Modison Ltd Directors Report

Dear Members,

The Board of Directors present the Companys 42^nd Annual Report and the Companys Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.

1. Financial Summary

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2025, is summarised below:

(Rs. in Lakhs)

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operation	49,024.08	40,456.16	49,024.08	40,456.16
Other Income	325.46	66.84	327.11	69.72
Total Revenue	49,349.54	40,523.00	49,351.19	40,525.88
Profit before Finance Cost,	4,846.67	3,263.31	4,847.19	3,265.34
Depreciation / Amortisation, Tax & Exceptional items
Less: Finance Cost	582.80	282.77	582.83	282.77
Less: Depreciation/Amortisation	801.45	627.90	801.45	627.90
Profit before Exceptional items and Tax	3,462.42	2,352.64	3,462.91	2,354.67
Exceptional items	(108.32)	559.18	(108.32)	559.18
Profit before tax	3,354.10	2,911.82	3,354.59	2,913,85
Less: Provision for Tax
Current tax	775.50	713.00	775.75	713,36
Tax adjustment of previous year	17.19	0.32	17.19	0.32
Deferred tax	93.39	64.17	93.50	63.93
Profit after tax	2,468.02	2,134.33	2,468.15	2,136.24
Add: Profit brought forward from the previous year	18,721.51	17,073.93	18,726.07	17,076.60
Profit available for appropriation	21,189.53	19,208.26	21,194.22	19,212.84
Less: Interim Dividend/Final	1,135.75	486.75	1,135.75	486.75
Dividend
Balance carried over to Balance Sheet	20,053.78	18,721.51	20,058.47	18,726.09

2. Operations and State of Affairs of the Company

Highlights of the Companys financial performance for the year ended March 31, 2025, on Standalone basis are:

The Revenue from operations increased by 21.18% to Rs. 49,024.08 Lakhs in the financial year ended March 31, 2025 as compared to Rs.40,456.16 Lakhs for the preceding financial year. Profit Before Tax of the current financial year increased by 15.19% to Rs. 3,354.10 Lakhs as compared to Rs. 2,911.82 Lakhs for the preceding financial year. The Companys Net Profit of the current financial year increased by 15.63% to Rs.2,468.02 Lakhs as compared to Rs.2,134.33 Lakhs for the preceding financial year.

Highlights of the Companys financial performance for the year ended March 31, 2025, on consolidated basis are:

The Revenue from operations increased by 21.18% to Rs. 49,024.08 Lakhs in the financial year ended March 31, 2025 as compared to Rs.40,456.16 Lakhs for the preceding financial year. Profit Before Tax of the current financial year increased by 15.13% to Rs.3,354.59 Lakhs as compared to Rs.2,913.85 Lakhs for the preceding financial year. The Companys Net Profit of the current financial year increased by 15.54% to Rs.2,468.15 Lakhs as compared to Rs.2,136.24 Lakhs for the preceding financial year.

Export Highlights

The export turnover (FOB), including exports in Rupees, stood at Rs.7,766.79 Lakhs compared to Rs. 6,278.57 lakhs in the corresponding previous year, reflecting an increase of 23.70%.

3. Dividend

Your Board of Directors had declared and paid an Interim Dividend of Rs. 1.50 (One Rupee and Fifty Paisa only) per Equity Share of Rs. 1/- (Rupees One only) each; being 150% (One Hundred and Fifty percent) of the total paid up Equity Share Capital of the Company, amounting to Rs. 486.75 Lakhs for the financial year ended March 31, 2025.

Further it is pleasure in recommending payment of Final Dividend of Rs.2.00 (Rupees Two only) per Equity Share of Rs. 1/- (Rupees One only) being 200% (Two Hundred percent) of the total paid up Equity Share Capital of the Company, amounting to Rs. 649 Lakhs for the financial year ended March 31, 2025.

The dividend, subject to the approval of the Members at the Annual General Meeting (“AGM”) scheduled to be held on Tuesday, September 09, 2025, will be paid within a period of thirty (30) days from the date of AGM to the Members whose names appear in the Register of Members, as on the Record Date, i.e. Tuesday, September 02, 2025.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

4. Transfer to Reserves

During the year under review, no amount has been transferred to the Reserves of the Company. Please refer to Statement of changes in Equity in the Standalone Financial Statement of the Company for details pertaining to changes during the year in Other Equity.

