Your Directors are pleased to present the 41^st Annual Report of your Company alongwith the Audited Accounts for the
financial year ended 31^st March 2025.

1. FINANCIAL PERFORMANCE :

The financial performance of the Company for the financial year ended March 31,2025 is summarised below:

2. STATE OF COMPANY’S AFFAIRS AND
OPERATIONS

As you are aware the Company is engaged in Power
and Telecommunication Sectors. Your Company is
making all efforts to achieve its core manufacturing
activities in order to achieve its objectives. The
Company has over a period of few years added
technical expertise/facilities involving structural,
telecommunication and instrumentation work to the
Company’s expertise. It has taken continuous
initiative to procure further business in the area of supply
and erection packages in telecommunication and power
sector in an emerging competitive market now.

3. SHARE CAPITAL

The Paid up Equity Share Capital of Rs. 1165.25
lacs as on 31^st March, 2025 and there has been no
change in the capital structure of the Company.

During the year under review, the Company has
neither issued shares with differential voting rights /
convertible warrant nor has granted any stock
options or sweat equity. As on March 31,2025 none

of the Directors of the Company hold instruments
convertible into equity shares of the Company.

4. DIVIDEND

The dividend policy for the year under review has
been formulated taking into consideration of growth
of the Company and to conserve recourses, the
Board of Directors does not recommend any dividend
for the financial year ended March 31,2025.

5. TRANSFER TO RESERVES

There was no transfer to General Reserves during
the year under review.

6. CHANGE IN THE NATURE OF BUSINESS, IF
ANY

During the period under review, there was no change
in the nature of business of the Company.

7. DEPOSITS

During the year under review, the Company has not
accepted any deposit under Section 73 of the

Companies Act, 2013 (“the Act”) and the Companies
(Acceptance of Deposits) Rules, 2014 (as amended).
As on 31st March 2025, there are no unclaimed
deposits with the Company. The Company has not
defaulted in repayment of deposits or payment of
interest on deposits thereon in the past.

8. INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY

The Company has an adequate system of internal
control procedures which is commensurate with the
size and nature of its business. Detailed procedural
manuals are in place to ensure that all the assets
are protected against loss and all transactions are
authorized, recorded and reported correctly. The
internal control system of the Company is monitored

and evaluated by internal auditors and their audit
reports are reviewed by the Audit Committee of the
Board of Directors.

The observations and comments of the Audit
Committee are placed before the Board.

9. AUDITORS AND REPORT
Statutory Auditors

The Audit Committee and the members at the annual
general meeting of the company were held on 29th
September, 2023 approved of appointment of M/s.
B.R. Khaitan & Co., Chartered Accountants having
Firm Registration No. 305012E as Statutory Auditors
of the Company to hold office for a term of five years

i.e. from the conclusion of the 39^th Annual General
Meeting till the conclusion of 44^th Annual General
Meeting to be held in the year 2028.

The Auditors Report for the financial year 2024-25
does not contain any qualification, reservation or
adverse remark. The Auditors’ Report is enclosed
with the Financial Statements in this Annual Report.
Further, pursuant to Section 143(12) of the
Companies Act, 2013, the Statutory Auditors of the
Company have not reported any instances of frauds
committed in the Company by its officers or
employees. The details relating to fees paid to the
Statutory Auditors are given in the Financial
Statements and Corporate Governance Report in the
Annual Report.

Cost Auditors

The Board of Directors on the recommendation of
the Audit Committee has re-appointed M/s. A S &
Associates (Registration No. 000523), as the Cost
Auditors of the Company to conduct audit of Cost
Records maintained by the Company for the
Financial Year 2025-26 in accordance with Section
148 of the Companies Act, 2013 and the Companies
(Cost Records and Audit) Rules, 2014 after obtaining
his consent and certificate under Section 139, 141
and 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 where
they have confirmed their consent and eligibility to
act as Cost Auditors of the Company and has
maintained cost records and accounts as specified
by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013.

