Your directors take pleasure in presenting the 58th Annual
Report ("Report") and annual audited financial statements of
Modipon Limited (the "Company") for the financial year ended
March 31,2025.

FINANCIAL HIGHLIGHTS

The audited financial statements of the Company for the
financial year ended March 31,2025, are prepared as per Indian
Accounting Standards ("Ind AS") and in accordance with the
applicable provisions of the Companies Act, 2013 (the "Act")
and Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") forms part of this Annual Report.

CLOSURE OF MANUFACTURING OPERATIONS

As reported earlier, the factory of the Company had been
permanently closed down after seeking requisite permission
from the Government of Uttar Pradesh (UP Government) under
the provisions of the Uttar Pradesh Industrial Disputes Act, 1947.
The Company is now exploring to develop the industrial project
in Modinagar to have optimal utilization of its real estate. The
Company is also pressing its land matter pending with the UP
Government.

CURRENT STATUS OF OPERATIONS

Since the Company owns substantial real estate, in its endeavor
to rehabilitate the Company and to tap its resources to augment
finances in order to be able to liquidate its liabilities and to utilize
the surplus for taking up new business activity in the Company,
as authorized by the memorandum of association of the
Company, the Company proposes to commence a new industrial
project at an opportune time after the due approvals from the
UP Government and post resolving the land matter pending with
the UP Government.

BOARD MEETINGS

The board of directors ("Board"/ "Directors") of the Company met
4 (Four) times during the financial year 2024-25. The meeting
details are provided in the Corporate Governance Report forming
part of this Annual Report. The maximum interval between any
two meetings did not exceed 120 days, as prescribed under the
Act.

DIVIDEND

The Company has not declared dividend, keeping in view the
losses suffered by the Company in the past.

OPERATIONS

During the year under review, the Company has not earned
revenue from operations and has reported a loss of Rs. 66.16
Lakhs.

SHARE CAPITAL

The authorized share capital of the Company as on March 31,
2025, was Rs. 25,00,00,000 divided into 2,00,00,000 equity
shares of Rs. 10 each and 5,00,000 preference shares of Rs.

100 each. There was no change in the capital structure of the
Company during the period under review. All equity shares of
the Company carry equal voting rights. During the year under
review, the issued, subscribed and paid-up share capital of the
Company consist of 1,15,76,689 equity shares of Rs. 10 each and
71,792 preference shares of Rs. 100 each.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

The composition of board of directors and KMP of the Company
as on March 31, 2025 is detailed in the Corporate Governance
Report forming part of this Report. There has been no change in
the composition of the directors and KMP during the financial
year.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Act, Mr. Manish Modi, Chairman &
Managing Director and Mr. Vineet Kumar Thareja, Chief Financial
Officer, Company Secretary & Compliance Officer of the Company
are designated Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each
independent director that he / she meets the criteria of
independence laid down in section 149(6), code for independent
directors and regulation 16(1)(b) of the Listing Regulations.

LISTING ON STOCK EXCHANGE

The Company's shares are listed on BSE Limited.

COMMITTEES OF THE COMPANY

As on March 31, 2025, the Board had four committees: Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Risk Management
Committee.

During the year, all recommendations made by the committees
were approved by the board of directors of the Company. A
detailed note on the composition of the Board and its committees
is provided in the Corporate Governance Report, which forms
part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with section 177(9) of the Act and regulation 22
of Listing Regulations, the Company has in place a whistleblower
policy including vigil mechanism to report genuine concerns and
grievances and providing direct access to the Chairperson of the
Audit Committee.

The Whistle Blower Policy has been posted on the Company's
website and can be accessed at http://www.modipon.net/
companv-policies/whistle-blower-policv/.

It is affirmed that no person has been denied access to the Audit
Committee.

INTERNAL FINANCIAL CONTROL

The Company has managed its own the internal accounts due to
acute business losses over the last several years and there was no
revenue from operation to the Company.

NOMINATION & REMUNERATION POLICY

The details about the Nomination & Remuneration Policy of the
Company as formulated by the Nomination & Remuneration
Committee of the Company is detailed in the Corporate
Governance Report forming part of this Report. The Policy
governs the criteria for nomination and appointment including
criteria for determining their qualifications, positive attributes,
their independence and remuneration for the directors, key
managerial personnels and other employees of the Company.
The Nomination and Remuneration Policy is available on the
Company's website at http://www.modipon.net/company-
policies/nomination-remuneration-policy/

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of loan(s), guarantees and investments form part of the
notes to the Financial Statements provided in the Annual Report.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred
any money towards General Reserve.

