modi naturals ltd share price Directors report

Your Directors have pleasure in presenting the Forty-Nineth Annual Report and audited financial statements for the financial year ended 31st March 2023.


The summarized financial results of the Company are presented below:

( lakhs)



Particulars 2022-23 2021-22 2022-23 2021-22
Revenue from operations 41796.21 47430.32 41796.21 47430.32
Other Income 173.20 131.44 173.20 131.44
Total Income 41969.41 47561.76 41969.41 47561.76
Profit before financial expenses, depreciation, and tax 702.54 1621.62 694.95 1617.96
Less: Financial Expenses 353.20 180.57 353.20 180.57
Depreciation / Amortization 152.68 142.06 152.69 142.16
Profit before tax 196.66 1298.99 185.86 1295.23
Tax expense 79.62 358.81 79.01 358.70
Profit after tax for the year 117.04 940.18 106.85 936.53
Total Comprehensive Income 127.98 938.03 117.79 934.38
Earnings Per Share (face value of 10/- each)
- Basic 1.01 7.41 0.93 7.38
- Diluted 1.01 7.41 0.93 7.38


No dividend is proposed for the financial year ended 31st March 2023.


No amount is proposed to be transferred to reserves.


Your Company, during the fiscal 2023, recorded revenue from operations of 41796.21 lac, a decline of 11.87% over previous year. The Profit Before Tax (PBT) was 196.66 lac against 1298.99 lac in the previous year. The Profit After Tax (PAT) was 117.04 lac against 940.18 lac in the previous year. Revenue from bulk oil business impacted due to severe correction in oil prices. The branded oil business has, however, grown. Profitability has taken a hit due to the massive fall in international oil and other commodity prices which has led to inventory losses for FY23. Interest costs have increased as equity was infused into wholly owned subsidiary, Modi Biotech Pvt Ltd, and therefore working capital borrowing increased for FY23.

Segment, Product wise Performance

Modi Naturals is today one of Indias leading consumer goods companies operating in the wellness and foods category.

The company is poised to grow exponentially in the next few years with its three verticals namely a). consumer goods vertical, b). bulk edible oil and feeds vertical and c). alcohol manufacturing vertical.

Modi Naturals Branded /Consumer Goods vertical includes a range of products that includes healthy & premium edible oil, Popcorn, Pasta, Peanut Butter, Instant Drink Mix etc.

In healthy and premium edible oil category- the companys branded product portfolio includes Oleev Olive oil, Oleev Active oil (healthy Olive oil and Rice Bran Oil blend), Oleev Health Oil (Multisource Oil) Oleev Smart Oil (Multisource oil), Rizolo Rice bran oil, Miller Canola Oil and Olivana Wellness Oil (100% natural versatile oil with goodness of pure olives can be used for cooking, hair, skin care and baby care). We are the only player making Multi-Source Olive oil.

Your Companys flagship brand, “OLEEV” is a leading name in the edible oil market, and it caters to the premium segment of the market. In the multisource edible oil category, ‘Oleev Active has continued to increase its dominance. Volume has recovered after removal of stock limits, and we expect to see growth pick up in subsequent quarters.

Modi Naturals has engaged to a fitness Icon former Miss Universe and Actor, Lara Dutta as the brand ambassador for their range of olive and multisource cooking oils. This defines a new era for the brand and reflects the brand positioning statement ‘Behtar Kal Ki Shuruaat, Aaj Se.

In healthy Indulgent snacking category the companys branded product portfolio includes :

PIPO Popcorn and unique Taste Bomb sachets inside with exciting flavours Peri Peri, Tomato Salsa, Cheese Burst, Tandoori Twist, to suit the Indian palate better compared to the regular butter/cheese flavours available in the market.

Under PIPO, extending our product portfolio and getting into the ready-to-eat space, we have launched on a pilot basis our range of flavoured roasted peanuts. These ready-to-eat peanuts are available in five flavours, including Periperi, BBQ, heeng-jeera, and others.

Taste Bomb, PIPOs sub-brand, is being separately launched in the instant masala/seasoning category, with six variants i.e. Magic masala, pasta masala, peri peri, Oregano, Italian herbs, and Tandoori.

Peanut Butter with two variants Creamy & Crunchy under the sub-brand OLEEV KITCHEN.

In Peanut Butter, we are creating a vertical segmentation wherein we have launched Oleev Junior Peanut Butter specifically targeted for children in the age bracket of 4-13 years. Additionally, Oleev Junior Peanut butter chocolate flavour was piloted in Q4FY23.

