Your Directors hereby present their 62^nd Annual Report on the business and operations of the
Company together with the audited Statements of the accounts for the year ended on 31st March,
2024.

SUMMARY OF FINANCIAL PERFORMANCE (Amt. in Thousands)

DIVIDEND

Your Directors have not recommended any dividend.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors, to the best of their knowledge,

confirms that -

a) in the preparation of the accounts the applicable accounting standards have been followed along
with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have 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 loss of the Company
for that period;

c) proper and sufficient care has been 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 have been prepared on a going concern basis;

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

MANAGEMENT DISCUSSION AND ANALSYIS

To avoid duplication of certain information in Directors’ Report and Management Discussion &
Analysis, the Board of Directors of your Company has presented the composite summary of
performance and functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company has not done any business during the year under review. Your Directors are actively
considering various avenues of business. However, the Company earned an income in form of
professional fees and commission during the year under review.

REGULATIONS

Your Company is complying with various applicable laws and regulations.

PERFORMANCE

During the year under review, your Company had an income of Rs.794.21 thousand in form of other
income, which mainly comprises of professional fees and commission. After incurring administrative
expenses, the Company incurred a loss of Rs.1,289.56 thousand as against a pre-tax profit of
Rs.14,125 thousand.

Your Directors do not propose to transfer any amount to general reserves.

MATERIAL CHANGES AND COMMITMENT

There have been no material change and commitment affecting the financial position of the
Company between the end of the financial year to which the financial statements relate and the date
of this report.

OPPORTUNITY AND THREATS

Your Directors are actively considering various options and avenues to commence the business.

Indian economy is one of the fastest growing economy in the world, staging a broad based recovery
across sector. The Government of India has continued its thrusts on structural reforms to raise
India’s potential growth. Capital spending of the government on infrastructure and various incentive
scheme to boost manufacturing are expected to boost the small and medium enterprises.

The global microeconomic environment continues to be confronted with myriad challenges; these
includes continuing impact of the Russia-Ukraine conflict, unrest in west Asian countries, global
inflation remaining sticky and at elevated level, recessional pressures in most advanced economies,
specter of stress in financial sector and the cost of leaving crisis in several economies, especially in
near term.

FUTURE OUTLOOK

The government of India has continued its thrust on structural reforms and infrastructure
development to raise India’s potential growth. Various stimulus being provided by the Government
to sustain the growth and measures to control the rising prices of commodities will show the results
in long to medium terms. Your Directors look forward a better future of your Company.

SUBSIDIARY

The Company does not have any subsidiary company.

CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or joint venture, consolidated
financial statements are not prepared.

CORPORATE GOVERNANCE

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate
Governance is not annexed.

LOANS, GUARANTEE AND INVESTMENT

The Company has not given any loan or made investment nor has given any guarantee or provided
security during the financial year under review.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public, its shareholders or employees during
the year under review.

TRANSACTION WITH RELATED PARTIES

In absence of any business activity, the Company did not enter into any material
contract/arrangements with related parties, except demat charges paid to SPS Stock Brokers Pvt.
Ltd.. Since such transaction with the related party entered into by the Company was in the ordinary
course of business and was at arm’s length basis, Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information as required under
the provisions of Section 143(3)(m) of the Act is not furnished. During the year, the Company
neither earned nor spent any foreign exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On 20^th October, 2023, Mr. Mehul S. Trivedi was appointed as an Additional Director - Independent
Director by the Board. In accordance with the provisions of Section 160 of the Companies Act, 2013
Mr. Mehul S. Trivedi would vacate the office. The Company has received a notice from one of its
members signifying intention of proposing Mr. Trivedi’s candidature for appointment as an

Independent Director. Mr. Mehul S. Trivedi is Commerce Graduate and has about 23 years business
experience. Your Directors are of the view that the association of Mr. Trivedi will be in the interest
of the Company.

At present, Board of Directors comprises of four Directors viz. Mr. Sandeep P Shah, Mrs. Alpa
Vinesh Shah and Mr. Nirav V. Shah, Independent Director and Mr. Mehul S. Trivedi Independent
Director.

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mr.
Sandeep P. Shah (DIN: 00368350) shall retire by rotation in the forthcoming Annual General
Meeting and being eligible offers herself for re-appointment.