CHANGES IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its
business during the financial year 2024-25.

PARTICULARS OF REMUNERATION

The percentage increase in remuneration, ratio of remuneration
of each director and key managerial personnel (KMP) (as required
under the Act) to the median of employees' remuneration, as
required under section 197(12) of the Act, read with rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided below:

a. Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the
financial year

*Since Non Executive Directors did not receive any
remuneration during the financial year 2024-25, except
sitting fees for attending the board and committee meetings,
the required details are not applicable.

b. Percentage increase in remuneration of Company Secretary,
Chief Financial Officer in the financial year

*Remuneration to be paid includes bonus and excludes
traveling expense.

c. The percentage increase in the median remuneration (based
on salary) of employees in the financial year 2024-25. As on

March 31, 2025, there are two whole-time key managerial
personnels in the Company and one employee. Information
is not comparable and hence, not stated.

d. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for
increase in the managerial remuneration

As on March 31, 2025, there are two whole-time key
managerial personnels in the Company and one employee.
Information is not comparable and hence, not stated.

e. No. of permanent employees on the rolls of the Company

As on March 31,2025, the Company had 4 (four) employees,
out of which two are on retainership basis.

Subsequent to the closure of the manufacturing operations
of the Company, all issues of ex-workmen/employees
have been amicably resolved. The total dues of these
workmen/employees (other than 5 workmen who have
not yet collected their payment) have been paid. These 5
ex-workmen/employees had approached Debt Recovery
Tribunal (DRT) - II, New Delhi seeking order for payment
of dues in excess of the legal dues as paid to the other
workmen/employees. Hon'ble DRT had directed them to
approach the Labour Commissioner for adjudication of their
dues. None of the workmen/ ex-employees has approached
the Labour Commissioner till date. However, as directed
by the DRT, the Company deposited Rs. 27 Lakhs being
the amount payable to the workmen/ ex-employees with
DRT which in the absence of any claim by these workmen,
has been released by DRT to Punjab National Bank (PNB).
Recently, Deputy Labour Commissioner has passed its
detailed order dated September 8, 2022 and the said
order has also been submitted with the Special Secretary,
Industrial Department, Lucknow as part of land issue matter
which was pending before the Industrial Department since
2019. In the aforesaid order, the total dues to be paid to
worker was Rs. 21,74,758 only against the alleged dues of
Rs. 2,84,75,199. In Compliance of the aforesaid order dated
September 08, 2022, the Company has duly deposited
cheque of an amount of Rs. 21,74,758 in the name of each
workmen as mentioned in the detailed order. The aforesaid
order was challenged by the workers before Hon'ble High
Court of Allahabad which is pending for hearing.

None of the employees were in receipt of remuneration of
Rs. 1.02 crores or more per annum or none of the employees
employed for part of the year and in receipt of remuneration
of Rs. 8.5 Lakhs or more, as required under section 197(12)
of the Act, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

The employees are neither relatives of any directors of the
Company, nor hold 2% or more of the paid-up equity share
capital of the Company as per rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

f. Affirmation with Remuneration Policy

It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy of the Company.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits, including
from the public, and, as such, no amount of principal or interest
was outstanding as of the balance sheet date. Further, there
were no deposit liable to be transferred to the credit of Investors'
Education and Protection Fund.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
POSITION BETWEEN THE END OF FINANCIAL YEAR AND TILL THE
DATE OF THIS REPORT

There have been no material change and commitment which
affect the financial position of the Company that have occurred
between the end of the financial year to which the Financial
Statements relate and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

In view of the permanent closure of the manufacturing
operations, provisions relating to furnishing of the details of

(i) conservation of energy, (ii) research and development and
technology absorption and (iii) foreign exchange earning and
outgo are not applicable.

AUDITORS AND AUDIT REPORT

B.M. Chatrath & Co. LLP, Chartered Accountants, Noida (Firm
Regn. No. E300025) were appointed as the statutory auditors

of the Company to hold the office for a second term of five
consecutive years from the conclusion of the 54th annual general
meeting held on September 27, 2021 till the conclusion of 59th
AGM to be held in the year 2026, as required under section 139
of the Act read with The Companies (Audit and Auditors) Rules,
2014.

