Modipon Ltd Management Discussions

On account of continuous losses incurred in the past, the Company has faced acute financial shortage and had to operate with negative working capital which had deteriorated the performance of the Company. The Company had been finding it difficult to service the interest liability of the banks and was forced to suspend the manufacturing operations w.e.f. May 19, 2007. The outlook was not bright with the ever-increasing input costs, having no reflectionin sales realisation.

Therefore, it was thought expedient to permanently close down the manufacturing operations of the unit of Company. Accordingly, after seeking approval from the Government of Uttar Pradesh under UP Industrial Disputes Act, 1947 the manufacturing operations of the unit of the Company i.e., Modipon Fibres have been permanently closed w.e.f. September 8, 2007. Since the Company owns substantial real estate, in its endeavor to rehabilitate the Company and to tap its resources to augment finances in order to be able to liquidate its liabilities and to utilize the surplus for taking up new business activity in the Company, as authorized by the memorandum of association of the Company, the Company proposes to commence a new industrial project at an opportune time after the due approvals from the UP Government and post resolving the land matter pending with the UP Government.

A declaration stating that the members of the Board of Directors and senior management personnel have affirmed compliance with the Code of Conduct of the Company is enclosed as ‘Annexure I to this Report.

Compliance Certificate and the TheCompliance CertificateChief Financial Officer of the Company pursuant to regulation17(8) of the Listing Regulations is enclosed as ‘Annexure II to this Report.

Certificate of Non-Disqualification of DirectorsVerma & A certificateAssociates, Company Secretaries, certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/MCA or any such statutory authority pursuant to Regulation 34(3) and Clause (10)(i) of Para C of Schedule V of the Listing Regulations is enclosed as ‘Annexure III to this Report.

Secretary Thecertificate regarding compliance with conditions of corporate governance pursuant to the Listing Regulations is enclosed as ‘Annexure IV to this Report

In accordance with the provisions of Listing Regulations, I, Manish Modi, Chairman & Managing Director of Modipon Limited, hereby declare that all members of the Board and senior management have affirmed compliance with the Code of Business Conduct and Ethics of the Company for financial year ended March 31, 2025.

For and on behalf of Modipon Limited