Your Directors are pleased to present the 40^th Annual Report on the business
and operations of the Company together with the Audited Financial
Statements for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE ^ _in cores')

OPERATIONS

The Standalone revenue from operations for the year has been ? 503.25
crores as against ? 443.29 crores in previous year and net profit for the year
stood at ? 39.14 crores as against ? 36.45 crores in previous year.

The consolidated revenue from operations for the year has been ? 503.27
crores as against ? 443.30 crores in previous year and net profit for the year
stood at ? 38.50 crores as against ? 36.00 crores in previous year.

SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2025 stood at Rs. 47.14
crore. There was no change in the paid-up share capital during the year
under review. The Company does not have any outstanding paid-up
preference share capital as on the date of this Report.

DIVIDEND AND RESERVES

Considering the business environment, ongoing investments in growth
initiatives and the need to conserve resources, the Board of Directors has,
after due deliberation, decided not to propose any dividend for the financial
year under review.

The Company confirms that no dividend remains unpaid or unclaimed
requiring transfer to the IEPF. Further, no amount has been appropriated to
the General Reserve from the profits of the year.

CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, Listing Regulations and Ind AS 110 - Consolidated
Financial Statements (CFS)/and Ind AS 28 - Investment in Joint Ventures,
the Audited Consolidated Financial Statements forms an integral part of
this Annual Report.

Performance of Subsidiary/ Joint Venture
Modern Composites Private Limited

The Company has incorporated a wholly owned subsidiary in the name of
Modern Composites Private Limited for manufacturing of Composite
Insulators. The subsidiary reported a loss of ? 93.77 lakhs during the
financial year as against a loss of ? 1.90 lakhs in the previous year. The
operations are at an initial stage and the Company is focusing on developing

its market presence and stabilizing production.

Shriji Design - MIL (JV)

The company has entered into Joint Venture Agreement with Shriji Designs
to participate in railways EPC tender. The Joint Venture reported a profit of
? 31.92 lakhs during the year under review, as compared to a loss of? 36.09
lakhs in the previous financial year, reflecting a significant improvement
in its operational performance.

SEC - MIL JV & Akhandlamani - MIL JV

The company has entered into Joint Venture Agreement with Sikka
Engineering Company and Akhandlamani. These Joint Ventures has not
commenced any business operations during the year under review.
FINANCIAL STATEMENTS

Your Company has consistently applied the applicable accounting policies
during the year under review. The Management continuously evaluates all
recently issued or revised accounting standards to ensure appropriate
implementation in the financial reporting process.

The Company prepares and discloses its consolidated and standalone
financial results on a quarterly basis, which are subjected to a limited review
by the Statutory Auditors, and publishes the consolidated and standalone
audited financial results on an annual basis. There were no revisions made
to the financial statements during the year under review.

The Financial Statements of the Company have been prepared in accordance
with the applicable Indian Accounting Standards ("Ind AS") as prescribed
under Section 133 of the Companies Act, 2013, read with the relevant rules
issued thereunder. These financial statements form an integral part of this
Report.

Further, pursuant to Section 129(3) of the Companies Act, 2013 read with
Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing
the salient features of the financial statements of the Company's Subsidiaries,
Associate Companies and Joint Ventures in the prescribed Form AOC-1 is
annexed to this Report and forms an integral part thereof.

ALLOTMENT OF SHARES BY MODERN POLYTEX LIMITED
(MPL) PURSUANT TO DEMERGER OF YARN DIVISION OF
THE COMPANY

Pursuant to the approved Scheme of Arrangement involving the demerger
of the Yarn Division of the Company into Modern Polytex Limited (MPL),
the shareholders of the Company are entitled to receive equity shares of
MPL in accordance with the share entitlement ratio approved under the
Scheme.

In this regard, your Company had received the requisite approval from
BSE Limited for fixation of the record date for the purpose of determining
the shareholders entitled to such allotment. Both the Companies have been
engaged in completing the procedural and regulatory formalities connected
with the allotment of shares of MPL.

The Board is conscious of the delay in this matter and assures the Members
that the Company, together with MPL, is making all efforts to expedite the
completion of allotment and listing formalities at the earliest.

SCHEME OF ARRANGEMENT FOR THE MERGER OF MODERN
DENIM LIMITED INTO THE COMPANY

Members would recall that the Board of Directors had earlier approved the
merger/amalgamation of Modern Denim Limited with the Company under
the ambit of the erstwhile Board for Industrial & Financial Reconstruction
(BIFR). However, upon the repeal of the Sick Industrial Companies (Special
Provisions) Act, 1985 and consequent dissolution of BIFR, the process was
transitioned to the provisions of Sections 230-232 of the Companies Act,
2013.