5. Share Capital: i). Paid-up Share Capital

The Paid-up Share Capital of the Company as on March 31, 2025, was Rs. 3,24,50,000/- (Rupees Three Crore Twenty Four Lakhs Fifty Thousand only) comprising of 3,24,50,000 (Three Crore Twenty Four Lakhs Fifty Thousand) Equity Shares of Re. 1/- (Rupee One only) each.

ii). Authorised Capital

As of March 31, 2025, the Authorised Share Capital of the Company stood at Rs. 10,00,00,000/- (Rupees Ten Crores Only). There was no change in the Authorised Capital of the Company during the year under review.

Your Company has neither issued any shares with differential rights as to dividends, voting or otherwise nor issued any sweat equity shares during the year under review.

6. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), is presented in separate section, forming part of this Integrated Annual Report.

7. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (the "Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and Indian Accounting Standard (Ind AS) 110-Consolidated Financial Statements, the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, form an integral part of this Integrated Annual Report.

8. Subsidiary, Joint Venture and Associate Companies

During the year under the review , the Company has two wholly owned subsidiary Companies namely, M/s. Modison HV Private Limited (formerly known as Modison Contacts Private Limited) and M/s. Modison Hitech Private Limited.

A statement providing details of performance and salient features of the financial statements of Subsidiary Companies, as per Section 129(3) of the Act, is provided under Form AOC-1 as Annexure A to this Report.

The Audited Financial Statements including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto are available on the Companys website and can be accessed at www.modisonltd.com.The financial statements of the subsidiary companies, as required, are available on the Companys website and can be accessed at www.modisonltd.com.

The Company has in place a Policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at www.modisonltd.com. The Company does not have any material subsidiaries.

The Company does not have any joint venture or associate company.

9. Secretarial Standards

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

10. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (‘SEBI).

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Integrated Annual Report. The Certificate from a Statutory Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

11. Contracts or arrangements with Related Parties

The contracts, arrangements, and transactions entered during the year with related parties were in its ordinary course of business and on an arms length basis.

During the year under review, the Company entered into transaction(s) with related party (ies), which were considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. The said transactions are reported in Form No. AOC-2, which is provided as Annexure B to this Report.

The Company has in place a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The Policy is available on the Companys website and can be accessed at www.modisonltd.com

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 43 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

12. Risk Management

The Company has in place Risk Management Committee which has established a robust Risk Management Policy and has been entrusted with the responsibility to assist the Board in; (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing all the risks that the organisation faces such as strategic, financial, market, security, operational, personnel, IT, legal, regulatory, reputational and other risks.

The Risk Management Committee has identified and assessed all the material risks that may be faced by the Company and ensured proper policy, procedure and adequate infrastructure are in place for monitoring, mitigating and reporting risks on a periodical basis.

13. Public Deposits

During the year under review, the Company has neither accepted nor renewed deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 (the “Act”), read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

14. Particulars of Loans, Guarantees or Investments

The details of Loan given and investments made by the Company under Section 186 of the Act, Regulation 34(3) and Schedule V of the SEBI Listing Regulations forms part of this Integrated Annual Report in the Notes 8 and 9 to the Standalone Financial Statements for the Financial Year ended March 31, 2025.

Further, your Company has not given any guarantee or provided any security which are covered under the provisions of Section 186 of the Act during the year under review

15. Internal Financial Controls

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to financial statement.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

The Audit Committee on a quarterly basis reviews the adequacy and effectiveness of the Companys Internal Controls and monitors the implementation of audit recommendations, if any.

16. Directors and Key Managerial Personnel

i). Directorate

The Board as on March 31, 2025, comprised of 6 (Six) Directors out of which 3 (three) are Independent Directors and 3 (three) are Executive Directors.

a. Appointments/ Re-appointments and Retirement by rotation

Re-appointment of Mr. Girdhari Lal Modi (DIN: 00027373) as Managing Director.

The tenure of Mr. Girdhari Lal Modi (DIN: 00027373) as Managing Director was due on July 08, 2024, the Board of Directors of the Company based on the recommendation of the Nomination & Remuneration Committee passed a Resolution on May 29, 2024, considering and approving the re-appointment of Mr. Girdhari Lal Modi (DIN: 00027373) as Managing Director with effect from July 09, 2024 till July 08, 2027. The term of appointment will be for a period of 3 years, subject to the approval of shareholders.