Pasta (100% Wheat Semolina & 0% Maida) with three variants, under the sub-brand OLEEV KITCHEN.

Extending the range of ready-to-cook pasta and introducing new shapes, i.e. macaroni and spaghetti, with a commitment to food innovation, we have launched a one-of-its-kind multigrain pasta with the goodness of four grains in the premium category,

New category of powdered ready-to-mix beverages was piloted in Q4FY23 under new brand “Jynx” with the following flavours- mango, orange, iced tea-lemon and Mojito.This will help us enter an exciting new category which is doing well with Gen-Z and will also offset some of the seasonality in oil demand in summer months.

Food business has grown by 40% YoY in FY23, 20% QoQ and it is still scaling up with distribution expansion and new product introductions every quarter. Profitable at the operating level for all food segments. On the food business, we continue extend our offerings and stick to our commitment towards food innovation, which will yield results and create a robust product portfolio strengthening our brand.

In the bulk edible oil segment, the company manufactures and markets Rice Bran oil, Rice Bran wax and De-oiled cakes.

Performance for FY23 has been relatively soft owing to many challenges faced on account of the war in Ukraine and the consequent volatility in oil prices and other commodities. Our bulk oil business should go back to profitability this year with oil prices stabilizing.

The Company has created niche, premium and differentiated brands in highly competitive categories of edible oils and healthy foods. Our strong focus on quality, innovation, product differentiation and brand building has helped us stand out in a cluttered retail market, with ‘Oleev becoming the No.1 “Goodness of Olive Oil” brand in India, with a fully backward-integrated portfolio of products. Over the last decade, we have developed a pan-India distribution network across all channels of FMCG, including the upcoming Q-Commerce, serving our consumers through all modes of online and offline retail across the country. We are a very proud Indian company, manufacturing, and marketing world-class food products in India.

The Company is present on all e-commerce platforms including Amazon, Blinkit (Big Basket), Flipkart, Grofers and Jio Mart. Further, the company is widely distributed in 3,000 organized modern retail outlets and also has around 450 distributors pan India with a direct reach of about 50,000 retail stores, which will be used to penetrate further in healthy snaking foods category. Recently, the Company has started food business with a few more large retail players like Spencers which will reflect in numbers in the coming quarters.

Ethanol Business : A step towards sustainable growth, Modi Naturals has diversified into ethanol manufacturing, with a state-of-the-art greenfield Ethanol Plant being established in the State of Chhattisgarh under its 100% subsidiary, Modi Biotech

Private Limited. This project is in line with the companys core values & commitment towards sustainable growth and will also help the company have a diversified portfolio of businesses. This project is also in line with the Honourable Prime Minister of

India Shri Narendra Modis vision & roadmap for the Ethanol Blended Petrol (EBP) program with a target of 20% blending by 2025. The investment over the next two years is expected to be approximately 250 cr., with the first phase of 110 KLD with an investment of 160 cr.

Delayed delivery of some critical bought-out items such as pumps and electronics which faced global supply chain disruptions led to a delay in start of ethanol production. Section trials of our ethanol distillery have started, and we expect to commission the plant in September 2023.

Your Company is placed competitively in the industry and is determined to grow its market share and profitability sustainably through focus on developing top-notch products coupled with extensive advertising and promotional campaigns.


Indian Economy

Even as the global conflict remained geographically distant from India, ripples comprised increased oil import bills, inflation, cautious government and a sluggish equity market. Indias economic growth was 7.2% in FY 2022-23. India emerged as the second fastest-growing G20 economy in FY 2022-23. India overtook UK to become the fifth largest global economy. India surpassed China to become the worlds most populous nation. (Source: IMF, World Bank)

India is widely acknowledged as one of the most dynamic major economies in the world with immense headroom for growth over the medium and long term. A favourable demographic profile, increasing affluence, rapid urbanisation and accelerated digital adoption represent some of the key structural drivers of growth of the Indian Economy.

FMCG Industry

The FMCG sector continues to remain an exciting sector with continued growth potential driven by Indias economic growth. The FMCG industry in India has been reporting good growth even during the COVID years, when most other industries were reeling under a demand crunch, riding on strong consumer shift in favour of natural healthcare products. The frequent price increases and an overall slump in economic activity put pressure on the purchasing power of consumers particularly in Rural India. Despite near term consumption pressure, there are some green shoots which are emerging such as moderating inflation, improving consumer confidence and increase in government spending. This should help revive demand and drive consumption of consumer goods in the future.

