Modi Naturals Ltd Directors Report

Your directors have pleasure in presenting the Fifty-first Annual Report and audited financial statements for the financial year ended 31^st March 2025.

FINANCIAL PERFORMANCE

The summarized financial results of the Company are presented below:

( lakhs)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	33800.97	35776.61	66291.28	39982.24
Other Income	310.10	112.86	120.74	115.36
Total Income	34111.07	35889.47	66412.02	40097.60
EBITDA	1636.93	673.94	5721.27	(1368.14)
Less: Finance Cost	459.67	428.67	1170.29	773.81
Depreciation / Amortization	148.42	150.25	781.74	421.36
Profit before tax	1028.84	95.02	3769.24	(172.97)
Tax expense
-Current Tax	274.80	49.50	374.60	49.48
-Deferred Tax	(10.56)	(45.63)	292.07	(84.61)
Profit after tax	764.60	91.15	3102.57	(137.84)
Total Comprehensive Income	750.28	105.17	3093.64	(121.82)
Earnings Per Share (face value of 10/- each)
- Basic	5.64	0.82	23.25	(0.89)
- Diluted	5.64	0.82	23.25	(0.89)

DIVIDEND

No dividend is proposed for the financial year ended 31^st March 2025.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS

Your Company, during the fiscal 2025, recorded revenue from operations of 33800.97 lac. The Profit Before Tax (PBT) was 1028.84 lac against 95.02 lac in the previous year. The Profit After Tax (PAT) was 764.60 lac against 91.15 lac in the previous year. The Company delivered a strong financial performance in FY 2024 25, with a remarkable year-on-year increase in profitability, reflecting improved operational efficiencies and strategic execution. Despite sectoral challenges, the Company achieved substantial growth in Profit Before Tax and Profit After Tax, showcasing the strength of its business model and disciplined cost management. Profit After Tax surged by over 7 times compared to the previous year, driven by focused operational performance, improved product mix, and prudent financial planning.

Segment, Products 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 Division 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.

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

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

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

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 will be available in chocolate flavour as well and is currently being piloted. We will scale up the distribution in subsequent quarters.

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, we are extending our product portfolio and getting into the ready-to-eat (RTE) space, we have launched on a pilot basis our range of flavoured roasted peanuts. These RTE 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.

Ready To Mix Beverages: New category of powdered ready-to-mix beverages marketed under new brand "Jynx" with the following flavours- mango, orange, iced tea-lemon and mojito has been soft launched this summer and the response is heartening. We hope to scale it up over the course of the next one year. 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.

Consumer Division Performance for FY24 was moderate owing to a significant reduction in branded oil prices. Demand has started picking up in the branded oil and food division. EBITDA has improved on the back of Improved supply chain efficiency, optimisation of manpower cost and reduced A&P expenses.

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

There has been a significant turnaround in our Bulk Division, which had previously faced prolonged headwinds due to subdued demand and government restrictions on oil prices, resulting in inventory losses in FY24. Despite a 16% decline in revenue to Rs 158 crore in FY25, the division posted a positive EBITDA of Rs 1.7 crore, a notable improvement from the loss of Rs 9.2 crore in the previous year.

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 second phase of our ethanol capacity expansion is on track and expected to commence operations by Q3 FY26, with an estimated capex of Rs 100 crore and an addition of 180 KLPD. This will increase our total ethanol production capacity to 310 KLPD. With this scale-up, we are well-positioned to capitalise on the growing demand in the biofuel sector and drive long-term value creation.

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.

OUTLOOK, OPPORTUNITIES, RISKS & CONCERNS

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 8.2% in FY 2023-24. India emerged as the second fastest-growing G20 economy in FY 2024-25. India overtook UK to become the fifth largest global economy. India surpassed China to become the worlds most populous nation. As of 2025, India has overtaken Japan to rise to the fourth-largest global economy, with a nominal GDP of approximately USD 4.19 trillion, just ahead of Japans ~USD 4.186 trillion (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

In the March quarter, the FMCG industry reported a 11% growth in value terms, underpinned by a 5.1% increase in volumes and a 5.6% rise in prices. The FMCG industrys growth continues to be driven by consumption trends in Q125 , with rural areas surpassing urban growth for the first time in five quarters, head of customer success, India, at NIQ.

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). As per industry estimates, even a 1 kg increase in per capita consumption implies an incremental demand of over 1.4 million tonnes, offering significant headroom for market expansion.

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 and is expected to double in size to around 8,400 crore by FY 2024 25.

