Modi Rubber Ltd Directors Report

Your Directors have pleasure in sharing with you the 52 nd Annual Report on the business and operations of the Company, alongwith the audited financial statements for the financial year ended March 31, 2025 ("FY").

IMPLEMENTATION STATUS OF BIFR SCHEME

The Central Government vide its Notification No.S.O.3568 (E) Dated 25 November 2016 put into force the provisions of the Sick Industrial Company (Special Provisions) Repeal Act 2003 repealing SICA 1985. However, the Repeal Act shall not affect any order made by the BIFR for sanctioned Scheme. In compliance of direction issued by BIFR, your company continue to implement the unimplemented provisions of sanctioned scheme by the BIFR on 8.4.2008.

In this respect, industrial rehabilitation for Modinagar Tyre Factory (MTF) could not be achieved as yet. The matter for possession of MTF Plant is pending with Honble Allahabad High Court. The OL appointed by the Allahabad High Court in Modi Export Processors Limiteds (MEPL) winding up proceedings has put his seal on The MTF Plant. Company has taken a legal recourse for re-possession of MTF Plant. Litigation with one creditor is also pending who have till date not accepted the dues as per scheme sanctioned by the BIFR. Your Company has been following up with Govt agencies/authorities/department/Creditors to provide relief and concessions and to accept settlement as per scheme sanctioned by the BIFR. The Company has taken new initiatives to improve its long term prospects and performance. These include:-

1. Your Company has been very vigorously taking actions to get re-possession of Companys properties which were occupied by illegal occupants/Ex- Employees. Efforts include legal recourse, and also settlement as per BIFR Scheme wherever possible.

2. Company is taking several steps to utilize its real- estate resources and wherever possible to put them to generate revenue.

FINANCIAL RESULTS

During the FY 2024-25, your company has earned a net Profit (Standalone) after tax Rs 235.96 Lacs as compared to net profit of Rs 2856.14 Lacs in previous year and a total comprehensive income of Rs 885.38 Lacs as compared to income of 2896.62 Lacs in the previous year. Income of your company is mainly from guest house operations, Interest & dividend.

DIVIDEND

Since, there is no adequate profit; your Board does not recommend any dividend.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from public during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS & CORPORATE GOVERNANCE REPORTS

A detailed Management Discussion & Analysis Report and a Corporate Governance Report along with certificate from the statutory auditors of the Company in pursuance with compliance of Listing Regulations are attached and form part of this Annual Report of the Company.

Directors and Key Managerial Personnel

A) Appointment/Re-appointment of Directors and Key Managerial Personnel Mr Tarun Agarwal was appointed on 14/08/2024 as Independent non-executive director (Additional), he is regularized by special resolution passed by members of Modi Rubber limited on AGM held on 30 th September 2024. Apart from abovementioned there is no change in the Composition of Board of Directors and Key Managerial Personnel. B) Meeting of the Board of Directors During the financial year ended on March 31, 2025, 4 (Four) Board Meetings and 1 (one) meeting of Independent Directors were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report. C) Declaration by Independent Director(s) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under applicable regulations of SEBI (LODR) 2015 with the Stock Exchanges. D) Board Evaluation The Company has formulated a policy on performance evaluation for the Directors, Board and its Committees and other individual Directors on the parameters inter alia covering attendance, effective participation, domain knowledge, access to management outside Board Meetings and Compliance with the Code of Conduct, vision and strategy and benchmark to peers. Pursuant to policy on performance evaluation, a process for performance evaluation was carried out for Independent director, board, committees and other individual directors. Policy for Board evaluation is available on companys website. https://modirubberlimited.com/polices/

SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES Your Company has following Subsidiaries, Associates and Joint Venture

1. Spin Investment India Limited (WOS)

2. Superior Investment India Limited (WOS)

3. Gujarat Guardian Ltd (JV)

4. Asahi Modi Materials Pvt Ltd (JV)

5. Modi Marco Aldany Pvt Ltd (JV)

6. Vinura Beverages Pvt Ltd (Step down Subsidiary)

7. Modi Iq Power Pvt Ltd

8. Uniglobe Mod Travels Pvt Limited (Step down Subsidiary) To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries, Associates and Joint Venture of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part of Consolidated Financial Statements and therefore not repeated here to avoid duplication. Further, contribution of Subsidiaries, Associates and Joint Venture to the overall performance of your Company is outlined in Note No. 54 of the Consolidated Financial Statements for the financial year ended March 31, 2025.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 and applicable Ind-AS 110 on Consolidated Financial Statement, Ind-AS 28 on Accounting for Investments in Associates and Joint Ventures, the audited consolidated financial statement for the year ended March 31, 2025 is provided in the Annual Report.

AUDIT COMMITTEE

The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the CompaniesAct,2013,with respect to Directors Responsibility Statement, it is hereby confirmed that: i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Ind-AS with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same; ii) the Directors have 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date; iii) the Directors have taken proper and sufficient care for 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 of the Company for the financial year ended March 31, 2025 on a going concern basis; v) the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were 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.

