Modis Navnirman Ltd Directors Report

To The Members, Modi s Navnirman Limited

Your directors have pleasure in presenng the 4 th Annual Report of Modi s Navnirman Limited ( " the Company " or " MNL " ) on the business and opera ons of the Company, together with the Audited Financial Statements for the year ended March 31, 2024

1. OPERATING RESULTS:

Certain key aspects of the Company s performance (on a standalone basis) during the nancial year ended March 31, 2025, as compared to the previous nancial year are summarized below:

Parculars	Consolidated	Consol idated	Standalone	Standalone
	(2024-2025)	(2023-2024)	(2024-2025)	(2023-24)
Revenue from Operaons	8653.86	5778.39	7502.83	2089.17
Other income	202.86	12.05	232.07	248.42
Total revenue	8856.73	5790.45	7734.90	2337.59
Pro t before tax	1649.37	906.38	1101.28	290.61
Pro t aer tax	1225.16	233.37	820.40	257.30
Other comprehensive income	0	3.85	0	0
Total Comprehensive Income	1225.16	669.17	820.40	257.30

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALS POSITION OF THE COMPANY

In the nancial year 2023-24, the Company raised funds by issue of 5,00,000 shares Conver ble Warrants of face value of 10 each on a preferen al basis, for cash, at an issue price of 210 (Rupees Two hundred and ten only) for which the Company has obtained shareholders approval at an Extra Ordinary General Meeng held on February 16 th , 2024.

The shareholders during the year exercised the op on of conversion of 5,00,000 warrants to fully paid-up 5,00,000 equity shares, for which the company received lis ng approval on May 15 th , 2024.

As on 31 st March, 2025, the Company has 1,95,91,200 fully paid-up equity shares of Rs. 10/- each.

3. NATURE OF BUSINESS:

The Company is primarily engaged in the acvies of Real Estate Development. The Company develops residenal and commercial projects. There was no change in nature of the business of the Company, during the year under review.

4. HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The performance and nancial posion of the subsidiaries, companies for the year ended March 31, 2025 is aached to the nancial statements hereto. Shree Modi s Navnirman Private Limited ( " SMPNL " ) is a wholly-owned subsidiary. Save and except the same, no company has become or ceased as a subsidiary, associate, or joint venture of your Company during the year under review. However, your company is under the process of amalgama ng the wholly-owned subsidiary SMPNL with the holding company MNL.

5. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India [ICAI]. The Audited Consolidated Financial Statement together with Auditors Report forms part of the Annual Report.

During the year, the Board of Directors reviewed the a airs of the subsidiaries. In accordance with Secon 129(3) of the Act, read with Schedule III of the Act and Rules made thereunder, including Indian Accounng Standards speci ed under Secon 133 of the Act. The audited consolidated Financial Statements together with the Auditors Report thereon forms part of the Annual Report the Company. The audited nancial statements, including the consolidated nancial statements and related informa on of the Company and audited accounts of each of its subsidiaries, are available on Company s website, h ps://modisnirman.com/investors-rela on/ Performance and contribu on of each of the Subsidiaries, Associates and Joint Ventures as per Rule 8 of Company s (Accounts) Rules, 2014, a report on the nancial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribu on to the overall performance of the Company during the Financial Year ended 31 st March, 2025 is annexed to this Board s report in form AOC -1 as Annexure I

6. TRANSFER TO RESERVES:

All pro ts earned during FY 2023-24 are transferred to the reserved.

7. SHARE CAPITAL AND CHANGES IN IT

Authorized Share Capital:

Your company has an Authorised Share Capital of the Company of Rs. 20,00,00,000/-(Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Issued And Paid-Up Share Capital:

As on the date of this Report, the paid up, issued and subscribed capital of the Company stands Rs. 19,59,12,000 (Nineteen Crores Fiy-nine lakhs twelve thousand) comprising of 1,95,91,200 shares (One Crore ninety- ve lakh ninety-one thousand and two hundred) equity shares of Rs. 10/- (Rupees Ten Only) each.

The Company has neither issued shares with di erenal rights as to dividend, vong or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme.

8. DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classi ed as Deposits in terms of Secon 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act,2013 is not applicable.

9. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could a ect the Company s nancial posion, have occurred between the end of the nancial year of the Company and date of this report.

10. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to nancial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observaon has been received from the Statutory Auditors and the Internal Auditors of the Company on the ine ciency or inadequacy of such controls.

11. DISCLOSURE OF ORDERS PASSED BY

REGULATORS OR COURTS OR TRIBUNAL

No signi cant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company s operaons in future.

12. PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

All the transacons/contracts/arrangements of the nature as speci ed in Sec on 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm s length. Further none of such transacons/contracts/ arrangements are material (i.e., sasfying the criteria provided in rst proviso of sec on 188(1) of the Companies Act, 2013) in nature. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure II forming part of this Report. Kindly refer the nancial statements for the transacons with related pares entered during the year under review.

13. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER

SECTION 186

Kindly refer the nancial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2023.

14. DISCLOSURE RELATING TO EQUITY

SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with di erenal rights during the year under review and hence no informa on as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

15. DISCLOSURE RELATING TO SWEAT

EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no informa on as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

16. MATTERS RELATED TO DIRECTORS

AND KEY MANAGERIAL PERSONNEL

Board of Directors and Key Managerial Personnel

There is change in the composion of Board of Directors and the Key Managerial Personnel during the year under review.

Mrs Payal Sheth ( DIN : 09520424) is liable to rere by rotaon at the 4 th Annual General Mee ng in terms of Sec on 152 read with Sec on 149(13) of the Companies Act, 2013, and the said Director has o ered herself for reappointment. The resoluon for his reappointment is incorporated in the Noce of the ensuing Annual General Meeng, and the brief pro le and other informaon as required under Regulaon 36(3) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ( " Lisng Regulaons " ) relang to him, forms part of the Noce of ensuing Annual General Meeng.

Directors:

During the year under review, the Board comprises of 8 (Eight) Directors (including two Woman Director, out of which 4 (Four) Directors are Non-Execuve Independent Directors], 1 [One] Director is Non-Execuve Non-Independent Director and 3 [Three] are Execu ve Directors including 1 [One] Chairman and 1 [One] Managing Director as follows:

Name of the	Nature of Director
Director
Dinesh Modi	Chairman and Managing Director
Mahek Modi	Whole-me Director and Chief
	Financial O cer
Rashmi Modi	Whole-Time Director
Payal Sheth	Non-execuve Non-Independent
	Director
Vinit Mehta	Non-execuve Independent Director
Hiren Rupani	Non-execu ve Independent Director
*Anil Kapasi	Non-execuve Independent Director
**Chintan Shah	Non-execuve Independent Director

*Anil Kapasi is appointed as on July 10 th , 2025 as Addional Non-execu ve Independent Director, subject to the approval of shareholders in ensuing Annual General Meeng.

**Chintan Shah is appointed as on July 10 th , 2025 as Addional Non-execu ve Independent Director, subject to the approval of shareholders in ensuing Annual General Meeng.

Declaraons by Independent Directors

Pursuant to the provisions of sub-secon (7) of Sec on 149 of the Companies Act, 2013, the Company has received individual declara ons from all the Independent Directors con rming that they ful l the criteria of independence as speci ed in Sec on 149(6) of the Companies Act, 2013.

Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP) of the Company, at present, comprises of Managing Director, Chairman & Execuve Director, Chief Financial o cer and Company Secretary.

The details are as below: -

Name of the	Nature of KMP
KMP
Dinesh Modi	Chairman and Managing Director
Mahek Modi	Whole-me Director and Chief
	Financial O cer
Rashmi Modi	Whole-Time Director
Nishi Modi	Company Secretary & Compliance
	O cer

17. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES.

Board Mee ngs

The Board of Directors met 4 mes during the nancial year on May 27 th , August 16 th , November 14 th and February 17 th for the year ending March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors have a ended all the meengs and acvely parcipated in the meengs and provided their valuable inputs on the maers brought before the Board.

Nominaon and Remuneraon Commiee

A Nominaon and Remuneraon Commi ee is in existence in accordance with the provisions of sub-secon (1) of Secon 178 of the Companies Act, 2013. Composi on of Nominaon & Remuneraon Commiee is as follows:

Name of the	Directorship	Nature of Director
Director
Vinit Mehta	Chairman	Non-execuve
		Independent Director
Hiren Rupani	Member	Non-execuve
		Independent Director
Payal Sheth	Member	Non-execuve Director

The commi ee has met once on January 18 th in the nancial year 2023-24 with all the members present.

Audit Commi ee

An Audit Commi ee is in existence in accordance with the provisions of Sec on 177 of the Companies Act, 2013. Composion of Audit Commiee is as follows:

Name of the	Directorship	Nature of Director
Director
Vinit Mehta	Chairman	Non-execuve
		Independent Director
Hiren Rupani	Member	Non-execu ve
		Independent Director
Dinesh Modi	Member	Chairperson and
		Managing Director

The commiee has met 4 mes in the nancial year 2024-25 on May 27 th , August 16 th , November 14 th and February 17 th with all the members present in all the mee ngs

Stakeholders Commiee

A stakeholders commiee is in existence in accordance with the provisions of sub-secon (1) of Secon 178 of the Companies Act, 2013. Composion of Audit Commiee is as follows:

Name of the	Directorship	Nature of Director
Director
Payal Sheth	Chairman	Non-execuve Director
Hiren Rupani	Member	Non-execu ve
		Independent Director
Mahek Modi	Member	Whole-me Director &
		CFO

The commiee has met once in the nancial year 2024-25 on November 14 th with all the members present.