Outlook

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.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

2. Modi Biotech Private Limited wholly owned subsidiary

Modi Biotech Private Limited (MBPL) was formed on 27^th April 2021 to set up a greenfield Ethanol Distillery at Raipur, Chhattisgarh. MBPL has started its commercial production in November 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 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 (www.modinaturals.com).

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.

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 31^st March 2025, the Company had 544 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.

SHARE CAPITAL

During the year under review, there is no change in the Capital Structure of the Company. The paid-up equity share capital as on March 31, 2025 stood at Rs. 13,30,63,970 comprising of 13306397 equity shares of face value of Rs. 10/- each.

There was no public issue, rights issue, bonus issue. 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, 2025, none of the directors of the Company holds any convertible instruments of the company.

PUBLIC DEPOSITS

During the year the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31^st March, 2025 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

RELATED PARTY TRANSACTIONS

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 https://modinaturals.com/investor-relations/

STATUTORY AUDITORS

M/s. Doogar & Associates, Chartered Accountants (ICAI FRN 000561N), the statutory auditors of the Company have been appointed at the 49^th annual general meeting held on September 30, 2023 for a period of 5 years from the conclusion of 49^th Annual General Meeting upto the conclusion of 54^th Annual General Meeting to be held in the year 2028.

The statutory audit report for the year 2024-25 is annexed hereto and forms part of the Annual Report. There are no qualifications made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company. The Notes to Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors have confirmed 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 to continue as Auditors of the Company.

COST AUDITORS

The Board of Directors at their meeting held on 05.09.2025 appointed M/s. Manisha & Associates, Cost Accountants (FRNo. -000321), as the Cost Auditor for conducting the Cost Audit for the financial year 2025-26. 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 2024-25 will be filed within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITORS APPOINTMENT

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules thereto, based on the recommendations of the Audit Committee, the Board of Directors has appointed M/s Deepak Bansal & Associates, Company Secretaries, (FCS 3736; CP 7433) as the Secretarial Auditors for a term of 5 consecutive years i.e. from FY 2025-26 till FY 2029-30, subject to the approval of the members of the Company. A resolution to this effect is included in the notice of the ensuing Annual General Meeting, which may kindly be referred for more details.

SECRETARIAL AUDIT REPORT

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, 2025 is annexed herewith as "Annexure A". The Secretarial Audit Report is self-explanatory and does not require any further comments from the Board of Directors.

As required by Regulation 24A (1) of the SEBI (LODR) Regulations, 2015, a secretarial audit report for the financial year ended March 31, 2025 for its material unlisted subsidiary company, namely Modi Biotech Private Limited is also annexed herewith as Annexure-B. The Secretarial Audit Report is self-explanatory and does not require any further comments from the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, there is no change in the directorship of the company.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Anil Modi, Chairman & Managing Director, retires by rotation and being eligible has offered 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 and Secretarial Standard 2 in case of appointment /re-appointment of the directors is provided in the AGM Notice.

Key Managerial Personnel

During the year under review, Mr Ankit Agarwal resigned as a Company Secretary of the company w.e.f. 11/10/2024 and Mr Rajan Kumar Singh is appointed as a Company Secretary of the company w.e.f. 24/02/2025.

Mr. Pradeep Kapoor- Chief Finance Officer (CFO) resigned on 29/07/2025 and he has rejoined the Company with effect from 13^th August, 2025.

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, and Mr. Rajan Kumar Singh, Company Secretary.

EVALUATION BY THE BOARD

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.

SECRETARIAL STANDARDS

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

CSR INITIATIVES

Modi Naturals Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. During the year under review, the Company was not required to spend any amount on CSR activities, therefore, the Annual Report on CSR activities is not provided herewith.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year	NIL
b. Number of Complaints disposed off during the year	NIL
c. Number of cases pending for more than ninety days	NIL

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

DISCLOSURES:

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 are 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 www.modinaturals.com and the weblink: https://modinaturals.com/compliance-reports/

10. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information

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
Infomerics Valuation and Ratings	Long Term Bank Facilities	IVR BBB-/ Stable Outlook
Infomerics Valuation and Ratings	Short Term Bank Facilities	IVR 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	2024-25	2023-24	% Change	Explanations
Return on Net Worth	7.54	1.14	561	Increase in net worth and decline in net profit

CORPORATE GOVERNANCE

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".

The 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 2024-25.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2024, 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, 2024, 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.

CAUTIONARY STATEMENT

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.

ACKNOWLEDGEMENT

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.

05th September 2025, New Delhi

 

for and on behalf of the Board

Sd/-

Anil Modi

Chairman & Managing Director

DIN:00187078