Your directors have pleasure in presenting the 5^th Annual Report of Modi's Navnirman Limited ("the Company" or "MNL") on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2026.

1. OPERATING PERFORMANCE

Certain key aspects of the Company's performance during the financial year ended March 31, 2026, as compared to the previous financial year are summarized below:

Note:

The financial information presented above has been extracted from the audited Standalone and Consolidated Financial Statements of the Company for the year ended 31 March 2026 prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the relevant rules made thereunder. FY 2025-26 being the first year of adoption of Ind AS by the Company, the comparative figures for FY 2024-25 have been restated/reclassified, wherever considered necessary, to make them comparable with the current year's presentation. Figures are stated in (Rs. In lakh) unless otherwise specified.

2. FINANCIAL PERFORMANCE

Consolidated Financials

During the year under review, your Company's consolidated total revenue stood at ^19,268.14 lakh as compared to ^10,456.96 lakh for the previous year, representing an increase of 84.26%; profit before tax stood at ^3,640.15 lakh for the year under review as compared to ^2,735.27 lakh for the previous year, representing an increase of33.08%; and the total comprehensive income stood at ^2,913.65 lakh as compared to ^2,311.05 lakh for the previous year, representing an increase of 26.08%.

STANDALONE FINANCIALS

During the year under review, the total revenue stood at ^19,268.11 lakh as compared to ^10,456.96 lakh for the previous year, representing an increase of 84.26%; profit before tax stood at ^3,644.20 lakh for the year under review as compared to ^2,735.27 lakh for the previous year, representing an increase of 33.23%; and the total comprehensive income stood at ^2,917.70 lakh as compared to ^2,311.05 lakh for the previous year, representing an increase of 26.25%.

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

SCHEME OF ARRANGEMENT IN THE NATURE OF AMALGAMATION

During the year under review, the Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench vide its order dated October 16^th, 2025 has approved the Scheme of Arrangement by amalgamating Shree Modis Navnirman Private Limited, wholly owned subsidiary of the Company, with the Company; pursuant to Section 233 and other applicable provisions of the Companies Act, 2013 ('Act') read with Rules made thereunder.

Pursuant to the Scheme of Amalgamation sanctioned by NCLT dated October 16, 2025, the Authorized Share Capital of the Transferor Company Shree Modis Navnirman Private Limited stands merged with the Company and accordingly, the Authorized Share Capital of the Company stands increased from Rs.

20.00. 00.000/- consisting of 2,00,00,000 equity shares of Rs. 10/- each to Rs.

20.05.00. 000/- consisting of 2,05,00,000 equity shares of Rs. 10/- each and capital clause of the Memorandum of Association of the Company has been altered accordingly.

MIGRATION FROM SME PLATFORM TO MAIN BOARD

The Company was earlier listed on the SME Platform of the Bombay Stock Exchange. Pursuant to approval of the shareholders and the Stock Exchange, the Company has migrated from the SME Platform to the Main Board of the Stock Exchange of Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) with effect from 14^th November 2025. Consequently, the equity shares of the Company are now listed and traded on the Main Board of the Stock Exchange both National Stock Exchange ("NSE") and Bombay Stock Exchange ("BSE") from the aforesaid date and the Company is compliant with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable to companies listed on the Main Board.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

During the year under review, pursuant to the applicability of the Indian Accounting Standards (Ind AS) framework, the Company adopted Ind AS for the first time for the financial year ended 31 March 2026. Accordingly, the Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

In accordance with Ind AS 101 - First-time Adoption of Indian Accounting Standards, the comparative financial information for the previous year has been restated/reclassified, wherever necessary, to ensure comparability with the current year's financial statements. The transition to Ind AS has been carried out from the transition date of 1 April 2024.

4. NATURE OF BUSINESS:

The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential and commercial projects. There was no change in nature of the business of the Company, during the year under review.

5. HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Shree Modi's Navnirman Private Limited ("SMPNL") which was a wholly owned subsidiary company has ceased as a subsidiary company and merged with MNL.

During the year under review, your Company has incorporated a Section 8 Company, as a wholly owned subsidiary in the name of 'Modis Navnirman Foundation' on January 20, 2026. The performance and financial position of the subsidiary companies for the year ended March 31, 2026 is attached to the financial statements hereto.

