డైరెక్టర్ల నివేదిక Modern Insulators Ltd.

Mar 31, 2025

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'')

Particulars	Standalone		Consolidated
	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	503.25	443.29	503.27	443.30
Other income	13.82	11.83	13.58	11.43
Total revenue Profit before finance cost	517.07	455.12	516.85	454.73
and depreciation	51.04	47.11	50.91	46.69
Finance cost	4.15	3.41	4.29	3.41
Depreciation	8.52	8.62	8.73	8.62
Profit before exceptional items and tax	38.37	35.08	37.89	34.66
Exceptional Items	6.92	-	6.92	-
Profit before tax	45.29	35.08	44.81	34.66
Tax expense (Current)	7.63	-	7.63
Deferred Tax	(1.56)	(1.41)	(1.40)	(1.38)
Profit after tax	39.22	36.49	38.58	36.04
Other comprehensive income (Net of tax)	(0.08)	(0.04)	(0.08)	(0.04)
Total comprehensive income	39.14	36.45	38.50	36.00
Retained earnings at the beginning of the year	337.78	301.33	335.70	299.56
Retained earnings at the end of the year	376.92	337.78	374.21	335.70

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

---

Mar 31, 2024

Your Directors are pleased to present the 39^th Annual Report on the business and operations of the Company together with the Audited Financial

Statements for the year ended 31^st March, 2024.

FINANCIAL PERFORMANCE (? in Crores)

Particulars	Standalone		Consolidated
	Year ended 31.03.2024	Year ended 31.03.2023	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from Operations	443.29	430.96	443.30	430.96
Other income	11.90	13.77	11.50	13.53
Total revenue	445.19	444.73	454.80	444.49
Profit before finance cost and depreciation	47.11	38.87	46.69	38.52
Finance cost	3.41	4.15	3.41	4.15
Depreciation	8.62	8.68	8.62	8.68
Profit before exceptional items and tax	35.08	26.04	34.66	25.69
Exceptional Items	-	-	-	-
Profit before tax	35.08	26.04	34.66	25.69
Tax expense (Current)	-	-	-	-
Deferred Tax	(1.41)	(2.26)	(1.38)	(2.26)
Profit after tax	36.49	28.30	36.04	27.95
Other comprehensive income (Net of tax)	(0.04)	0.17	(0.04)	0.17
Total comprehensive income	36.45	28.47	36.00	28.12
Retained earnings at the beginning of the year	301.33	272.86	299.56	271.44
Retained earnings at the end of the year	337.78	301.33	335.70	299.56

OPERATIONS

The Standalone revenue from operations for the year has been '' 443.29 crores as against '' 430.96 crores in previous year and net profit for the year stood at '' 36.45 crores as against '' 28.47 crores in previous year.

The consolidated revenue from operations for the year has been '' 443.30 crores as against ''430.96crores in previous year and net profit for the year stood at ''36.00crores as against ''28.12crores in previous year.

SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2024 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

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review There is no dividend which remains outstanding or to be paid & required to be transferred to the IEPF by the Company during the year ended 31st March 2024. During the year under review, no amount from the profit is transferred to General Reserve.

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 Company in name and style of “Modern Composites Private Limited” on August 28, 2023 for manufacturing of Composite Insulators.

Company has started commercial production from 30^th March, 2024.

Shriji Design - MIL (JV)

The company has entered into Joint Venture Agreement with Shriji Designs to participate in railways EPC tender. The JV has incurred loss of Rs. 36.09 during the year as against loss of Rs. 30.13 Lacs in previous year.

SEC - MIL (JV)

The company has entered into Joint Venture Agreement with Sikka Engineering Company which has not yet commenced any operations. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes 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 are prepared in accordance with the applicable Indian Accounting Standards (“Ind-AS”) as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report. Pursuant to Section 129(3) ofthe Companies Act, 2013 (“Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.

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

Your Company has received requisite approval from BSE Limited for fixing of record date for issuance of shares of MPL. Accordingly, both Companies are taking effective steps to complete the formalities relating to the allotment of shares of MPL pursuant to the demerger of the Yarn Division of the Company and thereafter listing of the same.

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

The Board of Directors of your Company had approved the merger/ amalgamation of Modern Denim Limited with the Company under the ambit of Board for Industrial & Financial Reconstruction (BIFR). Since, SICA stood repealed and BIFR stand dissolved in terms of Sick Industrial Companies (Special Provisions) Repeal Act, 2003 the Board of Directors has approved the scheme of compromise, arrangement and amalgamation of Modern Denim Limited with the Company under the provisions of section 230-232 of the Companies Act, 2013.

The Scheme has been approved by the shareholders and creditors of the Company at their respective meetings held on 23^rdJuly 2022. Thereafter Company has filed the Second Motion Petition for approval of the Scheme of arrangement for the merger of Modern Denim Limited into the company with the Hon’ble NCLT, Jaipur Bench.