Corporate Social Responsibility Commiee

As per the provisions of Secon 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Commi ee is applicable from FY 2024-25 and hence a CSR Commiee was formed by the Board on May 26 th , 2025 The CSR Commiee comprised of 3 members, i.e. 1 Independent Director and 2 Execuve Director. The composion of the CSR Commiee complies with the requirements of the Act. The Company Secretary acts as secretary to the Commiee.

Name of the	Directorship	Nature of Director
Director
Dinesh Modi	Chairman	Execuve Director
Mahek Modi	Member	Execuve Director
Hiren Rupani	Member	Independent Director

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Secon 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the " Whistle Blower Policy " as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed

On the website of Company at hps://modisnirman.com/investors-rela on/

Fraud Repor ng

During the year under review, no instances of fraud were reported by the Auditors of the Company.

Annual Evaluaon of Directors, Commi ee and Board

The Nomina on and Remuneraon Commi ee of the Board has formulated a Performance Evaluaon Framework, under which the Commi ee has iden ed criteria upon which every Director, every Commi ee, and the Board as a whole shall be evaluated. During the year under review the evaluaon of every Director, every Commi ee, and the Board had been carried out.

18. AUDITORS AND REPORTS

I. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act, 2017 read with No caon S.O. 1833(E) dated 7th May 2018 deleng the provision of annual ra caon of the appointment of auditor, the requirement to place the ma er rela ng to appointment of

Auditors for ra ca on by members at every Annual General Meeng is done away with and no resoluon has been proposed for the same.

The Company has appointed M/s. DGMS & Co., Chartered Accountants (Firm Registra on No 0112187W in the 1 st Annual General Meeng to hold o ce ll the conclusion of 6 th Annual General Meeng to be held in the year 2027.

Observaon of statutory auditors on nancial Statements for the year ended March 31, 2025

The auditor s report does not contain any quali caon, reservaon or adverse remark or disclaimer or modi ed opinion.

II. Secretarial Auditors:

Pursuant to the provisions of Sec on 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO LLP., a rm of Company Secretaries in Pracce (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2024-25.

Further, In terms of Regula on 24A read with other applicable provisions of the SEBI Lis ng Regulaons and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Sec on 204 and other applicable provisions of the Companies Act, 2013 read with Regulaon 24A and other applicable provisions of the SEBI Lis ng Regulaons.

For iden caon of Secretarial Auditor, the Management of the Company had iniated the process and had detailed interac ons with certain eligible audit rms and assessed them against a de ned eligibility and evaluaon criteria.

As part of the assessment, the Management also considered the eligibility and evaluated the background, experse and past performance of M/s JNG & Co. LLP as the

Secretarial Auditors of the Company since incorpora on of the company.

The Board considered the recommendaon of the Audit Commiee with respect to the appointment of M/s. JNG & Co. LLP as the Secretarial Auditors of the Company. Based on due considera on, the Board recommends for your approval, the appointment of M/s. JNG & Co. LLP as the Secretarial Auditors of the Company for a period of ve years commencing from the conclusion of the ensuing 4th Annual General Mee ng scheduled to be held on September 19 th , 2025, through the conclusion of 9 th Annual General Mee ng of the Company to be held in the year 2030, for conducng secretarial audit of the Company for the period beginning from FY2025-26 through FY 2029-30.

The above proposal and related informa on forms part of the Noce of the AGM and is placed for your approval.

Secretarial Audit report for the year ended March 31, 2025.

As required under provisions of Secon 204 of the Companies Act, 2013, the reports in respect of the Secretarial Audit for FY 2024-25 carried out by JNG & Co., Company Secretaries, in Form MR-3 forms part to this report. Also, the Secretarial Audit Reports for FY 2024-25 in Form MR-3 in respect of Modi s Navnirman Limited, does not contain any adverse observaon or quali caon or modi ed opinion.

III. Cost Auditor:

Your Company is principally engaged into providing construcon services. Therefore, Sec on 148 of the Companies Act, 2013 is not applicable to the Company.

IV. Internal Auditor:

The Board of Directors, based on the recommenda on of the Audit Commi ee and pursuant to the provisions of Secon 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s B.B Gusani &

Associates, Chartered Accountants, as the Internal Auditors of your Company for the nancial year 2024-25. The Internal Auditor conducts the internal audit of the funcons and opera ons of the Company and reports to the Audit Commi ee and Board from me to me.

19. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securi es and Exchange Board of India (Prohibion of Insider Trading) Regulaons, 2015, as amended, the Company has formulated and adopted the revised " Code of Conduct for Prevenon of Insider Trading " ( " the Insider Trading Code " ). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securies of the Company. During the year, the Company has also adopted the Code of Prac ce and Procedures for Fair Disclosure of Unpublished Price Sensive Informa on ( " the Code " ) in line with the SEBI (Prohibion of Insider Trading) Amendment Regulaons, 2018. The Code is available on the Company s website " hps://modisnirman.com/investors-rela on/ "

20. POLICIES AND DISCLOSURE

REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website " hps://modisnirman.com/ "

21. OBLIGATION OF COMPANY UNDER

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an An-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevenon, Prohibion & Redressal) Act, 2013and an Internal Complaints Commi ee has been set up to redress complaints received regarding

Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy. Your Directors further state that pursuant to the requirements of Secon 22 of Sexual Harassment of Women at Work place (Preven on, Prohibion & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

22. OTHER DISCLOSURES

Other disclosures as per provisions of Secon 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Extract Of Annual Return

Pursuant to Secon 92(3) read with the provisions of Sec on 134(3) (a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administraon) Rules, 2014, the Annual Return for the nancial year ended March 31, 2023 is available on the website of the Company at www.modisnirman.com, under the following h ps://modisnirman.com/investors-relaon/.

Conservaon of energy, technology absorpon and Foreign Exchange Earnings and Outgo

Company has not carried out any business acvies warranng conservaon of the energy and technology absorpon in accordance with Secon 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engaged in any manufacturing acvity, issues rela ng to technology absorp on are not quite relevant to its funconing. During the year under review there is no foreign exchange earnings and outgo.

23. COMPLIANCE WITH SECRETARIAL

STANDARDS

The Company is in compliance with the mandatory Secretarial Standards.

24. LISTING FEES

The Equity Shares of the Company is listed on BSE (SME Plaorm) Limited and the Company has paid the applicable lisng fees to the Stock Exchange ll date.

25. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the Lisng Regulaons, a cer cate has been received from JNG and CO., Praccing Company Secretaries, that none of the Directors on the Board of the Company has been disquali ed to act as Director. The same is annexed herewith as Annexure III.

26. CORPORATE GOVERNANCE:

In terms of SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 exempts companies which have listed their speci ed securi es on SME Exchange from compliance with corporate governance provisions. Since the equity share capital of your Company is listed exclusively on the SME Pla orm of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporng requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

27. DISCLOSURE IN ACCORDANCE WITH

THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

In accordance with the provisions of the Maternity Bene t Act, 1961 and the rules framed thereunder, the Company is commi ed to providing all bene ts and protecon as mandated under the Act to its eligible women employees.

The Company has adopted policies to ensure that all eligible women employees are granted maternity leave and other related bene ts as per the statutory provisions. The Company also strives to provide a safe, supporve and inclusive work environment for women employees during and a er their maternity period.

During the year under review, the Company has complied with all applicable provisions of the Maternity Bene t Act, 1961. No complaints or concerns relang to maternity bene t non-compliance were reported during the nancial year.

The Board of Directors remains commi ed to upholding the rights and welfare of its women employees in compliance with the applicable laws and best pracces.

28. THE DETAILS OF APPLICATION MADE

OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no applica on made against the company or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

29. DIRECTORS RESPONSIBILITY

STATEMENT

In terms of Sec on 134(5) of the Companies Act, 2013, in relaon to the audited nancial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby Con rms that: (a) In the preparaon of the annual accounts, the applicable accounng standards had been followed along with proper explanaons relang to material departures, wherever applicable; (b) such accounng policies have been selected and applied consistently and the Directors made judgements and esmates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2023 and of the pro ts of the Company for the year ended on that date; (c) Proper and su cient care was taken for the maintenance of adequate accounng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies; (d) the annual accounts of the Company have been prepared on a going concern basis; (e) Internal nancial controls have been laid down to be followed by the Company and that such internal nancial controls are adequate and were operang e ecvely; (f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operang e ecvely.

30. ACKNOWLEDGEMENTS AND

APPRECIATION:

Your directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/associates, nancial instuons and various regulatory authories

For their consistent support/encouragement to the Company.

Your directors would also like to thank the Members for reposing their con dence and faith in the Company and its Management.

For and on behalf of the Board of Directors

SD/-

Dinesh Modi

Chairman & Managing Director DIN: 02793201

Date: August 18 th , 2025

Registered O ce Modi s Navnirman Limited

Shop No.1, Rashmi Heights, M.G. Road, Kandivali (west), Mumbai 400067.

CIN: U45203MH2022PLC377939 Telephone No.: +91 9819 9891 00 Mail: info@modisnirman.com Website: www.modisnirman.com