Pursuant to this, the Board of Directors approved a fresh Scheme of
Compromise, Arrangement and Amalgamation of Modern Denim Limited
with the Company. The Scheme has already been approved by the
shareholders and creditors of the Company at their respective meetings
held on 23rd July 2022, thereby reflecting broad stakeholder support.
Subsequently, the Company filed the Second Motion Petition before the
Hon'ble National Company Law Tribunal (NCLT), Jaipur Bench, for
sanction of the Scheme. The Hon'ble NCLT, vide its order dated 31st July
2023, directed the concerned statutory authorities and stakeholders to file
their observations/objections. In compliance with these directions, the BSE,

the Regional Director, and the ROC-cum-Official Liquidator have submittec
their observations.

The matter is presently under active consideration of the Hon'ble NCLT
Jaipur Bench, with the next hearing scheduled for 16th October 2025. While
the process has taken longer than initially anticipated, the Company
continues to pursue the matter diligently, and the Board remains confideni
of securing the necessary approval for completing the merger in due course
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015, a
Management Discussion and Analysis Report is given in Annexure -A.
CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015,
(SEBI (LODR) Regulations, 2015) a report on Corporate Governance along
with a Certificate from the Company Secretary in Practice towards
compliance of the provisions of Corporate Governance, forms an integra
part of this Annual Report and are given in Annexure - B.

The Executive Director and the Chief Financial Officer have certified to
the Board with regard to financial statements and other matters as required
under Regulation 17(8) read with Schedule II to the SEBI (lOdR"
Regulations, 2015.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2025, your Company has one wholly-owned subsidiary
company and three joint venture firms. The company does not have any
associate company.

In accordance with the provisions of Section 129(3) of the Act, read witt
the Companies (Accounts) Rules, 2014, a report on the performance and
financial position of the subsidiary and joint venture Companies is provided,
in the prescribed Form AOC-1, in Annexure ’C’

Further, pursuant to the provisions of Section 136 of the Companies Act
2013, the audited financial statements along with other relevant documents,
in respect of the subsidiary, are available on the website of the Company, in
the link https://www.moderninsulators.com/financial-information/.

The policy for determining material subsidiaries of the Company has been
provided in the following link: https://www.moderninsulators.com/policies
PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT BY
THE COMPANY

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and
schedule V of SEBI (LODR) Regulations, 2015, disclosures on particulars
relating to loans, guarantees and investments are provided as part of the
financial statements.

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on
March 31, 2025 prepared in accordance with Section 92(3) of the Act is
made available on the website of the Company and can be assessed using
the link https://www.moderninsulators.com/financial-information/.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year under review, all contracts, arrangements, and transactions
entered into by the Company with Related Parties were in the ordinary
course of business and on an arm's length basis. There were no materia]
transactions with any Related Party, as defined under Section 188 of the
Companies Act, 2013, read with the Companies (Meetings of Board and
its Powers) Rules, 2014.

In compliance with the requirements of the Act and the amendments to the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), all Related Party Transactions were placed before
the Audit Committee for approval. Certain transactions, which were
repetitive in nature, were approved through the omnibus approval route
and were reviewed on a quarterly basis by the Audit Committee.

As all transactions with Related Parties during the year were on an arm's
length basis and not material in nature, disclosure in Form AOC-2 pursuani
to Section 134 of the Act is not applicable. The details of Related Party
Transactions for the financial year ended 31st March, 2025 are disclosed

in Note No. 38 to the Standalone Financial Statements forming part of this
Annual Report.

The Company has also formulated a comprehensive Policy on Related Party
Transactions, which lays down the framework for identification, review,
approval, and disclosure of transactions with Related Parties, thereby
ensuring transparency and compliance with applicable laws. The Policy is
available on the Company's website at: https://www.moderninsulators. com/
policies/.

DIRECTORS

Appointment/Re-appointment of Directors

In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Shri Shreyans Ranka, Whole-time
director of your Company, is liable to retire by rotation at the ensuing AGM
and, being eligible, has offered himself for re-appointment. His appointment
is placed for approval of the members and forms part of the notice of the
ensuing Annual General Meeting.

The information about the Director seeking his reappointment as per
Secretarial Standards-2 has been given in the notice convening the ensuing
40th Annual General Meeting.