The afore mentioned re-appointments were duly approved by the Members of the Company at its 41^st Annual General Meeting which was held on July 30, 2024,

Appointment of Preeti Arvind Shah (DIN: 00020287) as Non- Executive Independent Directors

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company vide Resolution passed on August 13, 2024, had considered and approved the appointment of Ms. Preeti Arvind Shah (DIN: 00020287) as an Additional Director designated as an Non- Executive Independent Director with effect from August 13, 2024, in the vacancy created upon completion of the second term of Ms. Rita Dilip Bhatia (DIN: 06973893), Independent Director on October 27, 2024. The term of appointment of Ms. Preeti Arvind Shah as an Independent Director will be for a period of 5 years, subject to the approval of shareholders.

The resolutions pertaining to the above appointments were duly approved by the Members of the Company, on October 14, 2024, by means of Postal Ballot, exclusively through remote e-Voting, details of which have been provided in the

Report on Corporate Governance which forms part of this Integrated Annual Report.

Re-appointment as Joint Managing Director

The Re-appointment of Mr. Rajkumar Mohanlal Modi (DIN: 00027449) and Mr. Kumar Jay Modi (DIN: 00059396), as Joint Managing Directors were considered for the period of 3 years by the Board of Directors of the Company on the recommendation of Nomination & Remuneration Committee at its meeting held on August 13, 2024, due to expiration of their term as Joint Managing Directors on March 31,2025, respectively. Their term of appointment as Joint Managing Directors will be for a period of 3 year, i.e. April 01, 2025 till March 31, 2028, respectively, subject to the approval of shareholders.

The resolutions pertaining to the above re-appointments were duly approved by the Members of the Company, on October 14, 2024, by means of Postal Ballot, exclusively through remote e-Voting, details of which have been provided in the Report on Corporate Governance which forms part of this Integrated Annual Report.

Retirement by rotation and subsequent re-appointment

In terms of Section 152 of the Act, Mr. Kumar Jay Modi (00059396), who was liable to retire by rotation, was re-appointed by the Members at 41^st Annual General Meeting held on July 30, 2024.

In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Rajkumar Mohanlal Modi (DIN: 00027449), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has recommended his re-appointment.

The information as required to be disclosed under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (‘SS-2) in relation to Directors liable to retire by rotation is provided in the Notice of ensuing Annual General Meeting, forming part of this Integrated Annual Report.

b. Retirement / Cessation

Mrs. Rita Dilip Bhatia (DIN: 06973893), who was appointed as Non-Executive Independent Director of the Company for the first term on October 27, 2014 to October 26, 2019 and further was re-appointed for second term from October 27, 2019 till October 26, 2024.

Pursuant to completion of her tenure, Mrs. Rita Dilip Bhatia retired w.e.f. October 26, 2024. The Board placed on record its appreciation for the contribution made by Mrs. Rita Dilip Bhatia during her tenure Non-Executive, Independent Director of the Company. ii). Key Managerial Personnel (“KMPs”)

As on March 31, 2025, the following are the Key Managerial Personnel of the Company as per the provisions of the Act and rules made thereunder:

Mr. Murlidhar Narayan Nikam, Chief Executive Officer Mr. Ramesh Mangilal Kothari, Chief Financial Officer

Ms. Pooja Birendra Sinha, Company Secretary & Compliance Officer with effect from February 13, 2025.

Ms. Reema Nalin Solanki, has relinquished her position as the Company Secretary & Compliance Officer w.e.f. January 08, 2025.

iii). Board Independence

In the opinion of the Board, all the Independent Directors on the Board possess requisite qualifications, experience (including proficiency, as applicable) and expertise and hold highest standards of integrity.

The Company has received declarations from all the Independent Directors of the Company confirming that: i) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and ii) they have registered their names in the Independent Directors Databank.

All Independent Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Act.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company and can be accessed at: www.modisonltd.com

Mr. Ashok Shantilal Jatia, Mr. Jayant Govindrao Kulkarni and Ms Preeti Arvind Shah serve as the Independent Directors on the Board of the Company as on March 31, 2025. Further, the details of the membership of committees and the qualifications and expertise of all the Directors are covered in the Report on Corporate Governance which forms part of this Integrated Annual Report.

iv). Board Effectiveness

(a) Performance Evaluation

The Nomination & Remuneration Committee has established criteria for evaluating the performance of the Board, its Committees, and individual Directors, including Independent Directors. These criteria encompass various aspects such as the adequacy of the Boards and Committees composition, Board culture, and the execution of duties and governance responsibilities.