Your company has no joint venture and associate company.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures as per Rule 8 of Company's (Accounts) Rules, 2014, a report on the financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended 31^st March 2026 is annexed to this Board's report in form AOC -1 as Annexure I

6. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the profits earned during FY 2025-26 in the business and accordingly, the entire profit for the year has been transferred to the Reserves of the Company.

7. DIVIDEND

The Board strongly believes that the current market scenario would offer attractive

business development opportunities in the real estate sector and re-investing the capital in such opportunities would create more wealth and value for the shareholders in the long term. Accordingly, with a view to create the long-term economic value, your directors have not recommended any dividend for the year.

8. SHARE CAPITAL AND CHANGES IN ITAuthorized Share Capital:

Your company has an Authorised Share Capital of the Company of Rs. 20,05,00,000/- (Rupees Twenty Crores Five Lakh Only) divided into

2,05,00,000 (Two Crores Five Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

In the year under review, the authorised share capital of transferor company i.e. Shree Modis Navnirman Private Limited has been merged with MNL and hence the capital clause of the Memorandum of Association of the Company has been altered accordingly.

Issued And Paid-Up Share Capital:

As on the date of this Report, the paid up, issued and subscribed capital of the Company stands Rs. 19,59,12,000 (Nineteen Crores Fifty-nine lakhs twelve thousand) comprising of 1,95,91,200 shares (One Crore ninety-five lakh ninety-one thousand and two hundred) equity shares of Rs. 10/- (Rupees Ten Only) each.

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any Scheme.

9. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company prepared in accordance with Section

92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company at "www.modisnavnirman.com"

10. 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

During the Financial Year 2025-26, there were no instances 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.

11. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

Female : 12

Male : 16

Transgender: NIL

12. DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act,2013 is not applicable.

13.FINANCIAL STATEMENT:

The Audited financial statements [standalone and consolidated] for the year ended on March 31, 2025 have been prepared in accordance with the Indian Accounting Standards [Ind AS], provisions of the Companies Act, 2013 [hereinafter referred to as "The Act"] read with the Companies [Accounts] Rules, 2014 as

amended from time to time and Regulation 33 of the Securities Exchange Board of India [Listing Obligations and Disclosure

Requirements] Regulations, 2015 [hereinafter referred to as "Listing Regulations"].

14. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

15. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

16. INTERNAL CONTROL SYSTEM

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis has been furnished in the Annual

Report and forms a part of the Annual Report.

18. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions /contracts

/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm's length. Further none of such transactions/contracts/ arrangements are material (i.e., satisfying the criteria provided in first proviso of section 188(1) of the Companies Act, 2013) in nature. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure II forming part of this Report. The details of related party transactions as required under the applicable Indian Accounting Standards (Ind AS) are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Kindly refer the financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2026.

21. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

(b) Key Managerial Personnel:

The Key Managerial Personnel (KMP) of the Company, at present, comprises of Managing Director, Chairman & Executive Director, Chief Financial officer and Company Secretary.

The details are as below: -

The resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting, and the brief profile and other information as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

("Listing Regulations") relating to him, forms part of the Notice of ensuing Annual General Meeting.

In the opinion of the Board, all the Directors possess the requisite qualification, experience, and

expertise and hold high standards of integrity.

(e) Declarations by Independent

Directors

Pursuant to the provisions of subsection (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 which forms a part of the report as Annexure III.

(f) Familiarization program for Independent Directors:

The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities

in the Company, nature of the industry in which the Company operates, the business model of the Company etc.

The details of the Familiarization Programme for Independent Directors are posted on the website of the Company i.e.

https://modisnavnirman.com/ and the weblink thereto is

https://modisnavnirman.com/corpora te-governance/.

For details of the Familiarisation programme conducted, kindly refer Corporate Governance Report which forms part of this Annual Report.

24. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES.Board Meetings

The Board of Directors met 7 times during the financial year ended March 31, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time.

Additionally, on May 26, 2025 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, for matters relating to constitution, meetings and functions of this Committee.

Corporate Social Responsibility Committee

A committee to deal with the matters relating to Corporate Social Responsibility is in existence in accordance with the Section 135 of the Companies Act, 2013. For details of the composition, meetings, and functions of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3) (o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure V attached herewith which forms part of this report, and also the section on Corporate Governance.