The Hon’ble NCLT, vide its order dated July 31, 2023, has given necessary directions to all concerned to submit their observation/objection, if any for consideration of the scheme of arrangement for the merger of Modern Denim Limited into the company under sections 230 to 232 of the Companies Act, 2013. BSE, Regional Director & RO-cum-OL has filed their observation. Next hearing date is fixed for 25.09.2024.

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 integral 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, 2024, your Company has one wholly-owned subsidiary company and two joint venture firms. The company does not have any associate company.

During the year under review, Company has incorporated one Wholly owned subsidiary namely Modern Composites Pvt. Ltd and another Company namely Modern Metalcast Private Limited has ceased to be Wholly owned subsidiary of the Company.

In accordance with the provisions of Section 129(3) of the Act, read with 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, 2024 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, all contracts/arrangements/transactions entered into by your Company with Related Parties were on arm’s length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined under Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

In line with the requirements of the Act and amendment to the Listing Regulations all Related Party Transactions have been approved by the Audit Committee and certain transactions, which were repetitive in nature, were approved through an omnibus route and reviewed on a quarterly basis by Audit Committee. All transactions entered with related parties during the year under review were on arm’s length basis and not material in nature and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

The details of transactions with related parties for the financial year ended 31st March, 2024 are given in Note No. 37 to the Standalone Financial Statements forming part of this Annual Report.

Your Company has formulated a ‘Policy on Related Party Transactions’, which is also available on the Company’s website at https:// www.moderninsulators.com/policies/. The Policy intends to ensure that proper reporting, approval, and disclosure processes are in place for all transactions between the Company and Related Parties.

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, isliable 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 Board of Directors at their meeting held on 24^th July 2024, based on recommendation of NRC and subject to the approval of Members of the Company, approved the appointment of the following Directors:

1. Shri P.K. Gokhroo (DIN: 06810797) as an Additional Director w.e.f. 01^st August, 2024.

2. Shri Ganpathy Vishwanathan Kalpathy (DIN: 10125773) as an Independent Director w.e.f. 01^st August, 2024.

The information about the Director seeking his reappointment as per Secretarial Standards-2 has been given in the notice convening the ensuing 39^thAnnual General Meeting.

Cessation of Directors

Shri S.K. Sharma (01378040) resigned from the post of Independent Director of the Company.

Shri Ravindra Raniwala (DIN: 00506419) ceased to be the Independent director w.e.f. 28^th September, 2023 upon completion of his 2^nd term as an Independent Director of the Company.

Shri Vikas Sharma has resigned from the post of Executive Director of the Company w.e.f. 31^st July, 2024.The Board places their deep appreciation for the valuable contribution and services rendered by them during their tenure on the Board.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Sachin Ranka, Chairman & Managing Director, Shri Shreyans Ranka, Whole-Time Director, Shri Pradeep Kumar Gokhroo, Additional Director, Shri Dinesh Singh Singhvi, Chief Financial Officer, Ms. Harshita Hetawal, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of the Company. The appointment and remuneration of Directors and KMPs are as per the policy of the Company. Ms. Harishita Hetawal has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 24^th June, 2024 in place of Shri Gaje Singh Solanki who was Company Secretary & Compliance Officer and has resigned w.e.f. 29th March, 2024.

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. GS.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 believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. Pursuant

to the provisions of the Act and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non-executive Directors, Executive Director and the Chairman of the Board

The Nomination and Remuneration Committee (‘NRC’) of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/Non-executive Directors/ Executive Director and the Chairman of your Company.

The performance of Non-independent Directors, the Board, as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairman of your Company, after taking into account the views of Executive Director and Non-executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and subsequently to the Board.The performance evaluation of the Independent Directors was carried out by the entire Board. Thereafter, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. The Board expressed satisfaction on the overall functioning of the Board and its Committees. The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.

MEETING OF THE BOARD

During the year 2023-24, Nine Board Meetings were held, on on 29th May, 2024, 19th June, 2023, 10th August 2023, 22nd August 2023, 08th November, 2023, 05th February, 2024, 12th February 2024, 22nd February 2024, 20th March, 2024. 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 12^th February 2024, without the attendance of Non-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 2023-24.

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 31^st March, 2024, 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) theyhave 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 Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on September 30, 2022 to hold office from the conclusion of the 37^thAGM of the Company till the conclusion of the 42^ndAGM at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The observations made in the Auditors’ Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 in the year under review.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anshika and Associates, Company Secretaries, Jaipur to conduct the secretarial audit for the financial year 2023-24. The Secretarial Audit Report, issued by M/s. Anshika & Associates, Practising Company Secretary for the financial year 2023-24, forms part of this Report, and is set out in Annexure-D to this Report. The observations in Secretarial Audit Report are self-explanatory and hencedo not call for any further comments under Section 134 of the Companies Act, 2013. The company has devised a system to adhere to future compliance in a timely and proper manner.

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 29^th May, 2023, 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 2023-24. 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 2023-24 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 Act, the Company has appointed M/s S. Garg & Co., Chartered Accountants, as an Internal Auditor of the Company.Internal Audit Report, their significant findings and follow-up actions taken by the management are reviewed by the Audit Committee on a quarterly basis.