Cessation of Directors

The Board regrets to inform that Shri P.K. Gokhroo (DIN: 06810797),
Executive Director of the Company, ceased to hold office with effect from
20th February, 2025 due to his sudden and untimely demise.

Shri Gokhroo had been associated with the Company for several years and
played a significant role in guiding its business operations with his rich
experience, vision, and leadership.

The Board of Directors, on behalf of the Company and all its stakeholders,
places on record its deep appreciation and gratitude for the invaluable
services rendered by Shri Gokhroo during his tenure. The Board also
expresses its profound sorrow at his demise and conveys its heartfelt
condolences to the members of his family.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Sections 2(51) and 203 of the Companies Act,
2013 ("the Act"), read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the following persons have been
designated as Key Managerial Personnel (KMP) of the Company:

• Shri Sachin Ranka, Chairman & Managing Director

• Shri Shreyans Ranka, Whole-Time Director

• Shri P. Sridharan, Executive Director

• Shri Animesh Banerjee, Executive Director

• Shri Alok Jain, Chief Financial Officer

• Ms. Harshita Hetawal, Company Secretary & Compliance Officer
The Board affirms that the appointment, terms of employment, and
remuneration of the Directors and Key Managerial Personnel are in line
with the Company's duly approved Nomination and Remuneration Policy,
which is formulated in accordance with the provisions of the Act and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DECLARATION OF INDEPENDENCE

All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion
of the Board, the Independent Directors, fulfil the conditions of
independence specified in Section 149(6) of the Act and Regulation 16(1)

(b) of the Listing Regulations. The Independent Directors have also
confirmed that they have complied with the Company's Code of Business
Conduct & Ethics.

The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R.
804(E) dated October 22, 2019 and effective from December 01, 2019 has
introduced the provision relating to inclusion of names of Independent
Directors in the Data Bank maintained by Indian Institute of Corporate
Affairs ('IICA'). All Independent Directors of your Company are registered
with IICA.

In the opinion of the Board, independent directors possess the requisite
integrity, experience, expertise, proficiency and qualifications.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Your Company recognises that a structured process of performance
evaluation is essential to enhance the effectiveness of the Board and its
Committees and to strengthen individual Director engagement. In line with
the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors
undertook the annual evaluation of its own performance, that of its
Committees, the Chairman, Executive Director, Non-Executive Directors
and Independent Directors.

The Nomination and Remuneration Committee (NRC) has established a
well-defined framework for this evaluation process. The methodology
included circulation of structured questionnaires covering key areas such
as Board composition and diversity, quality of discussions, decision-making
processes, governance practices, contribution of Directors, and the
effectiveness of the Committees. Separate evaluation formats were used
for the Board, its Committees, the Chairman, and individual Directors.

A meeting of Independent Directors was held to evaluate the performance
of Non-Independent Directors, the Board as a whole and its Committees.
At the same meeting, the Independent Directors also assessed the
performance of the Chairman of the Company, after considering the views
of the Executive and Non-Executive Directors. The evaluation carried out
by the Independent Directors was placed before the NRC and subsequently
discussed at the Board level.

The Board, after due consideration of the feedback received, expressed its
overall satisfaction with the performance of the Board, its Committees and
individual Directors. The evaluation reflected a high level of engagement,
active participation, and contribution by each Director, thereby reinforcing
the Board's collective commitment to the Company's strategic objectives
and governance standards.

MEETING OF THE BOARD

During the year 2024-25, Eleven Board Meetings were held, on 30th May,
2024, 24th June, 2024, 24th July, 2024, 10th August 2024, 14th August
2024, 17th September, 2024, 13th November, 2024,10th January, 2025,
13th February, 2025, 20th February, 2025, 22nd March, 2025. Further details
on the Board Meetings are provided in the Corporate Governance Report,
forming part of this Annual Report. The intervening gap between the
meetings was within the period prescribed under the Act and the Listing
Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of
meetings held, and attendance at the meetings are provided in the Corporate
Governance Report.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on 13th February 2025, without the
attendance ofNon-Independent Directors and members of the management.
The Independent Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along with the
performance of the Chairman of the Company, taking into account the views
of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, cost and secretarial auditors and external agencies
including audit of internal financial controls over financial reporting by
the statutory auditors and the reviews performed by the management and
the relevant Board Committees, including the Audit Committee, the Board
is of the opinion that the Company's internal financial controls were adequate
and operating effectively during the financial year 2024-25.