The Company had the following personnel as the Key Managerial Personnel (KMP) under Section
203 of the Companies Act, 2013 as on 31^st March, 2024:

1. Mr. Dhirajprasad Vaishnaav, Chief Executive Officer (upto 03/06/2023)

2. Mr. Devang Jasvant Parikh, Chief Executive Officer (w.e.f. 29/03/2024)

3. Ms. Chaitali Viral Shah, Chief Finance Officer

4. Mr. Rohit Nawal, Company Secretary (upto 19/01/2024)

5. Miss Sneha U. Shukla (w.e.f. 01/03/2024)

During the year under review, none of the non-executive directors had any pecuniary relationship or
transactions with the Company.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence
as laid down under Section 149 (6) of the Companies Act, 2013.

BOARD MEETINGS

Five meetings of the Board of Directors were held during the year under review. One meeting of the
Independent Directors was also held during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual
evaluation of its own performance, its committees and individual directors. The Nomination and
Remuneration Committee reviewed the performance of the individual directors on the basis of
criteria such as the contribution of the individual director to the Board and committee meetings.

AUDIT COMMITTEE

The Audit Committee was reconstituted on 20^th October, 2023. The Audit Committee presently
comprises of, Mr. Nirav V. Shah; Independent Director, Mr. Mehul Trivedi, Independent Director,
and Mrs. Alpa V. Shah, Director. All the members of the Committee are having financial and
accounting knowledge. The Committee met four (4) times during the financial year 2023-24.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The Nomination and Remuneration Committee presently comprises of Mr. Nirav V. Shah, Mrs. Alpa
V. Shah, and Mr. Sandeep P. Shah, all non-Executive Directors. The Committee met once during the
financial year under review.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration
Committee is duly approved and adopted by the Board of Directors.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee consists of three members viz. Mr. Nirav V. Shah, Mr.
Sandeep Shah and Mrs. Alpa V. Shah as its members. The Committee mainly looks into redressal of
shareholders and investors grievances with respect to transfer of shares, dematerialization of shares,
non-receipt of annual report or declared dividend, etc. The shareholders’ grievances committee met
once during the year. During the year ended 31^st March, 2024, the Company did not receive any
complaint from any of its members.

CSR COMMITTEE

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies
Act, 2013 and as such the provisions of Section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

INTERNAL CONTROL SYSTEM

Adequate internal control systems are in place to maintain quality of product, proper accounting as
per norms and standards prescribed, asset maintenance and its proper use. The Company has an
independent internal auditor, who reports to the Audit Committee.

RISK MANAGEMENT

The management continuously access the risk involved in the business and all out efforts are made to
mitigate the risk with appropriate action. All the assets of the Company are adequately covered by
comprehensive insurance.

EMPLOYEE

Relations between the management and employees were cordial through-out the year.

The Company had only five employees during the year under review, namely Chief Executive Officer
(CEO), Chief Finance Officer (CFO) and Company Secretary (CS).

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming
part of Directors’ Report for the year ended 31st March, 2024 is given in a separate annexure 1 to
this report.

AUDITORS

According to Directors, there are no adverse remarks made by Statutory Auditors in their report.
Notes to the accounts are self explanatory to comments/observation made by the auditors in their
report. Hence, no separate explanation is given.

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company, were
appointed as Statutory Auditors by the members of the Company in their 61^st Annual General
Meeting held on 29^th September, 2023 for consecutive period of five years till the conclusion of 66^th
Annual General Meeting of the Company.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company
Secretary for the financial year 2023-24. The report on the Secretarial Audit is appended as
Annexure 2 to this report. According to the Board of Directors the report does not have any adverse
remark.

INTERNAL AUDITOR

Ms. Bhavna Pandya, Chartered Accountant, is the Internal Auditor of the Company. She reports to
the Audit Committee.

COST AUDIT

Provisions relating to cost audit is not applicable to your Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and
company’s operations in future.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a
copy of the Annual Return of the Company for the year ended 31^st March, 2024 is placed on the
website of the Company at www.modellawoolens.com

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The
whistle blower policy is adopted by the Board of Directors and is hosted on the website of the
Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of
Directors.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act,2013 your Company has duly constituted an internal complaint committee. The
Committee has formulated a policy to ensure protection to its female employees.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and
Analysis may constitute forward looking statements within the meaning of applicable laws and
regulations. Although the expectations are based on the reasonable assumption, the actual results
might differ.

ACKNOWLEDGEMENT

The Directors wish to thank the Company’s Bankers and all the employees for their unstinted
support. Your directors also wish to thank the shareholders for confidence reposed in the
management of the Company.

For and on behalf of the Board
Sd/-

(SANDEEP P. SHAH)

Mumbai, CHAIRMAN

Date: 12/08/2024 DIN: 00368350