In accordance with the Act, Regulation 17 of the SEBI Listing Regulations, and the SEBI Guidance Note on Board Evaluation, the Committee and the Board conducted the annual performance evaluation using predefined templates. This evaluation covered the performance of the Board, its Committees, and individual Directors based on parameters such as engagement and contribution, independence of judgment, and the protection of the Shareholders and Companys interests.

The Board of Directors has expressed its satisfaction with the evaluation process

(b) Familiarisation Programme for Independent Directors

In compliance with Section 149 read with Schedule IV of the Act, and Regulation 25 of the SEBI Listing Regulations, the Company ensures that its Independent Directors are familiarised with their roles, rights, and responsibilities, as well as the nature of the industry, the Companys business model, and key operational aspects.

To facilitate this, periodic presentations are made to the Board and its Committees, covering business and performance updates, operational strategies, developments in the global business environment, and the associated risks and mitigation measures undertaken by the Company.

Details of such familiarisation programmes for the Independent Directors are available on the website of the Company www.modisonltd.com .

17. Number of Meetings of the Board and its Committees

In the ordinary course of business, meetings of the Board and its Committees are convened to deliberate on key matters including business strategy, financial performance, digital transformation, governance, and other operational issues.

A tentative schedule of Board and Committee meetings for the upcoming financial year is shared with Directors in advance, enabling them to plan their participation effectively. In addition, to address time-sensitive matters, certain proposals are approved by circulation, ensuring prompt decision-making in urgent situations.

Board Meetings

During the Financial Year 2024 25, the Board of Directors met four (4) times. Details regarding these meetings, including Director Attendance, are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The time gap between meetings complied with the requirements of the Act and SEBI Listing Regulations.

Board Committees

As part of its commitment to sound corporate governance and in accordance with the provisions of the Act and SEBI Listing Regulations, the Board has constituted several Committees. Currently, the Company has 6 (six) Board-level Committees, each established to address specific business needs and ensure compliance with applicable laws and regulatory requirements.

i) Audit Committee;

ii) Nomination & Remuneration Committee;

iii) Stakeholders Relationship Committee;

iv) Corporate Social Responsibility Committee;

v) Risk Management Committee

vi) Finance Committee

vii) Share Transfer Committee;

The composition, terms of reference, number of meetings held and business transacted by the Committees are mentioned in the Report on Corporate Governance which forms part of this Integrated Annual Report.

Separate Meeting of Independent Directors

As stipulated under Section 149(8) read with Schedule IV of the Act, 2013 and Regulation 25 of Listing Regulations, 1 (one) separate meeting of Independent Directors was held on February 13, 2025, to review the performance of the Chairperson (the Chairperson left the meeting for this particular agenda, as the Chairperson is an Independent Director), other Non-Independent Directors, various Committees of the Board and the Board as a whole.

The Independent Directors also reviewed the quality, content and timeliness of the flow of information from the management to the Board and its committees which is necessary to perform reasonably and discharge their duties. The meeting was attended by all the Independent Directors of the Company.

Reconstitution of Committees

During the year under review, and based on the recommendations of the Nomination & Remuneration Committee, the Board re-constituted various Board Committees at its meeting held on May 29,2024 and August 13,2024.

The details and composition of the all above Committees of the Board are given in the report on Corporate Governance, which forms part of this integrated Annual Report.

18. Particulars of Directors and Employees

The table containing names and other particulars of Directors in accordance with the provision of Section 197(12) of the Act read with Rule 5(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure C.

The statement containing particulars of employees as required under provision of Section 197(12) of the Act read with Rule 5(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer at shareholder@modison.com .

19. Transfer of Unpaid/ Unclaimed Dividend and Equity Shares to the Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of 7 (seven) years from the due date is required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

Further, according to the IEPF Rules, all the shares in respect of which any dividend has not been claimed by the Members for 7 (seven) consecutive years or more shall also be transferred by the Company to the designated Demat Account of the IEPF Authority (“IEPF Account”) within a period of 30 (thirty) days of such shares becoming due to be transferred to the IEPF Account.

Your Company gives advance notice/intimations to the Members of the Company to claim their unclaimed dividend and underlying shares.