There are no qualifications, reservations or adverse
remarks made by Cost Auditors in their Report for
FY 2024-25. Further, the Cost Audit Report for the
FY 2023-24 was filed with due date and for the FY
2024-25, the Cost Audit Report to be filed within due
date.

Secretarial Auditors

Pursuant to the provisions of Section 179 and 204
of the Companies Act, 2013 and the rules made
thereunder, the Board of had appointed M/s. Agarwal
Priti & Associates, Practicing Company Secretary
as Secretarial Auditor of the Company for the
financial year 2024-25 to undertake secretarial audit
of the Company. The Company has received the
Secretarial Audit Report in the prescribed Form MR-
3 and the same is marked with this report as
Annexure-I. However, there are certain observations
and the same are mentioned in the Secretarial Audit,
which are self-explanatory and therefore, do not call
for any further explanation or comments from the
Board under Section 134(3) of the Companies Act,
2013.

Internal Auditors

As per provisions of Section 138 of the Companies
Act, 2013, every listed Company is required to
appoint an Internal Auditor to conduct internal audit
of the functions and activities of the Company.

The Board of Directors in its meeting held on 21^st
May, 2024 based on the recommendation of the Audit
Committee, has approved the appointment of M/s.
H. Kabra & Co., Chartered Accountants, P-41,
Princeep Street, Kolkata-700072 as the Internal
Auditor of the Company for the financial year ended
on 31^st March, 2025 to conduct the internal audit of
the activities of the Company.

10. DIRECTOR RETIREMENT BY ROTATION

In terms of Articles of Association of the Company,
Mrs. Siddhishree Jhunjhunwala, Director of the
Company retire by rotation at the ensuing Annual
General Meeting and being eligible have offered
herself for re-appointment.

11. STATEMENT OF DECLARATION BY
INDEPENDENT DIRECTORS

The Independent Directors of your Company have
confirmed that (a) they meet the criteria of
Independence as prescribed under Section 149 of
the Act and Regulation 16 of the SEBI (LODR)
Regulations 2015, and (b) they are not aware of any
circumstance or situation, which could impair or
impact their ability to discharge duties with an
objective independent judgement or situation, which
could impair or impact their ability to discharge duties
with an objective independent judgement and without
any external influence. Further, in the opinion of the
Board, the Independent Directors fulfill the conditions
prescribed under the SEBI (LODR) Regulations 2015
and are independent of the management of the
Company.

The Independent Directors have also confirmed that
they have complied with the Company’s Code of
Conduct.

12. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key
Managerial Personnel of the Company pursuant to
Section 2(51)

and section 203 of the Companies Act, 2013 read
with the Rules framed thereunder :

a. Mr. Biswanath Jhunjhunwala (DIN : 00331168),
Chairman and Managing Director.

b. Mrs. Siddhishree Jhunjhunwala (DIN :
08884963), Executive Director

c. Mr. Prabir Kumar Dey (DIN : 02328254),
Independent Non-Executive Director

d. Mr. Atanu Sen Sarma (DIN : 00347353),
Independent Non-Executive Director

e. Mrs. Dipti Sengupta (DIN : 10769457),
Independent Non-Executive Director

f. Mr. Pradip Kumar Ghosh (DIN : 07083871),
Independent Non-Executive Director

g. Mr. Gautam Bharati (Membership No.
A050139), Company Secretary

13. NUMBER OF MEETINGS OF THE BOARD &
COMMITTEE

The Board of Directors met 11 times during the
financial year 2024-25. The maximum interval
between any two meetings didn’t exceed 120 days,
as prescribed in the Companies Act, 2013. In order
to transact urgent business, approval of the Board/
Committee were taken by passing resolutions
through circulation pursuant to Section 175 of the
Companies Act, 2013, which were noted at the
subsequent meeting of the Board/Committees, as
the case may be.