Indian edible oils Industry

Indias per capita consumption of edible oil is relatively low at 19-19.80 kg per year, compared to the global average of 24 kg per year. However, with a growing population and increasing per capita consumption, demand for edible oils is expected to increase. (Source: Technopak)

Ready to cook & ready to eat segments in India

The market for both the segments put together is estimated to be approximately 4,200 Crore in FY 2019-20 and is expected to grow at a high CAGR of 16% doubling itself by FY 2024-25.


The fast-moving consumer goods (FMCG) industry is expected to grow at a CAGR of 27.9% from 2021 to 2027, reaching nearly US$ 615.87 bn. This gain will be ascribed to the projected rise in rural demand as inflation slowly starts to decline. Urban demand is also anticipated to remain steady, supporting the sectors expansion. By 2025, the number of internet users in India is also projected to reach 1 bn. As an estimated 40% of all FMCG consumption in India is done online, the e-commerce share of total FMCG sales is expected to increase by 11% by 2030. (Source: CRISIL, IBEF)

The Company strives to leverage these opportunities and create innovative products that meet diverse consumer requirements.

Further, the Companys expenditure on marketing and advertising would help to reinforce its brands.


1. Modi Biotech Private Limited wholly owned subsidiary

Modi Biotech Private Limited (MBPL) was formed on 27th April 2021 to set up a greenfield Ethanol Distillery at Raipur, Chhattisgarh. MBPL has started section-wise trails. We aim to start the production in September 2023. The Company does not have any Joint Ventures or Associate Companies.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1, which forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (

Internal Control Systems and its adequacy

The Company has adequate Internal Control System consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

Risk Management

The Company has adopted Risk Management Policy to proactively take care of the internal and external risks of the company and ensure smooth business operations. The companys risk management policy ensures that all its material and compliance risk exposures are properly covered, and the companys business growth and financial stability is assured. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Human Resource and Industrial Relations

The Company lays great emphasis on proper management of human resources and believes that this is the most important ingredient for achieving excellence in performance and sustainable growth. The Management of your Company put utmost efforts to strengthen the existing work force and retaining them to enhance the human resource capability in the Company.

As on 31st March 2023, the Company had 538 employees on its payroll. The Companys industrial relations are cordial at all locations.

The Directors of your Company deeply appreciate the spirit and commitment of its dedicated team of employees.


The paid-up Equity Share Capital of the Company as at March 31, 2023 stood 12,65,63,970. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2023, Mr. Anil Modi, Mr. Akshay Modi and Mrs. Aditi Modi holds 1,30,000, 4,40,000 and 42,000 convertible warrants of the Company respectively. None of the non-executive directors of the Company holds any convertible instruments of the company as on March 31, 2023.


During the year on 18 May, 2022, the company, pursuant to the shareholders resolution passed at the Extraordinary General Meeting held on 4 May, 2022, issued and allotted 6,50,000 warrants on preferential basis to Promoters and Promoter Group. The said warrants carry an option / entitlement to subscribe to equivalent number of Equity Shares of 10/- each at a future date, not exceeding 18 (eighteen) months from the date of issue of such warrants at a price of 207/- which includes a premium of 197/- per share determined in accordance with Regulation 76 of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

An amount equivalent to 25% of the price has been received on allotment of the Warrants and the balance amount (75%) shall be payable by the Warrant Holders while exercising their options to subscribe for equity shares.

On full conversion, the number of Equity Shares will increase from 1,26,56,397 to 1,33,06,397. The Company has sufficient authorized capital to cover the allotment of these shares.


During the year the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31st March, 2023 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.


All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. During the year, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company.

There were no materially significant related party transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. The details of related party transactions are provided in Note 36 to Standalone Financial Statements in accordance with the Accounting Standards.

The Policy on RPTs as approved by the Board is uploaded on the Companys website


The Board of Directors recommends appointment of M/s. Doogar & Associates, Chartered Accountants, (ICAI FRNo. 000561N) as Statutory Auditors of the Company in place of M/s. K. K. Jain & Co., Chartered Accountants, (ICAI FRNo: 002465N), who have tendered their resignation as Statutory Auditors of the Company. The Board of Directors of the Company at its meeting held on 05.09.2023 have appointed M/s. Doogar & Associates, Chartered Accountants, subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 49th Annual General Meeting till the conclusion of 54th Annual General Meeting.

