Your directors have pleasure in presenting the 4^th Annual Report of Modi's Navnirman Limited ("the
Company" or "MNL") on the business and operations 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 financial year
ended March 31, 2025, as compared to the previous financial year are summarized below:

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

In the financial year 2023-24, the Company raised funds by issue of 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) ' for which the Company has obtained shareholders' approval at an Extra
Ordinary General Meeting held on February 16^th, 2024.

The shareholders during the year exercised the option of conversion of 5,00,000 warrants to fully paid-
up 5,00,000 equity shares, for which the company received listing 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
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.

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

The performance and financial position of the
subsidiaries, companies for the year ended
March 31, 2025 is attached to the financial
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 amalgamating 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 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, 2025 is
annexed to this Board's report in form AOC -1
as AnnexureI

6. TRANSFER TO RESERVES:

All profits 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 Fifty-
nine lakhs twelve thousand) comprising of
1,95,91,200 shares (One Crore ninety-five lakh
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.

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 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.

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

10. 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.

11. 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.

12. 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. 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 financial statements
for the transactions with related parties
entered during the year under review.

13. 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.

14. 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.

15. 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.

16. MATTERS RELATED TO DIRECTORS
AND KEY MANAGERIAL PERSONNEL

Board of Directors and Key Managerial
Personnel

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

Mrs Payal Sheth (DIN: 09520424) is liable to
retire by rotation at the 4^th Annual General
Meeting in terms of Section 152 read with
Section 149(13) of the Companies Act, 2013,
and the said Director has offered herself 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 8 (Eight) Directors (including two
Woman Director, out of which 4 (Four)
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:

*Anil Kapasi is appointed as on July 10^th, 2025 as
Additional Non-executive Independent Director, subject
to the approval of shareholders in ensuing Annual
General Meeting.

**Chintan Shah is appointed as on July 10^th, 2025 as
Additional Non-executive Independent Director, subject
to the approval of shareholders in ensuing Annual
General Meeting.

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: -

17. DISCLOSURES RELATED TO BOARD,
COMMITTEES AND POLICIES.

Board Meetings

The Board of Directors met 4 times during the
financial 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
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 2024-25 on May 27^th, August 16^th,
November 14^th and February 17^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 2024-25 on November 14^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 applicable
from FY 2024-25 and hence a CSR Committee
was formed by the Board on May 26^th, 2025
The CSR Committee comprised of 3 members,
i.e. 1 Independent Director and 2 Executive
Director. The composition of the CSR
Committee complies with the requirements of
the Act. The Company Secretary acts as
secretary to the Committee.

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.

18. 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.

Observation of statutory auditors on financial
Statements for the year ended March 31,
2025

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 LLP., a firm
of Company Secretaries in Practice (CP No.
8108), to undertake the Secretarial Audit of the
Company for the F.Y. 2024-25.

Further, In terms of Regulation 24A read with
other applicable provisions of the SEBI Listing
Regulations 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
Section 204 and other applicable provisions of
the Companies Act, 2013 read with Regulation
24A and other applicable provisions of the SEBI
Listing Regulations.

For identification of Secretarial Auditor, the
Management of the Company had initiated the
process and had detailed interactions with
certain eligible audit firms and assessed them
against a defined eligibility and evaluation
criteria.

As part of the assessment, the Management
also considered the eligibility and evaluated
the background, expertise and past

performance of M/s JNG & Co. LLP as the

Secretarial Auditors of the Company since
incorporation of the company.

The Board considered the recommendation of
the Audit Committee with respect to the
appointment of M/s. JNG & Co. LLP as the
Secretarial Auditors of the Company. Based on
due consideration, 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 five years
commencing from the conclusion of the
ensuing 4th Annual General Meeting
scheduled to be held on September 19^th, 2025,
through the conclusion of 9^th Annual General
Meeting of the Company to be held in the year
2030, for conducting secretarial audit of the
Company for the period beginning from
FY2025-26 through FY 2029-30.

The above proposal and related information
forms part of the Notice of the AGM and is
placed for your approval.

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

As required under provisions of Section 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 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 2024-25. 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.

19. 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/"

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
"https://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 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.

22. 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.

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 Platform) Limited and the Company
has paid the applicable listing fees to the Stock
Exchange till date.

25. 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 III.

26. 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.

27. DISCLOSURE IN ACCORDANCE WITH
THE PROVISIONS OF THE MATERNITY
BENEFIT ACT, 1961:

In accordance with the provisions of the
Maternity Benefit Act, 1961 and the rules
framed thereunder, the Company is committed
to providing all benefits and protection 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 benefits as
per the statutory provisions. The Company also
strives to provide a safe, supportive and
inclusive work environment for women
employees during and after their maternity
period.

During the year under review, the
Company has complied with all applicable
provisions of the Maternity Benefit Act,
1961. No complaints or concerns relating
to maternity benefit non-compliance were
reported during the financial year.

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

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 application 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 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.

30. 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

SD/-

Dinesh Modi

Chairman & Managing Director
DIN:02793201

Date: August 18^th, 2025

Registered Office
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