Transfer of Unpaid/ Unclaimed Dividend to the IEPF :

An amount of Rs. 60,194/- (Rupees Sixty thousand One Hundred and Ninety Four Only) being amount lying in the Companys unpaid/unclaimed Interim Dividend account, which pertains to financial year 2017-2018, was transferred to the IEPF Authority on March 11, 2025, details are available on the website of the Company www.modisonltd.com

Transfer of Equity Shares to the IEPF:

During the year under the review, 1000 Equity Shares of Rs. 1/- each, being Equity shares in respect of which any dividend has not been claimed by the Members for 7 (Seven) consecutive years or more i.e since financial year 2016-2017, were transferred by the Company to the designated Demat Account of the IEPF Authority on April 08, 2024, details for the same are made available on the website of the Company www.modisonltd.com

Members, whose shares / dividend are transferred to IEPF as stated above, can still claim the shares/ dividend from the IEPF Authority by submitting an application in Web Form No. IEPF-5 available on www.iepf.gov.in.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such Demat account shall not be transferred or dealt with in any manner whatsoever except for the purpose of transferring the shares back to the claimant as and when he approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such Demat account.

Transfer of Dividend on account of Equity Shares transferred to the fund:

In accordance with the Interim Dividend declared during the year by the Board of Directors at their meeting held on February 13, 2025, the dividend amounting to Rs. 4,888.50/- (Rupees Four Thousand Eight Hundred Eighty-Eight and Fifty Paise only) pertaining to the Equity Shares that were transferred to the designated Demat Account of the Investor Education and Protection Fund (IEPF) Authority, was credited to the IEPF Fund by the Company on February 27, 2025.

20. Auditors

Statutory Auditors

M/s. M L BHUWANIA AND CO LLP, Chartered Accountants (ICAI Firm Registration Number 105047W) were appointed as Statutory Auditors of the Company by the Members at the 39^th Annual General Meeting held on July 06, 2022, to hold office as Statutory Auditors for a term of 5 (Five) consecutive years, i.e. till the conclusion of 44^th Annual General Meeting scheduled to be held for the financial year 2026-2027.

The Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, forms part of this Integrated Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations, or adverse remarks. The Auditors Report is self-explanatory and, therefore, does not call for any further comments or explanations.

During the year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013.

The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

The Representative(s) of Statutory Auditors attends the Annual General Meeting of the Company.

Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost records as specified by the Central Government. Accordingly, the Company has maintained cost accounts and records in the prescribed manner. The records maintained by the Company under Section 148 of the Act are required to be audited by a Cost Accountant.

The Board of Directors of the Company on the recommendation of Nomination & Remuneration Committee, re-appointed M/s. N. Ritesh & Associates, Cost Accountants, Mumbai (FRN: R100675) as Cost Auditors of the Company to conduct audit of cost records of the Company for the financial year 2024-25, subject to the ratification of fees by the Members at the ensuing Annual General Meeting. Accordingly the Members at their 41^st Annual General Meeting held on July 30, 2024, rectified the remuneration of Cost Auditors to Rs. 60,000/- (Rupees Sixty Thousand only) plus taxes for the financial year 2024-25.

M/s. N. Ritesh & Associates have confirmed that the cost records for the Financial Year ended March 31, 2025, are free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. They have further confirmed their independent status.

They are eligible for re-appointment and the Company has received confirmation from them to the effect that they are not disqualified from acting as Auditors of the Company.

The Board of Directors at their Meeting held on May 27, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s. Ritesh & Associates, Cost Accountants, Mumbai (FRN: R100675) as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the financial year 2025-26. A remuneration of Rs. 60,000 (Rupees Six thousand Only) plus applicable taxes, has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing Annual General Meeting.

Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for Financial Year 2025-26 will be placed at the ensuing Annual General Meeting.

Secretarial Auditors

The Board of Directors at its meeting held on August 13, 2024, on the recommendation of Audit Committee has re-appointed M/s. Ragini Choksi, Company Secretaries, Mumbai, as Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2024-2025. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure D to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per SEBI Regulations and circulars/ guideline issued thereunder.