The Board recommends to the members of the Company approval of the appointment of M/s. Doogar & Associates, Chartered Accountants, (ICAI FRN 000561N) as the Statutory Auditors of the Company. Your Company has received a letter from M/s. Doogar & Associates, Chartered Accountants, to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014


The Board of Directors at their meeting held on 05.09.2023 appointed M/s. Manisha & Associates, Cost Accountants (FRNo.-000321), as the Cost Auditor for conducting the Cost Audit for the financial year 2023-24. A resolution seeking members ratification of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report for financial year 2022-23 will be filed within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.


The Board had appointed M/s Deepak Bansal & Associates, Company Secretaries, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as “Annexure A”. The Secretarial Audit Report contains a qualification which is self-explanatory and does not require any further comments from the Board of Directors.


During the year under review, there has been no change in the Board of Directors and Key Managerial Personnel of the Company.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Anil Modi, Managing Director, retires by rotation and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Anil Modi.

The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of appointment /reappointment of the directors is provided in the AGM Notice.

Key Managerial Personnel

The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013 are Mr. Anil Modi, Chairman & Managing Director, Mr. Akshay Modi, Joint Managing Director, Mr. Pradeep Kapoor, Chief Financial Officer and Mr. Ankit Agarwal, Company Secretary.


The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company.

The Boards performance was evaluated based on criteria like Structure, Governance, Dynamics & Functioning, Approval & Review of Operations, Financials, Internal Controls etc. The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board was evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specified by the Board to the said Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Independent Directors, and Individual Directors adhered to their applicable criteria.


The company had complied with the applicable Secretarial Standards issued by ICSI.


Modi Naturals Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. CSR activities are carried out through registered trust (SLRE Foundation). The Annual Report on CSR activities is annexed herewith as “Annexure B”.


1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Salient features of the Nomination and Remuneration Policy is disclosed in the Report on Corporate Governance.

3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor in their report: NIL

4. The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in Note-5 to the Standalone Financial Statements.

5. Disclosure as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Note. 5 & 36 to the Standalone Financial Statements.

6. There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Companys operations in future.

7. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: NIL.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure C”.

9. Annual Return:

Annual Return in Form MGT-7 is available at the Companys website and the w e b l I n k :

10. Particulars of Employees:

There was no employee during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the information under Rule 5(2) & 5(3) is not applicable.

No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

11. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results:

Details are given in Note. 36 to the Standalone Financial Statements.

12. Number of other board of directors or committees in which a director is a member or Chairperson, including separately the names of the listed entities where the person is a director and the category of directorship:

Disclosed in the Report on Corporate Governance “Annexure D”.

13. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided: Not Applicable

14. Business Responsibility Reporting: Not Applicable

15. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their financial position:

The information as required under the first proviso to sub-section (3) of Section 129 in Form AOC-1 is annexed herewith as

“Annexure F”.

16. Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

17. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad:

Rating Agency Facilities / Instruments Rating / Outlook
CARE Ratings Long Term Bank Facilities CARE BBB-; Stable
CARE Ratings Long Term / Short Term Bank Facilities CARE BBB-; Stable / CARE A3

18. Key Financial Ratios (Explanations for significant change i.e., change of 25% or more as compared to the immediately previous financial year) :

Refer Note 42 to Standalone Financial statements.

19. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

20. There was no instance of one-time settlement with any Bank or Financial Institution.

21. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof:

Particulars 2022-23 2021-22 % Change Explanations
Return on Net Worth 0.01 0.13 (92.30%) Increase in net worth and decline in
net profit


Your company re-affirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in Regulation 17 to 27 and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report, has been annexed herewith as "Annexure D".

Chief Executive Officer/Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Practicing Company Secretarys Certificate regarding compliance of conditions of Corporate Governance, is made a part of this Directors Report. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2022-23.


In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed: ii. the directors 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 ended on March 31, 2023, and of the profit of the Company for the year ended on that date: iii. the directors have taken proper and sufficient care 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: iv. the directors have prepared the annual accounts on a going concern basis: v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively: and vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


Management Discussion and Analysis forming part of this Report is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, important factors that could make a difference to the Companys operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.


The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors also wish to place on record their appreciation to the employees at all levels for their continued co-operation and commitment.

for and on behalf of the Board
Anil Modi
Chairman & Managing Director
05 September 2023, New Delhi DIN:00187078