To the best of knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statement
in terms of Section 134(3)(c) read with section 134 (5) of the Companies
Act, 2013:

(a) in the preparation of the Annual Accounts for the year ended 31st March,
2025, the applicable accounting standards have been followed along
with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 and loss
of the Company for that period;

(c) they 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) they have prepared the annual accounts 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;

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

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

M/s R. B. Verma & Associates, Chartered Accountants, Jaipur (ICAI Firm
Registration No. 012650C), were appointed as the Statutory Auditors of
the Company for a period of five consecutive years at the 37th Annual
General Meeting (AGM) of the Members held on 30th September, 2022, to
hold office from the conclusion of the said AGM until the conclusion of the
42nd AGM of the Company. Their remuneration is being determined by
the Board of Directors in consultation with the Statutory Auditors.

The Board has carefully reviewed the Auditors' Report for the financial
year under review. The observations and remarks made therein, read together
with the relevant notes to the financial statements, are self-explanatory and
do not require any further comments under Section 134 of the Companies
Act, 2013.

The Statutory Auditors have not reported any instance of fraud by the
Company or on the Company by its officers or employees under Section
143(12) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013
("the Act"), read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s
Anshika & Associates, Company Secretaries, Jaipur as the Secretarial
Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by M/s Anshika & Associates, Practicing
Company Secretaries, for the financial year 2024-25 forms an integral part
of this Report and is annexed herewith as Annexure-D.

The observations made in the Secretarial Audit Report are self-explanatory
and do not call for any further comments under Section 134 of the Act. The
Company has also put in place appropriate systems and processes to ensure
timely and effective compliance with all applicable statutory requirements
and to further strengthen the governance framework.

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain
cost records and have the audit of its cost records conducted by a Cost
Accountant. Cost records are prepared and maintained by the Company as
required under Section 148(1) of the Act.

Pursuant to the provisions of Section 148 of the Act, read with the Companies
(Cost Records and Audit) Rules, 2014, as amended from time to time, the
Board at its meeting held on 28th May, 2025, has appointed M/s Rajesh &
Company, Cost Accountants, Jaipur (Firm Registration No. 000031), as
the Cost Auditors to conduct the audit of the cost records of the Company
for the financial year 2024-25. As required under the Companies Act, 2013
a resolution seeking Members approval for ratification of remuneration

payable to the Cost Auditors forms part of the Notice convening the Annual
General Meeting.

The Cost Audit Report for the financial year 2024-25 does not contain any
qualifications, reservations, adverse remarks, or disclaimers. The said report
was filed with the Central Government within the prescribed time.
Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act,
2013 ("the Act"), the Board of Directors has appointed M/s S. Garg & Co.,
Chartered Accountants, as the Internal Auditor of the Company.

The Internal Auditor independently reviews and evaluates the adequacy
and effectiveness of the Company's internal control systems, risk
management practices, and governance processes. The scope of the Internal
Audit includes a comprehensive examination of business operations,
financial transactions, statutory compliances, and adherence to policies and
procedures, with the objective of strengthening operational efficiency and
safeguarding the Company's assets.

The Internal Audit Reports, along with significant observations, findings,
and recommendations, are placed before the Audit Committee on a quarterly
basis. The Audit Committee reviews these reports in detail and monitors
the corrective actions taken by the management in response to the audit
observations. This structured process ensures that appropriate risk-mitigation
measures are implemented and that the internal control framework of the
Company remains robust and effective.

REMUNERATION AND NOMINATION POLICY
The Board of Directors have framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. The Policy broadly lays down the
guiding principles, philosophy and the basis for payment of remuneration
to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining
qualifications, positive attributes and Independence of Director and criteria
for appointment of Key Managerial Personnel/Senior Management and
performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection
of the candidates. The above policy has been posted on the website of the
Company at https://www.moderninsulators. com/policies/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has in place a Vigil Mechanism / Whistle-Blower Policy in
compliance with the provisions of Section 177 of the Companies Act, 2013,
read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

This mechanism provides a secure and transparent framework for Directors
and employees to report concerns relating to unethical behaviour, actual or
suspected fraud, or violation of the Company's Code of Conduct. The policy
ensures adequate safeguards against victimisation of employees who report
such concerns and also provides for direct access to the Chairman of the
Audit Committee in exceptional cases.

During the year under review, no employee or individual was denied access
to the Audit Committee under the Vigil Mechanism.

Further details of the Vigil Mechanism are provided in the Corporate
Governance Report, forming part of this Annual Report. The Vigil
Mechanism / Whistle-Blower Policy is also available on the Company's
website at: https://www.moderninsulators. com/policies/.