Further, the wholly-owned subsidiaries of the Company as mentioned above are not material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI Listing Regulations, do not apply to such subsidiaries.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on May 27, 2025, approved the appointment of M/s. Ragini Choksi, Company Secretaries as the Secretarial Auditors to conduct audit of the secretarial records of the Company for the period of 5 (five) consecutive financial years i.e for financial Year 2025-2026 to 2029-2030 at a remuneration of Rs.70,000/- (Rupees Seventeen Thousand only) plus applicable taxes, subject to the approval of Members at the ensuing Annual General Meeting.

Accordingly, the matters relating to the appointment of secretarial Auditors will be placed at the ensuing Annual General Meeting and the Resolution for the said appointment forms part of Notice of ensuing Annual General Meeting.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. V Singhi & Associates, Chartered Accountants,(FRN: 311017E) Mumbai as Internal Auditors of the Company for the financial year 2024- 25.

The Internal Auditors submitted their report to the Audit Committee on quarterly basis. Based on the report of Internal Auditor, the management undertook corrective actions in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee.

The Board of Directors at their meeting held on February 13, 2025, has re-appointed M/s. V Singhi & Associates, Chartered Accountants (FRN: 311017E), Mumbai, as the Internal Auditors of your Company for the Financial Year 2025-2026 to review various operations of the Company at remuneration of Rs. 800,000/- (Rupees Eight Lakhs only) plus applicable taxes.

21. Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2025 is available on the website of the Company www.modisonltd.com

22. Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made thereunder, the Company has in place a policy which mandates zero tolerance against any conduct amounting to sexual harassment of women at workplace.

The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted to create sensitivity towards ensuring respectable workplace.

The Internal Complaints Committee was re-constituted on November 13, 2024, due to cessation of Ms. Rita Dilip Bhatia, Independent Director of the Company.

23. Directors Responsibility Statement:

Your directors to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) read with Section 134(5) of the Act state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they 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 at the end of the financial year March 31, 2025 and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis; v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Disclosure with Respect to Demat Suspense Account / Unclaimed Suspense Account:

The Company does not have any of its securities lying in Demat / unclaimed suspense account arising out of public / bonus / right issues as at March 31, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

25. Vigil Mechanism / Whistle Blower Policy:

Over the years, the Company has earned a strong reputation for conducting its business with integrity and upholding a zero-tolerance policy towards unethical practices. This steadfast commitment has fostered a positive work environment and strengthened trust and credibility among stakeholders.

The Company has adopted Vigil Mechanism / Whistle blower Policy for Directors and employees in accordance with the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations to deal with instance of fraud and mismanagement, if any. It also provides adequate safeguards against victimization of directors or employees or any other person who avails the mechanism and it provides for direct access to the Chairman of the Audit Committee in exceptional cases.

We affirm that during the financial year under review, no employee or director was denied access to the Chairman of the Audit Committee.

The details of the Vigil Mechanism are provided in the report on Corporate Governance and the policy can be can be accessed at www.modisonltd.com

26. Corporate Social Responsibility

The Company believes that economic value and social value are inherently interconnected, and remains committed to nurturing an interdependent ecosystem comprising diverse stakeholders. Recognizing the pivotal role corporates play in driving social change, Modison has maintained a flexible and responsive approach to its social and developmental mandate, aligning its efforts with evolving societal challenges.

The Company has constituted a CSR Committee in terms of the requirements of Section 135 of the Act, 2013 read with the rules made thereunder. Details of the same is provided in the Corporate Governance Report which forms part of this Annual Report. The Companys CSR Policy is available on the website of the Company and can be accessed at www.modisonltd.com

The Chief Financial Officer of the Company has certified that CSR funds disbursed for the projects have been utilised for the purposes and in the manner as approved by the Board.

The details of the initiatives taken by the Company as per the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended are given in Annexure E, which forms part of this Report.

27. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo is given in Annexure F, which forms part of this Report

28. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions / events on these matters during the year under review No fraud has been reported by the Auditors to the Audit Committee or the Board. There has been no change in the nature of business of the Company. Issue of debentures / bonds / warrants / any other convertible securities. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. There was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. No material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the financial statements related to and date of this report.

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

29. Acknowledgement

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the customers, vendors, banks, government and regulatory authorities, stock exchanges and members, during the year under review.

For and behalf of Board of Directors of Modison Limited
Girdhari Lal Modi	Kumar Jay Modi
Managing Director	Jt. Managing Director
DIN: 00027373	DIN: 00059396
Place: Mumbai
Date: May 27, 2025