Directors Report of Modis Navnirman Ltd.

Mar 31, 2025

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:

Particulars	Consolidated	Consolidated	Standalone	Standalone
	(2024-2025)	(2023-2024)	(2024-2025)	(2023-24)
Revenue from Operations	8653.86	5778.39	7502.83	2089.17
Other income	202.86	12.05	232.07	248.42
Total revenue	8856.73	5790.45	7734.90	2337.59
Profit before tax	1649.37	906.38	1101.28	290.61
Profit after tax	1225.16	233.37	820.40	257.30
Other comprehensive income	0	3.85	0	0
Total Comprehensive Income	1225.16	669.17	820.40	257.30

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

In the 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:

Name of the Director	Nature of Director
Dinesh Modi	Chairman and Managing Director
Mahek Modi	Whole-time Director and Chief Financial Officer
Rashmi Modi	Whole-Time Director
Payal Sheth	Non-executive Non-Independent Director
Vinit Mehta	Non-executive Independent Director
Hiren Rupani	Non-executive Independent Director
*Anil Kapasi	Non-executive Independent Director
**Chintan Shah	Non-executive Independent Director

*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: -

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

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:

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

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:

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

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:

Name of the Director	Directorship	Nature of Director
PayalSheth	Chairman	Non-executive Director
Hiren Rupani	Member	Non-executive Independent Director
Mahek Modi	Member	Whole-time Director & CFO

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.

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

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: [email protected]
Website: www.modisnirman.com

---

Mar 31, 2024

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:

Particulars	Consolidated	Standalone
	(2023-2024)	(2023-2024)
Revenue from operations	5778.39	2089.17
Other income	12.05	248.42
Total revenue	5790.45	2337.59
Profit before tax	906.38	290.61
Profit after tax	233.37	257.30
Other comprehensive income	3.85	0
Total Comprehensive Income	669.17	257.30

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:

Name of the Director	Nature of Director
Dinesh Modi	Chairman and Managing Director
Mahek Modi	Whole-time Director and Chief Financial Officer
Rashmi Modi	Whole-Time Director
Payal Sheth	Non-executive Director
Vinit Mehta	Non-executive Independent Director
Hiren Rupani	Non-executive Independent Director

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: -

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

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:

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

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:

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

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:

Name of the Director	Directorship	Nature of Director
Payal Sheth	Chairman	Non-executive Director
Hiren Rupani	Member	Non-executive Independent Director
Mahek Modi	Member	Whole-time Director & CFO

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.

fNIRMAN

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

SD/-

Dinesh Modi

Chairman & Managing Director DIN: 02793201

Date : August 16^th, 2024.

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: [email protected] Website: www.modisnirman.com

---

Mar 31, 2023

Your directors have pleasure in presenting the 1^st Annual Report of Modi''s Navnirman Limited ("the Company") on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2023

1. OPERATING RESULTS:

The Company has completed one year to incorporation, certain key aspects of the Company''s performance (on a standalone and consolidated basis) during the financial year ended March 31,2023, are summarized below: (In crores)

Particulars	Consolidate d	Standalon e
	(2022-2023)	(2022 2023)
Revenue from operations	4307.15	148.50
Other income	88.74	22.16
Total revenue	4395.89	170.66
Profit before tax	769.15	8.67
Profit aftertax	575.55	6.49
Other comprehensiv e income	0.82	2.68
Total Comprehensiv e Income	576.38	9.17

2. DIVIDEND:

The Board is pleased to recommend a dividend of '' 1/- (Rupees One) per equity share 10% (Ten percent), of the face value of'' 10/- (Rupees Ten) each for the FY 2022-23, payable to those shareholders, whose names appear in the Register of Members/ Beneficial ownership list provided by the depositories on the record date, subject to approval of

Shareholders in the 2^nd Annual General Meeting.

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

The Company was incorporated on March 04^th, 2022 as a public company limited by shares. Later on, July 6^th, 2022 the shares of the company were listed on BSE SME with a share capital of 4,23,00,000 with 42,30,000 shares out of which 12,60,000 shares were offered to the public.

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, 2023 is attached to the financial statements hereto. During the year Shree Modi''s Navnirman Private Limited became 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, 2023 is annexed to this Board''s report in form AOC -1 as Annexure A.