RISK MANAGEMENT

Your Company has adopted a comprehensive and structured approach to
risk management, recognising it as an integral part of business planning
and decision-making. The framework seeks to proactively identify, assess,
and mitigate potential risks that could impact the achievement of strategic
and operational objectives.

The Risk Management Policy, approved by the Board, lays down the guiding
principles for risk identification, assessment, mitigation, monitoring, and
reporting across various levels of the organisation. The policy aims to
enhance transparency, reduce the likelihood of adverse outcomes, and
strengthen the Company's ability to respond effectively to emerging
challenges in a dynamic business environment.

The Board of Directors and the Audit Committee periodically review the
risk management framework, including the key risks and the mitigation
measures adopted by the management. This oversight ensures that risk
exposures are kept within acceptable levels and aligned with the Company's
risk appetite.

During the year under review, no risks were identified that, in the opinion
of the Board, could threaten the going concern status or the Company's
long-term sustainability. However, certain industry and business-related
risks, along with the Company's strategies to mitigate them, have been
discussed in detail in the Management Discussion and Analysis Report,
forming part of this Annual Report.

The Company's Risk Management Policy is available on its website at:
https://www.moderninsulators. com/policies/

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Internal Financial Controls and Risk Management form an integral part of
the Company's overall governance and strategy framework. The Company
continuously reviews and strengthens its systems through revised standard
operating procedures to ensure effective risk mitigation and operational
efficiency.

The Company's internal control system is commensurate with the size, scale,
and complexity of its operations. The internal and operational audit function,
entrusted to M/s S. Garg & Co., Chartered Accountants, focuses on
evaluating the adequacy of controls, identifying and assessing risks,
reviewing business processes, and benchmarking practices with industry
standards.

The Audit Committee of the Board provides active oversight by periodically
reviewing the adequacy and effectiveness of internal controls and risk
management processes. The Company has a robust Management Information
System (MIS), which forms an integral part of the internal control
mechanism, enabling timely monitoring of key business risks and mitigation
measures.

Significant audit observations, risk assessments, and management's
corrective actions are regularly presented to the Audit Committee, which,
in turn, suggests measures for further strengthening controls. To ensure
independence and objectivity, the Internal Audit function reports directly
to the Chairman of the Audit Committee.

The Audit Committee, Statutory Auditors, and senior management remain
continuously engaged in ensuring that the Company's internal financial
control framework remains effective, reliable, and aligned with best
governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues to uphold its commitment towards inclusive
growth and sustainable development through well-structured CSR initiatives
in line with the provisions of Section 135 of the Companies Act, 2013 and
the Companies (CSR Policy) Rules, 2014.

During the financial year 2024-25, the Company spent ^52.86 lakh on
CSR activities, as approved by the CSR Committee and the Board of
Directors from time to time. The CSR initiatives were focused on the
Company's identified thrust areas, namely:

• Promoting education and healthcare to improve access and quality of
life in communities,

• Women empowerment through initiatives aimed at skill development
and livelihood enhancement, and

• Conservation of natural resources to promote sustainability and
environmental protection.

The Executive Director of the Company has certified that the CSR
expenditure for the year has been utilized fully, and in the manner approved
by the Board.

In accordance with the statutory requirements, the Annual Report on CSR
activities, including a brief outline of the CSR Policy and details of the
initiatives undertaken, is annexed to this Report as Annexure-E and forms
an integral part of it. The Company's detailed CSR Policy is also available
on its website at: https://www.moderninsulators. com/policies/.

For details regarding the composition, meetings, and terms of reference of
the CSR Committee, kindly refer to the Corporate Governance Report, which
forms part of this Annual Report.

Your Board firmly believes that CSR initiatives are not only a statutory
responsibility but also a reflection of the Company's ethos of giving back
to society and creating a meaningful impact on the communities it serves.
ENVIRONMENT, HEALTH AND SAFETY

Your Company remains fully conscious of its responsibility towards ensuring
environmentally sustainable and safe operations. The Company's policy
mandates that all activities be carried out in a manner that not only ensures
the health and safety of employees, contractors, and all stakeholders, but
also promotes compliance with applicable environmental laws and
regulations.

The Company places strong emphasis on energy efficiency, waste
management, reduction of emissions, and conservation of natural resources
across its operations. Regular training and awareness programs are
conducted to instill a culture of safety and environmental consciousness at
all levels of the organization.