With reference to the qualifications contained in the Auditors'
Report, your Directors wish to state that the Notes on Accounts
and Significant Accounting Policies referred to by the Auditors in
their Report are self-explanatory and hence do not call for any
further comment

COST AUDIT

In view of permanent closure of operations, the Company had
applied for exemption from the requirement of cost audit.
Accordingly, the appointment of cost auditor is not envisaged.

MAINTAINANCE OF COST RECORDS

In view of permanent closure of operations, the maintenance
of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Act is not applicable on
the Company and hence such accounts and records are not
maintained

REPORTING OF FRAUDS

During the financial year under review, the statutory auditor and
the secretarial auditor has not reported any instance of fraud
committed in the Company by its officers or employees.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of your Company confirm that:

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

(ii) they have selected such accounting policies and applied
them consistently, and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the
financial year and of the profit/ loss of the Company for that
period;

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

(iv) that in view of the permanent closure of the manufacturing
operations of the Company, the annual accounts are not
prepared on a going concern basis.

(v) they have laid down internal financial controls which are
adequate and operating effectively;

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

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

ANNUAL RETURN

In accordance with the provisions of the Act, the annual return
in the prescribed format is available on website of the Company
at http://www.modipon.net/ and can be accessed at http://www.
modipon.net/corporate-filings/.

SECRETARIAL AUDIT

Mr. Ranjeet Kumar Verma, Ranjeet Verma & Associates, Practicing
Company Secretary (FCS No. 6814 and CP No.7463) has been
appointed as Secretarial Auditor of the Company for a period of
five consecutive years commencing from FY 2025-26 till FY 2029-

30, based on the recommendation of the Audit Committee and
subject to the approval of the shareholders at the forthcoming
Annual General Meeting of the Company.

The Secretarial Auditors' Report for financial year 2024-25 does
not contain any qualification, reservation, or adverse remark.
The Secretarial Auditors' Report is enclosed as Annexure I to the
Director's Report forming part of Annual Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and
material orders passed by any regulators/courts/tribunals that
could impact the Company's operations in future, except the
pendency of litigation before the UP Government, High Court
and Supreme Court.

DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014

With respect to details required under rule 8 sub rule 5 clause (xi)
and (xii) of Companies (Accounts) Rules, 2014 please refer note
no. VI and VII of the independent auditors' report forming part
of the Annual Report.

RELATED PARTY TRANSACTIONS

The Company has in place a policy on related party transactions
and the said policy can be accessed on Company's website at
http://www.modipon.net/related-partv-transaction/.

No contracts or arrangements have been entered with related
party in the context of section 188 of the Act during the
year under review. Further, the details of other related party
transaction as approved by the audit committee and board
of directors of the Company entered during the financial year
2024-25 forms part of the notes (refer note no. 41) to financial
statements.

FORMAL ANNUAL EVALUATION

The details about the performance evaluation are provided in
Corporate Governance Report forming part of this Report.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL
STANDARDS

Your directors confirm that the Secretarial Standards issued by
the Institute of Company Secretaries of India have been duly
complied with.

CORPORATE GOVERNANCE

Our report on corporate governance for the financial year 2024¬
25 is annexed hereto and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The compliance with section 135 is applicable to specific class or
classes of the Companies falling under the threshold mentioned
under the Act and rules framed there under. However, the
Company does not fall under the requisite threshold as
mentioned under Section 135 during the financial year under
review and thus the compliance with the relevant provision of
the Companies Act, 2013 is not applicable.

MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are not
applicable to the Company as the number of employees does
not meet the minimum threshold prescribed under the Act.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has also adopted the mandatory policy on Sexual
Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Employees have been sensitized on the
provisions of this enactment and the Company has complied
with the provision of internal complaints committee to deal with
complaints, if any, under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received during the financial year is
provided below:

ISSUE OF SHARES

During the year under review, the Company has not issued any
sweat equity shares or shares with differential rights or under
Employee Stock Option Scheme nor did it buy-back any of its
shares.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of
section 164(2) of the Act The Directors have made the requisite

disclosures, as required under the provisions of the Act.
APPRECIATION

Your Directors would like to express their sincere appreciation
for the cooperation and assistance received from the various
departments of the Central and State Governments, UP State
Industrial Development Authority (UPSIDA) and investors for
their continued valuable support and assistance. Your directors
also wish to thank all the officers and staff of the Company at all
levels for their contribution, support and continued co-operation
throughout the year.

For and on behalf of the Board,
Sd/-

Place: New Delhi Manish Modi

Dated: August 02, 2025 Chairman & Managing Director