Modis Navnirman Ltd

REPORT

To

The Members,

Modi's Navnirman Limited

Your directors have pleasure in presenting the 3^rd Annual Report of Modi's Navnirman Limited ("the Company" or "MNL") on the business and

1. OPERATING RESULTS:

Certain key aspects of the Company's performance (on a standalone basis) during the financial year ended March 31, 2024, as compared to the previous financial year are summarized below:

2. DIVIDEND:

The Board strongly believes that the current market scenario would offer attractive business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in the long term. Accordingly, with a view to create the long-term economic value, your directors have not recommended any dividend for the year.

operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2024.

3. MATERIAL CHANGES AND

COMMITMENTS AFFECTING THE

FINANCIALS POSITION OF THE COMPANY

The Company During the year under review, raised funds by issue of 21,71,200 (Twenty One lakh shares seventy one thousand and two hundred) equity shares and 5,00,000 shares Convertible Warrants of face value of ' 10 each on a preferential basis, for cash, at an issue price of ' 210 (Rupees Two hundred and ten only) aggregating to an amount not exceeding ' 56,09,52,000 (Rupees Fifty six crores nine lakhs fifty two thousand Only) for which the Company has obtained shareholders' approval at an Extra Ordinary General Meeting held on February 16^th, 2024.

The Company received the In-principal Approvals' from BSE Limited.

In compliance with requirement of SEBI ICDR, the balance 75% subscription amount are payable by allottees before 18 months from the date of allotment of Warrants.

As on March 31, 2024, Company has 5,00,000 outstanding warrants convertible into Equity Shares of the Company.

4. NATURE OF BUSINESS:

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

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

The performance and financial position of the subsidiaries, companies for the year ended March 31, 2024 is attached to the financial statements hereto. Shree Modi's Navnirman Private Limited 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.

6. 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 affairs of the subsidiaries. In accordance with Section 129(3) of the Act, read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards specified under Section 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 financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company's website, https://modisnirman.com/investors-relation/

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures as per Rule 8 of Company's (Accounts) Rules, 2014, a report on the financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended 31^st March, 2024 is

annexed to this Board's report in form AOC -1 as Annexure I

7. TRANSFER TO RESERVES:

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

8. SHARE CAPITAL AND CHANGES IN IT

Authorized Share Capital:

Your company increased the Authorised Share Capital of the Company from the existing Rs.

17.00. 00.000/- (Rupees Seventeen Crores Only) divided into 1,70,00,000 (One Crore Seventy Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to 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. By creating additional Equity Shares of Rs.3,00,00,000/- (Rupees Three Crores Only) divided into

30.00. 000 (Thirty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) by alteration in the Clause-V (Capital Clause) of Memorandum of Association relating to Share Capital of the Company, which was approved by the shareholder in the extra-ordinary general meeting held on February 16^th, 2024

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. 19,59,91,200 (Nineteen Crores Fifty- nine lakhs ninety-one thousand two hundred) comprising of 1,95,91,200 shares (One Crore ninety-five ninety-one thousand and two hundred) equity shares of Rs. 10/- (Rupees Ten Only) each.

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

9. 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 classified as 'Deposits' in

terms of Section 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.

10. 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 affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

11. INTERNAL FINANCIAL CONTROLS

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

12. DISCLOSURE OF ORDERS PASSED BY

REGULATORS OR COURTS OR TRIBUNAL ^

No significant 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 operations in future.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section 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 transactions/contracts/ arrangements are material (i.e., satisfying the criteria provided in first proviso of section 188(1) of the Companies Act, 2013) in nature. Hence, no particulars in form AOC-2 are furnished. Kindly refer the financial statements for the

transactions with related parties entered during the year under review.

14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

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

15. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

16. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture)

Rules, 2014 is furnished.

17. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors and Key Managerial Personnel

There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.

Mr Mahek Modi is liable to retire by rotation at the 3^rd Annual General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act, 2013, and the said Director has offered himself for reappointment. The resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting, and the brief profile and other information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") relating to him, forms part of the Notice of ensuing Annual General Meeting.

