Modella Woollens Ltd

To,

The Members,

Your Directors hereby present their 62^nd Annual Report on the business and operations of the Company together with the audited Statements of the accounts for the year ended on 31st March, 2024.

SUMMARY OF FINANCIAL PERFORMANCE (Amt. in Thousands)

DIVIDEND

Your Directors have not recommended any dividend.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors, to the best of their knowledge, confirms that

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have 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 and of the loss of the Company for that period;

c) proper and sufficient care has been taken 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;

d) the annual accounts have been prepared on a going concern basis; e) 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

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

MANAGEMENT DISCUSSION AND ANALSYIS

To avoid duplication of certain information in Directors' Report and Management Discussion &

Analysis, the Board of Directors of your Company has presented the composite summary of performance and functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company has not done any business during the year under review. Your Directors are actively considering various avenues of business. However, the Company earned an income in form of professional fees and commission during the year under review.

REGULATIONS

Your Company is complying with various applicable laws and regulations.

PERFORMANCE

During the year under review, your Company had an income of Rs.794.21 thousand in form of other income, which mainly comprises of professional fees and commission. After incurring administrative expenses, the Company incurred a loss of Rs.1,289.56 thousand as against a pre-tax profit of Rs.14,125 thousand.

Your Directors do not propose to transfer any amount to general reserves.

MATERIAL CHANGES AND COMMITMENT

There have been no material change and commitment affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

OPPORTUNITY AND THREATS

Your Directors are actively considering various options and avenues to commence the business.

Indian economy is one of the fastest growing economy in the world, staging a broad based recovery across sector. The Government of India has continued its thrusts on structural reforms to raise India's potential growth. Capital spending of the government on infrastructure and various incentive scheme to boost manufacturing are expected to boost the small and medium enterprises.

The global microeconomic environment continues to be confronted with myriad challenges; these includes continuing impact of the Russia-Ukraine conflict, unrest in west Asian countries, global inflation remaining sticky and at elevated level, recessional pressures in most advanced economies, specter of stress in financial sector and the cost of leaving crisis in several economies, especially in near term.

FUTURE OUTLOOK

The government of India has continued its thrust on structural reforms and infrastructure development to raise India's potential growth. Various stimulus being provided by the Government to sustain the growth and measures to control the rising prices of commodities will show the results in long to medium terms. Your Directors look forward a better future of your Company.

SUBSIDIARY

The Company does not have any subsidiary company.

CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

CORPORATE GOVERNANCE

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

LOANS, GUARANTEE AND INVESTMENT

The Company has not given any loan or made investment nor has given any guarantee or provided security during the financial year under review.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES

In absence of any business activity, the Company did not enter into any material contract/arrangements with related parties, except demat charges paid to SPS Stock Brokers Pvt. Ltd.. Since such transaction with the related party entered into by the Company was in the ordinary course of business and was at arm's length basis, Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information as required under the provisions of Section 143(3)(m) of the Act is not furnished. During the year, the Company neither earned nor spent any foreign exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On 20^th October, 2023, Mr. Mehul S. Trivedi was appointed as an Additional Director Independent Director by the Board. In accordance with the provisions of Section 160 of the Companies Act, 2013 Mr. Mehul S. Trivedi would vacate the office. The Company has received a notice from one of its members signifying intention of proposing Mr. Trivedi's candidature for appointment as an

Independent Director. Mr. Mehul S. Trivedi is Commerce Graduate and has about 23 years business experience. Your Directors are of the view that the association of Mr. Trivedi will be in the interest of the Company.

At present, Board of Directors comprises of four Directors viz. Mr. Sandeep P Shah, Mrs. Alpa Vinesh Shah and Mr. Nirav V. Shah, Independent Director and Mr. Mehul S. Trivedi Independent Director.

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mr. Sandeep P. Shah (DIN: 00368350) shall retire by rotation in the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

The Company had the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013 as on 31^st March, 2024:

1. Mr. Dhirajprasad Vaishnaav, Chief Executive Officer (upto 03/06/2023)

2. Mr. Devang Jasvant Parikh, Chief Executive Officer (w.e.f. 29/03/2024)

3. Ms. Chaitali Viral Shah, Chief Finance Officer

4. Mr. Rohit Nawal, Company Secretary (upto 19/01/2024)

5. Miss Sneha U. Shukla (w.e.f. 01/03/2024)

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

BOARD MEETINGS

Five meetings of the Board of Directors were held during the year under review. One meeting of the Independent Directors was also held during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

AUDIT COMMITTEE

The Audit Committee was reconstituted on 20^th October, 2023. The Audit Committee presently comprises of, Mr. Nirav V. Shah; Independent Director, Mr. Mehul Trivedi, Independent Director, and Mrs. Alpa V. Shah, Director. All the members of the Committee are having financial and accounting knowledge. The Committee met four (4) times during the financial year 2023-24.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The Nomination and Remuneration Committee presently comprises of Mr. Nirav V. Shah, Mrs. Alpa V. Shah, and Mr. Sandeep P. Shah, all non-Executive Directors. The Committee met once during the financial year under review.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee consists of three members viz. Mr. Nirav V. Shah, Mr. Sandeep Shah and Mrs. Alpa V. Shah as its members. The Committee mainly looks into redressal of shareholders and investors grievances with respect to transfer of shares, dematerialization of shares, non-receipt of annual report or declared dividend, etc. The shareholders' grievances committee met once during the year. During the year ended 31^st March, 2024, the Company did not receive any complaint from any of its members.

CSR COMMITTEE

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

INTERNAL CONTROL SYSTEM

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who reports to the Audit Committee.

RISK MANAGEMENT

The management continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

EMPLOYEE

Relations between the management and employees were cordial through-out the year.

The Company had only five employees during the year under review, namely Chief Executive Officer (CEO), Chief Finance Officer (CFO) and Company Secretary (CS).

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors' Report for the year ended 31st March, 2024 is given in a separate annexure 1 to this report.

AUDITORS

According to Directors, there are no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company, were appointed as Statutory Auditors by the members of the Company in their 61^st Annual General Meeting held on 29^th September, 2023 for consecutive period of five years till the conclusion of 66^th Annual General Meeting of the Company.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary for the financial year 2023-24. The report on the Secretarial Audit is appended as Annexure 2 to this report. According to the Board of Directors the report does not have any adverse remark.

INTERNAL AUDITOR

Ms. Bhavna Pandya, Chartered Accountant, is the Internal Auditor of the Company. She reports to the Audit Committee.

COST AUDIT

Provisions relating to cost audit is not applicable to your Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and company's operations in future.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended 31^st March, 2024 is placed on the website of the Company at www.modellawoolens.com

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013 your Company has duly constituted an internal complaint committee. The Committee has formulated a policy to ensure protection to its female employees.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

ACKNOWLEDGEMENT

The Directors wish to thank the Company's Bankers and all the employees for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.