7. TRANSFER TO RESERVES:

All profits earned during FY 2022-23 are transferred to free reserves.

8. SHARE CAPITAL AND CHANGES IN IT Initial Public Offer:

During the year under review, the company has issued and allotted 12,60,000 Equity

Shares of Rs.10/- each fully paid up, were issued pursuant to resolution passed by the Board of Directors, generating proceeds through Initial Public Offering (IPO) in BSE SME Platform of BSE Limited. Equity Shares of the Company got listed on 6^th July, 2023 on the BSE SME platform of Bombay Stock Exchange.

Authorized Share Capital:

Further the company has increased its Authorized Share Capital of the Company from ^ 4,50,00,000 (Rupees Four Crore and Fifty Lakhs) divided into 45,00,000 (Forty-Five Lakhs) Equity Shares of ^ 10/- (Rupees Ten Only) each to ^ 17,00,00,000 (Rupees

Seventeen Crores) divided into 1,70,00,000 (One Crore Seventy Lakhs) Equity Shares of ^ 10/- (Rupees Ten Only) each by creation of additional 1,25,00,000 (One Crore Twenty- Five Lakhs) Equity Shares of ^ 10/- (Rupees Ten Only) each and alteration in the Clause-V (Capital Clause) of Memorandum of Association relating to Share Capital of the Company, which was approved by the shareholder by postal ballot held on November 4^th, 2022.

Bonus Shares issue.

Further during the financial year ended March 31, 2023, the Company issued Bonus Shares in the ratio of 3:1, 3 (Three) fully paid-up equity share for every 1 (One) existing fully paid-up equity share held by the shareholders.

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. 16,92,00,000 (Sixteen Crores Ninety-Two thousand only) comprising of 1, 69,20,000 shares (One Crore Sixty - Nine Lakhs Twenty Thousand Only) equity shares of Rs. 10/-(RupeesTen 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. CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company stands shifted from Shop 5 CTS 947/A, Rashmi Tara Datta Mandir, Kandivali (west), Mumbai -400067to Shop No.l, Rashmi Heights, M.G.Road, Kandivali (west), Mumbai-400067 with effect from Saturday, March 11^th, 2023.

18. 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.

Mrs. Rashmi Modi is liable to retire by rotation at the 2^nd 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 her 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 her, 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:

Name of the Director	Nature of Director
Dinesh Modi	Chairman and Managing Director
Mahek Modi	Whole-time Director and Chief Financial Officer
Rashmi Modi	Whole-Time Director
Payal Sheth	Non-executive Director
Vinit Mehta	Non-executive Independent Director
Hiren Rupani	Non-executive Independent Director

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: -

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

19. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES.

Board Meetings

The Board of Directors met 10 times during the financial year on April 04^th, April 20^th, April 22^nd, May 04^th, June 13^th, August 17^th, September 28^th, November 14^th, November 18^th and March 11^th ended March 31, 2023 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 of

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:

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

The committee has met once on November 14^th, 2022 in the financial year 2022-23 with all the members present.

Name of the Director	Directorship	Nature of Director
Payal Sheth	Chairman	Non-executive Director
Hiren Rupani	Mem ber	Nonexecutive Independent Director
Mahek Modi	Mem ber	Whole-time Director & CFO

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:

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

The committee has met 3 times in the financial year 2022-23 on August 17^th, November 14^th and March 11^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 2022-23 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 not applicable hence no committee has been formed.

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.

20. 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 l⁵¹ 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, 2023

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

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. 2022-23.

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.

21. 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 InsiderTrading 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/"

22. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable for the financial year in preview.

23. 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/"

24. 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.

25. 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 forthe financial year ended March 31, 2023 is available on the website of the Company at www.modisnirman.com, under the following link: "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.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the mandatory Secretarial Standards.

27. 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.

28. CERTIFICATE OF NON

DISQUALIFICATION OF DIRECTORS

In accordance with the Listing Regulations, a certificate has been received from JNG & 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 B.

29. 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.

30. 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, 2023, 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;

(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

Sd/-

Dinesh Modi

Chairman & Managing Director DIN:02793201

Mumbai, Sept 12^th, 2023

Registered Office Modi''s Navnirman Limited

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

CIN: U45203MH2022PLC377939 Telephone No.: 91 9819 9891 00 Mail: [email protected] Website: www.modisnirman.com