RISK ASSESSMENT/ MANAGEMENT

The Company has formulated and adopted a Risk Management Policy. Board of Directors of the Company is responsible for the direction and establishment of internal control to mitigate material business risks. The policy is framed to identify element of risks like misstatement, frauds etc and their mitigation for achieving its business objective and to provide reasonable assurance.

INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal financial control framework. During the year, such controls were tested and no material weaknesses in their design or operation were observed.

COST RECORD

The provision of Cost audit as per section 148 are not applicable on the Company.

PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE Management always strive to promote a healthy and congenial working environment irrespective of gender, caste, creed or social class of the employees. We value every individual and are committed to protect the dignity and respect of every individual. The Company has always endeavoured for providing a better and safe environment free of sexual harassment at all its work places. Consequent to the enactment of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, MRL had constituted an Internal Complaints Committee ("ICC") to deal with complaints or issues that may arise, in the nature of sexual harassment of women employees. The Company has also prepared and implemented Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at 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	0
Sexual Harassment received
in the Year
b. Number of Complaints	0
disposed off during the year
c. Number of cases pending for	0
more than ninety days

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review there was insufficient profit from the operations hence no CSR activities was undertaken. The applicable disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure I to this Report.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities. Towards this endeavor the Company has adopted a policy on vigil mechanism and whistle blower. Company has developed a Mechanism where violation can be reported to the Chairman of the Audit Committee for appropriate resolution. The confidentiality of such reporting will be maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee shall overseas the Vigil Mechanism. The Board of MRL confirmed that no personnel/official/employees etc has been denied tha access to the audit committee. The policy on vigil mechanism and whistle blower is available on Companys website https://modirubberlimited.com/polices

RELATED PARTY TRANSACTIONS

The contracts/ arrangements / transactions by the company during the year under review with related parties were in the ordinary course of business and on arm,s length basis and do not attract the provisions of section 188 of the companies Act 2013. During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial Statement. The policy on Related Party Transaction and determining material Subsidiaries as approved by the Board is uploaded on the companys website https://modirubberlimited.com/polices/

PARTICULARS OF LOAN, GUARANTEES, SECURITY OR INVESTMENTS Details of Loans, Guarantee, Securities and Investments during the year under review are given in the Notes to the financial statements pursuant to requirement of under Section 186 of the Companies Act, 2013.

AUDITOR & AUDITORS REPORT

M/s PNAM & Co. LLP, Chartered Accountants (Firm Registration No. 001092N),have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports on standalone and consolidated financial statements. The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated, for the financial year ended March 31, 2025. During the year 2024-25, the statutory auditors has not reported any matter under Section 143(12) of the Act. The said Auditors Report(s) for the financial year ended March 31, 2025 on the financial statements of the Company forms part of the Annual Report.

MANAGERIAL REMUNERATION

The information required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules

5 (1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. (Annexure-II)

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT The Secretarial Audit Report for the financial year ended March 31, 2025, in the prescribed format is attached and marked as Annexure III with this report. The secretarial audit report contains certain remarks, explanations which are given as under:- Promotes not having shares in DEMAT form assured to comply with regulation 31(2) of LODR, 2015 The filing was inadvertently delayed, however, no officials, including the Directors, were engaged in trading of the

Companys shares during the said period. Further, the Secretarial Audit of the material subsidiary was conducted during the year and the report is annexed as Annexure-V to this report.

Certificate from Company Secretary in practice regarding Non-disqualification of Directors M/s. MN Gupta & Co. has issued a certificate under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI, Ministry of Corporate Affairs or any such statutory authority. The said certificate is enclosed as Annexure-IV to this report.

SECRETARIAL AUDIT REPORT OF UNLISTED SUBSIDIARIES COMPANIES Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] for the financial year ended March 31, 2025, The Secretarial Audit Report in the prescribed format of material Subsidiaries companies are attached and marked as Annexure VI with this report.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available on following web link https://drive.google.com/file/d/1LJ6sevJnB2VcO4sWdWNj bMZ000uhEVPv/view?usp=sharing

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

STATUTORY DISCLOSURES

Since there was no production, there is no information required to be given for energy conservation, technology absorption, fuel consumption etc. u/s 134(3) (m) of the Companies Act, 2013. Information about foreign exchange earnings is nil and outgo is 154.58 Lacs during the year as disclosed in note no.40 of Standalone Financial Statement.

MATERNITY BENEFIT:

The Company confirms its compliance with all applicable provisions of the Maternity Benefit Act, 1961. During the year under review, no cases requiring such benefit were reported.

OTHER DISCLOSURES.

During the financial year under review:

1. The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

2. The Company do not have any stock option plan in force.

3. The Company have neither invited nor accepted any deposits from the public within the purview of the Act and the Rules made thereunder, and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2025.