Directors:

During the year under review, the Board comprises of 6 [Six] Directors (including two Woman Director, out of which 2 [Two] Directors are Non-Executive Independent Directors], 1 [One] Director is Non-Executive Non-Independent Director and 3 [Three] are Executive Directors including 1 [One] Chairman and 1 [One] Managing Director as follows:

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of independence as specified in Section 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 & Executive Director, Chief Financial officer and Company Secretary.

The details are as below: -

18. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES.

Board Meetings

The Board of Directors met 5 times during the financial year on May 09^th , August 12^th, November 8^th, January 18^th and March 9^th ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors have attended all the meetings and actively participated in the meetings and provided their valuable inputs on the matters brought before the Board.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013.

Composition of Nomination & Remuneration Committee is as follows:

The committee has met once on January 18^th in the financial year 2023-24 with all the members present.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.

Composition of Audit Committee is as follows:

The committee has met 4 times in the financial year 2023-24 on May 19^th, August 12^th, November 08^th and Jan 18^th with all the members present in all the meetings

Stakeholders Committee

A stakeholders committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Composition of Audit Committee is as follows:

The committee has met once in the financial year 2023-24 on November 8^th with all the members present.

Corporate Social Responsibility Committee

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee is not applicable hence no committee has been formed.

N A

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 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

https://modisnirman.com/investors-relation/

Fraud Reporting

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

Annual Evaluation of Directors, Committee and Board

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee, and the Board had been carried out.

19. AUDITORS AND REPORTS

I. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 deleting the provision of annual ratification of the appointment of auditor, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with and no resolution has been proposed for the same.

The Company has appointed M/s. DGMS & Co., Chartered Accountants (Firm Registration No - 0112187W in the 1^st Annual General Meeting to hold office till the conclusion of 6^th Annual General Meeting to be held in the year 2027.

IRM AN

Observation of statutory auditors on financial Statements for the year ended March 31, 2023

The auditor's report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

II. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24.

Secretarial Audit report for the year ended

March

31, 2023.

As required under provisions of Section 204 of the Companies Act, 2013, the reports in respect of the Secretarial Audit for FY 2022-23 carried out by JNG & Co., Company Secretaries, in Form MR-3 forms part to this report.

Also, the Secretarial Audit Reports for FY 202223 in Form MR-3 in respect of Modi's Navnirman Limited, does not contain any adverse observation or qualification or modified opinion.

III. Cost Auditor:

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

IV. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of Section 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 financial year 2022-23. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from me to me.

20. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for Prevention 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 securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading)

Amendment Regulations, 2018. The Code is available on the Company's website "https://modisnirman.com/investors- relation/"

21. 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 "https://modisnirman.com/"

22. OBLIGATION OF COMPANY UNDER

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and an Internal Complaints Committee 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 Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

23. OTHER DISCLOSURES

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

Extract Of Annual Return

Pursuant to Section 92(3) read with the provisions of Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2023 is available on the

website of the Company at www.modisnirman.com, under the following https://modisnirman.com/investors-relation/.

Conservation of energy, technology absorption and Foreign Exchange Earnings and Outgo

Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engaged in any manufacturing activity, issues relating to technology absorption are not quite relevant to its functioning. During the year under review there is no foreign exchange earnings and outgo.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the mandatory Secretarial Standards.

25. LISTING FEES

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

26. CERTIFICATE OF NON

DISQUALIFICATION OF DIRECTORS

In accordance with the Listing Regulations, a certificate has been received from JNG and CO., Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure II.

27. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions. Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted

from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

28. Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby Confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable;

(b) such accounting policies have been selected and applied consistently and the Directors made judgements 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, 2023 and of the profits of the Company for the year ended on that date;

(c) Proper and sufficient care was 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 of the Company have been prepared on a going concern basis;

(e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

22. ACKNOWLEDGEMENTS AND

APPRECIATION:

Your directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities

For their consistent support/encouragement to the Company.

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

For and on behalf of the Board of Directors