Further, details of the meetings of the Board and its
Committees are given in the Corporate Governance
Report, which forms part of the Annual Report.

14. BOARD PERFORMANCE EVALUATION

The Nomination & Remuneration Committee of the
Board of Directors had laid down the criteria for
evaluation of the performance of the Board as a
whole, the Directors individually as well as the
evaluation of the working of the Committees of the
Board.

The Board of Directors has carried out an annual
evaluation of its own performance, board committees
and individual Directors pursuant to the provisions
of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, as amended.

• The Board evaluates the performance of the
Independent Directors excluding the Director
being evaluated;

• The Nomination & Remuneration Committee
evaluates the performance of each Director;

• The Independent Directors evaluate the
performance of the Non Independent Directors
including the Chairperson of the Company
taking into account the views of the Executive
and Non-Executive Directors and the Board as
a whole;

• Performances of the Committees of the Board
are also evaluated.

The performance of the Committees was evaluated
by the Board after seeking inputs from the committee
members on the basis of criteria such as the
composition of committees, effectiveness of
committee meetings, etc. The above criteria are
broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange
Board of India.

In a separate meeting of independent directors,
performance of non-independent directors, the Board
as a whole and the Chairman of the Company was
evaluated, taking into account the views of executive
directors and non-executive directors.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
directors on the basis of criteria such as the
contribution of the individual director to the board
and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of
the independent directors and meeting of Nomination
and Remuneration committee, the performance of
the Board, its Committees, and individual directors
was also discussed. Performance evaluation of
Independent Directors was done by the entire Board,
excluding the independent director being evaluated.

15. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain
specific areas and make informed decisions in line

with the delegated authority. The following
substantive Committees constituted by the Board
function according to their respective roles and
defined scope :

1. Audit Committee (AC)

2. Nominations and Remuneration Committee
(NRC)

3. Stakeholders’ Relationship Committee (SRC)

4. Corporate Social Responsibility Committee
(CSR)

The details of the Committees along with their
composition, number of meetings held and
attendance at the meetings is provided in the Report
on Corporate Governance Report which forms part
of the Annual Report.

16. POLICY ON DIRECTORS’ APPOINTMENTAND
REMUNERATION

A Nomination and Remuneration Policy formulated
and adopted by the Board of Directors, pursuant to
the provisions of Section 178 and other applicable
provisions of the Companies Act, 2013 and Rules
thereto inter alia define the Companies policy on
Directors’ appointment and remuneration by the
Nomination and Remuneration Committee.

17. CORPORATE GOVERNANCE

A separate report on Corporate Governance
practices followed by the Company together with a
Certificate from the Company’s Auditors M/s. B. R.
Khaitan & Company, Chartered Accountants, (Firm
Registration No. 305012E) confirming the
compliances to conditions of Corporate Governance
as stipulated under Schedule V (E) of the SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015, as amended, is annexed.

18. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of the provisions of Regulation 34(3) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and
Analysis Report on the operations of the Company
is set out in this Annual Report.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and
134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability,
confirm that -

(a) In the preparation of the annual accounts for
the year ended March 31,2025, the applicable
Indian Accounting Standards read with
requirements set out under Schedule III to the
Act, have been followed and there are no
material departures from the same;

(b) The Directors had 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 as at March 31,2025 and of the profit
of the company for that period;

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

(d) The Directors have prepared the annual
accounts on a ‘going concern’ basis;

(e) The Directors, have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate
and were operating effectively; and

(f) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

20. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

The Board has, pursuant to the provisions of Section
177(9) & (10) of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, formulated Whistle Blower Policy

and Vigil Mechanism for Directors and Employees
under which protected disclosures can be made by
a whistle blower and provide for adequate
safeguards against victimization of Director(s) or
employees(s) or any other person who avail the
mechanism.