Periodic safety audits and risk assessments are undertaken to strengthen
preparedness, while continuous monitoring mechanisms are in place to
ensure adherence to statutory requirements and industry best practices.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
In compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
framed thereunder, your Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment of Women at Workplace.
The policy aims to provide a safe, respectful, and inclusive work
environment and covers all women employees of the Company, whether
permanent, temporary, contractual, or trainees. The policy is available on
the Company's website at: https://www.moderninsulators.com/policies/.
An Internal Complaints Committee (ICC), duly constituted in line with the
requirements of the Act, has been entrusted with the responsibility of
receiving and addressing complaints, creating awareness, and ensuring strict
implementation of the policy.

During the year under review, the Company has not received any complaints
relating to sexual harassment. The Board reaffirms the Company's strong
commitment to fostering a workplace culture built on dignity, equality,
safety, and mutual respect for all employees and associates.
PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is attached as Annexure-F. In accordance with the
provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the names and other particulars of employees drawing
remuneration in excess of the limits, set out in the aforesaid rules, forms
part of this Report.

In line with the provisions of Section 136(1) of the Act, the Report and
Accounts, as set out therein, are being sent to all the Members of your
Company, excluding the aforesaid information about the employees. Any
Member, who is interested in obtaining these particulars about employees,
may write to the Company Secretary at compliance@moderninsulators.
com.The aforesaid addendum is also available for inspection by the members
at the Registered Office of the Company from 21 days before the AGM till
the date of the ensuing AGM, during business hours on working days.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Company acknowledges that its people are the cornerstone of its
success. The commitment, competence, and dedication demonstrated by
employees across all functions continue to drive business performance and
growth. The Company strives to create a workplace culture that fosters
collaboration, innovation, and accountability, while ensuring alignment with
the organisation's vision and values.

In order to build capability and sustain long-term performance, the Company
places strong emphasis on learning and development. Periodic technical,
functional, and safety training programmes are conducted to enhance skills
and ensure a safe working environment. For senior management and
leadership roles, performance is assessed through a structured Key Result
Area (KRA)-based appraisal system, ensuring objectivity and transparency.
The Human Resources function acts as a strategic partner, enabling the
business to respond effectively to changing industry dynamics. With the

Company's vision of scaling operations in the coming years, HR initiatives
are directed towards building an agile, future-ready, and engaged workforce.
Your Company is committed to attracting, developing, and retaining talent
by offering meaningful career opportunities, a culture of continuous learning,
and initiatives that support employee well-being. This approach ensures
not only sustained business growth but also long-term organisational
resilience.

STATUTORY INFORMATION AND OTHER DISCLOSURES

(a) The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of
the Act, read with the Rule 8(3) of the Companies (Accounts) Rules,
2014 is annexed as Annexure 'G' and forms an integral part of this
Report.

(b) The Company has not accepted any deposits, within the meaning of
Section 73 of the Act, read with the Companies (Acceptance of Deposits)
Rules, 2014 as amended.

(c) No application has been made under the Insolvency and Bankruptcy
Code. The requirement to disclose the details of application made or
any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status as at the end
of the financial year is not applicable.

(d) The requirement to disclose the details of difference between amount
of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along
with the reasons thereof, is not applicable.

(e) Company has taken appropriate insurance for all assets against
foreseeable perils.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE
FINANCIAL POSITION OF THE COMPANY

Except as stated specifically in this Report, there have been no material
changes or commitments affecting the financial position of the Company
that have occurred between the close of the financial year and the date of
this Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued
by the institute of Company Secretaries of India.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the
year under review:

• Issue of equity shares with differential rights as to dividend, voting or
otherwise;

• Issue of shares (including sweat equity shares) to employees of the
Company under any Scheme;

• No significant or material orders were passed by the Regulators or Courts
or Tribunals which impact the going concern status and the Company's
operations in the future.

APPRECIATION

Your Directors place on record their sincere appreciation for the continued
guidance, cooperation, and support received from the Company's bankers,
business partners, stakeholders, Central and State Governments, and
regulatory authorities during the year under review. Their trust and
encouragement remain vital to the Company's growth journey.

The Board also conveys its heartfelt appreciation to all employees of the
Company for their dedication, professionalism, and unwavering
commitment. Their collective efforts, teamwork, and resilience have been
instrumental in driving the Company's performance and strengthening its
foundation for future growth.

Your Directors look forward to the continued support of all stakeholders as
the Company pursues its vision of sustainable growth and value creation.

For and on behalf of the Board of Directors

Place : Abu Road Sachin Ranka

Date : 14th August, 2025 Chairman & Managing Director

DIN: 00335534