Stakeholders Committee

A stakeholders committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013.

Kindly refer section on Corporate Governance for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed On the website of Company at

https://modisnavnirman.com/investors-relation

Fraud Reporting

During the year under review, no instances of fraud were reported by the Auditors of the Company.

Annual Evaluation of Directors, Committee and Board

The Nomination and Remuneration Committee of the Board has formulated a Performance

Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee, and the Board had been carried out.

25. AUDITORS AND REPORTSI. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 deleting the provision of annual ratification of the appointment of auditor, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with and no resolution has been proposed for the same.

The Company has appointed M/s. DGMS & Co., Chartered Accountants (Firm Registration No - 0112187W in the 1^st Annual General Meeting to hold office till the conclusion of 6^th Annual General Meeting to be held in the year 2027.

Observation of statutory auditors on financial Statements for the year ended March 31, 2026

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

II. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO LLP., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2025-26.

M/s JNG & Co. LLP, Practicing Company Secretaries having firm registration number L2024MH017500, be and is hereby appointed as the Secretarial Auditors of the Company for a period of five financial years ie. 2025-26 to 2029-30 to hold office till the conclusion of the 9th Annual General Meeting of the Company to be held in the year 2030, to conduct Secretarial Audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act. Secretarial Audit report for the year ended March 31, 2026.

Secretarial Audit report for the year ended March 31, 2026 As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2025-26 carried out by JNG & CO LLP, Company Secretaries in Form MR-3 forms part to this report as Annexure-IV The said reports does not contain any adverse observation or qualification or modified opinion.

III. Cost Auditor:

Your Company is principally engaged into providing construction services. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

IV. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s B.B Gusani & Associates, Chartered Accountants, as the Internal Auditors of your Company for the financial year 2025

26. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to

the Audit Committee and Board from me to me.

26. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company's website https://modisnavnirman.com/investors-relation

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information containing details of employees as required under Section 197 of the Act read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is mentioned in the Corporate Governance report.

The statement containing names of

employees, the particulars of employees as required under Section 197[12] of the Act read with Rule 5[2] and 5[3] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, is provided.

In terms of Section 136 of the Act, the said information is open for inspection and any Member interested in obtaining a copy of the

same may write to the Company Secretary of the Company.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website https://modisnavnirman.com

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy. Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

30. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Extract Of Annual Return

Pursuant to Section 92(3) read with the provisions of Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2026, is available on the website of the Company at www.modisnavnirman.com, under the

following

https://modisnavnirman.com/investors-

relation/.

Conservation of energy, technology absorption and Foreign Exchange Earnings and Outgo

Company has not carried out any business activities warranting conservation of the energy and technology absorption in

accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engaged in any manufacturing activity, issues relating to technology absorption are not quite relevant to its functioning. During the year under review there is no foreign exchange earnings and outgo.

Insolvency and Bankruptcy Code, 2016 There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Compliance with Secretarial Standards

The Company is in compliance with the mandatory Secretarial Standards.

Certificate Of Non-Disqualification OfDirectors

In accordance with the Listing Regulations, a certificate has been received from JNG and CO., Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure III.

Corporate Governance

The report on Corporate Governance and also the report of the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms a part of the Annual Report.

Disclosure in accordance with the provisions of The Maternity Benefit Act, 1961

In accordance with the provisions of the

Maternity Benefit Act, 1961 and the rules framed thereunder, the Company is committed to providing all benefits and protection as mandated under the Act to its eligible women employees.

The Company has adopted policies to ensure that all eligible women employees are granted maternity leave and other related benefits as per the statutory provisions. The Company also strives to provide a safe, supportive and inclusive work environment for women employees during and after their maternity period.

During the year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961. No complaints or concerns relating to maternity benefit noncompliance were reported during the financial year.

The Board of Directors remains committed to upholding the rights and welfare of its women employees in compliance with the applicable laws and best practices.

31. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2026, the Board of Directors hereby Confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable;

(b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profits of the Company for the year ended on that date;

(c) Proper and sufficient care was taken for the maintenance of adequate accounting records

in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company. Your Directors would also like to thank the Members for reposing their

confidence and faith in the Company and its management.