The Company believes in the conduct of the affairs
of its constituents in a fair and transparent manner
by adopting highest standards of professionalism,
integrity and ethical behavior. During the year under
review, no reference has been received under
the Whistle Blower Policy and Vigil Mechanism
for Directors and Employees. The Vigil
Mechanism- cum-Whistle Blower Policy may be
accessed on the Company’s website at the link:
www.modernmalleables.com .

21. ANNUAL RETURN

In accordance with Section 92(3) of the Companies
Act, 2013, read with Rule 12 of Companies
(Management and Administration) Rules, 2014, the
copy of the Annual Return for the year ended 31-03¬
2025 has been placed on the website of the
Company.

22. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND GENERAL
MEETINGS

During the Financial Year 2024-25, the Company
has complied with all the applicable mandatory
provisions of Secretarial Standards issued by the
Institute of Company Secretaries of India.

23. SUBSIDIARY/ASSOCIATES/JOINT VENTURE
COMPANIES

The Company does not have any subsidiary/
associate/joint venture Company for the year ended
March 31,2025.

24. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE BY THE COMPANY

The Company has made an investments prescribed
under Section 186 (3) and any other applicable
provisions of the Companies Act, 2013 during the
year, the consent of the members be and is hereby

accorded to the Board of Directors for making
investment(s) in excess of limits specified u/sec.186
of Companies Act, 2013 from time to time as may
be considered notwithstanding that such investment
and acquisition together with the Company’s existing
investments in all other bodies corporate, loans and
guarantees given and securities provided shall be
in excess of the limits prescribed u/sec. 186(3), of
the Companies Act, 2013. Particulars of loans given,
investments made, guarantees given and securities
provided along with the purpose for which the loan
or guarantee or security provided is proposed to be
utilised by the recipient are provided in the
standalone financial statements.

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with
related parties were in the ordinary course of
business and at arm’s length basis. The Audit
Committee grants omnibus approval for the
transactions that are in the ordinary course of the
business and repetitive in nature. For other
transactions, the Company obtains specific approval
of the Audit Committee before entering into any such
transactions. A statement giving details of all Related
Party Transactions are placed before the Audit
Committee on a quarterly basis. Disclosures as
required under Indian Accounting Standards (“IND
AS”) have been made in the Standalone Financial
Statements.

26. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed
by the Regulators or Courts or Tribunals that would
impact the going concern status and the Company’s
operations in future.

27. MATERIAL CHANGES FROM END OF
FINANCIAL YEAR TO DATE OF THIS REPORT

Except as disclosed elsewhere in this report, there
have been no material changes and commitments,
which can affect the financial position of the
Company, occurred after the closure of the financial
year till the date of this report.

28. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, RESEARCH & DEVELOPMENT
(R&D), AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company has strong commitment towards
conservation of energy, natural resources and
adoption of latest technology in its areas of operation.
The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under clause
(m) of sub-section (3) of Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014
is annexed to the Boards’ Report as Annexure II.

29. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (“CSR”)
committee of the Directors inter alia gives strategic
direction to the CSR initiatives, formulates and
reviews annual CSR plans and programmers,
formulates annual budget for the CSR programmes
and monitors the progress on various CSR activities.
Details of the composition of the CSR Committee
have been disclosed separately as part of the
Corporate Governance Report. The CSR Policy of
the Company adopted in accordance with Schedule
VII of the Act, outlines various CSR activities to be
undertaken by the Company in the areas of health,
water, sanitation, promoting education, animal field,
skill development etc. is annexed to the Boards’
Report as Annexure III.

During the year under review, the Company was
required to spend 2 percent of the average net profits
for the preceding three financial years calculated in
terms of the provisions of Section 198 of the Act and
has therefore made contributions to the
Implementing Agency.

30. DISCLOSURE UNDER RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The information required pursuant to Section 197
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel), Rules,
2014 in respect of employees of the Company and
Directors.

31. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of
Section 197 of the Act read with sub-rule (1) of the
Rule 5 of the Companies (Appointment and
Remuneration of the Managerial Personnel) Rules,
2014 as amended from time to time, the disclosures
pertaining to the remuneration and other details are
given in Annexure. In terms of the provisions of sub¬
rules (2) and (3) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
names and other details of the employees drawing
remuneration in excess of the limits set out in these
Rules forms part of the Annual Report. In terms of
Section 136 of the Act, this report is being sent to
the Members and others entitled thereto excluding
the aforesaid.

32. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT THE WORK
PLACE (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 Work
Place (Prevention, Prohibition and Redressal) Act,
2013 and rules made thereunder. An Internal
Complaints Committee (ICC) is in place as per the
requirements of the said Act to redress complaints
received regarding sexual harassment.

All women employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Pursuant to Section 134(3)(q) of the Companies Act,
2013 read with Rule 8(5)(x) of Companies (Accounts)
Rules,2014, no case has been reported during the
year under review.

33. DETAILS OF FRAUD REPORTABLE BY
AUDITORS

During the year under review, the Statutory Auditors,
Cost Auditors and the Secretarial Auditors of the
Company have not reported any instances of frauds
committed in the Company by its Officers or
Employees to the Audit Committee under Section
143(12) of the Companies Act, 2013 read with Rule

13(1) of the Companies (Audit and Auditors) Rules,
2014, details of which needs to be mentioned in this
Report.

34. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that its diverse
employees are its most vital and valuable assets.
The Company recognises people as the primary
source of its competitiveness and continues its focus
on people development through digital and bespoke
interventions. The Company has developed a
continuous learning human resource base to unleash
potential and fulfill the aspirations of the employees.
The strategic thrust of Human Resource has been
on improvement of the performance of employees
through training & development and also to identify
out performers who have the potential for taking
higher responsibilities. The employee relations
remained cordial throughout the year. The Board
places on record its sincere appreciation for the
valuable contribution made by employees across all
levels whose enthusiasm, team efforts, devotion and
sense of belonging has always made the Company
proud.

35. STATEMENT ON RISK MANAGEMENT/
DEVELOPMENT AND IMPLEMENTATION OF A
RISK MANAGEMENT POLICY

Pursuant to the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board formally adopted steps for framing,
implementing and monitoring the risk management
plan for the company by way of Risk Management
Policy. The main objective of this policy is to ensure
sustainable business growth with stability and to
promote a pro-active approach in reporting,
evaluating and mitigating risks

associated with the business. The policy establishes
a structured and disciplined approach to risk
management, in order to guide decisions on risk
related issues. In today’s challenging and competitive
environment, strategies for mitigating inherent risks
associated with business and for accomplishing the
growth plans of the company are imperative. The

common risks inter alia are risks emanating from
regulations, competition, business, technology
obsolescence, investments, and retention of talent,
finance, politics and fidelity. As a matter of policy,
these risks are assessed and steps as appropriate
are taken to mitigate the same.

During the year under review the company has
developed and effectively implemented the risk
management policy, a statement of which including
identification therein of elements of risk, if any, which
in the opinion of the Board may threaten the
existence of the company as per the provisions of
Section 134(3)(n) of Companies Act, 2013, has been
annexed in Annexure IV of Directors’ Report.

37. ACKNOWLEDGEMENT

The Board of Directors thank the Company’s
shareholders, customers, vendors, dealers,
investors, business associates and bankers for their
continued support during the year. We place on

record our appreciation of the contribution made by
employees at all levels. Our resilience to meet
challenges was made possible by their hard work,
solidarity, co-operation and support.

The Directors also thank the Government of India,
the State Governments and their departs for co¬
operation. We appreciate and value the contributions
made by all our employees.

For and on behalf of the Board

Place : Kolkata Biswanath Jhunjhunwala

Date : 25.08.2025 Chairman & Managing Director

(DIN :00331168)