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 established a mechanism which is in compliance of the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and SEBI (LODR), Regulations, 2015 for directors and employees to report instances and concerns about unethical behavior, actual or suspected fraud, or violation of your Company’s Code of Conduct. It also provides adequate safeguards against the victimization of employees, who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms an integral part of this Annual Report and d the Vigil Mechanism / Whistle-Blower Policy is available on the website of your Company at https://www.moderninsulators.com/policies/. RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Company endeavors to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.The Risk Management Policy has been uploaded on the website of the Company at https:// www.moderninsulators.com/policies/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Control and Risk Management are integral to the Company’s strategy and risk-mitigationsystem, which are constantly assessed and strengthened with new/revised standard operating procedures.

The Company’s internal control system is commensurate with the size, scale, and complexities of its operations. The internal and operational audit is entrusted to M/s S. Garg & Co., Chartered Accountants, a firm of Chartered Accountants. The main thrust of an internal audit is to test and review controls, and appraisal ofrisks and business processes, besides benchmarking controlswith best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the FY2023-24, the Company has spent Rs. 56.44 Lakh towards CSR activities approved by the CSR Committee and the Board of Directors, from time to time. The CSR initiatives of the Company were primarily under the thrust areas of promoting education & healthcare, women empowerment and conservation of natural resources.

Further, the Executive Director of the Company has certified that CSR spends of the Company for the FY 2023-24 has been utilized for the purpose and in the manner approved by the Board.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as Annexure ‘E’ and forms an integral part of this Report. The Company’s CSR Policy has been uploaded on Company’s website https:// www.moderninsulators.com/policies/.

For details regarding the composition and terms of reference of CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations insuch a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the website of the Company for information of all employees at https://www.moderninsulators.com/policies. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review, company has not received any complaints.The Company is committed to providing a safe and conducive work environment to all its 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 The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. Your company ensures that employees are aligned with the organizational culture and values whilst never losing sight of our business objectives. Technical and safety training programmes are given periodically to workers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff. The Human Resources function works as a strategic partner to the business. The technical and quality demands of the industry combined with our ownvision to expand significantly over the next few years have ensured that we build an agile, engaged, and energized work force.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

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 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 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 orTribunals which impact the going concern status and the Company’s operations in the future.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks, stakeholders, business associates, Central and State Governments and all regulatory bodies for their cooperation and support and look forward to their continued support in the future.

We very warmly thank all of our employees for their contribution to your Company’s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

For and on behalf of the Board of Directors

Place : Abu Road Sachin Ranka

Date : 14th August, 2024 Chairman & Managing Director

DIN: 00335534

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Mar 31, 2023

The Directors are pleased to present the 38thAnnual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2023.

FINANCIAL PERFORMANCE			(Rs.	in Crores)
Particulars	Standalone		Consolidated
	Year	Year	Year	Year
	ended	ended	ended	ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from Operations	430.96	436.22	430.96	441.62
Other income	15.34	11.96	15.10	11.78
Total revenue	446.30	448.18	446.06	453.40
Profit before finance cost and depreciation	38.87	34.47	38.52	34.55
Finance cost	4.15	5.20	4.15	5.20
Depreciation	8.68	8.73	8.68	8.73
Profit before exceptional items and tax	26.04	20.54	25.69	20.62
Exceptional Items	-	-	-	-
Profit before tax	26.04	20.54	25.69	20.62
Tax expense (Current)	-	-	-	-
Deferred Tax	(2.26)	(1.36)	(2.26)	(1.36)
Profit after tax	28.30	21.90	27.95	21.98
Other comprehensive income (Net of tax)	0.17	0.02	0.17	0.02
Total comprehensive income	28.47	21.92	28.12	22.00
Retained earnings at the beginning of the year	272.86	250.94	271.44	249.44
Retained earnings at the end of the year	301.33	272.86	299.56	271.44

OPERATIONS

The Standalone revenue from operations for the year has been '' 430.96 crores as against ''436.22 crores in previous year and net profit for the year stood at '' 28.47 crores as against '' 21.92 crores in previous year.

The consolidated revenue from operations for the year has been '' 430.96 crores as against '' 441.62 crores in previous year and net profit for the year stood at '' 28.12 crores as against '' 22.00 crores in previous year.

DIVIDEND AND RESERVES

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review There is no dividend which remains outstanding or to be paid & required to be transferred to the IEPF by the Company during the year ended 31st March 2023. During the year under review, no amount from the profit is transferred to General Reserve.

ALLOTMENT OF SHARES BY MODERN POLYTEX LIMITED (MPL) PURSUANT TO DEMERGER OF YARN DIVISION OF THE COMPANY A joint application was filed by your Company and MPL for seeking clarification for the issue of shares of MPL to the shareholders of MIL pursuant to the order of NCLT, New Delhi dated 12.12.2017. NCLT vide its order dated 18.01.2023 has given clarification on the same. Accordingly, both Companies are taking effective steps to complete the formalities relating to the allotment of shares of MPL pursuant to the demerger of the Yarn Division of the Company and thereafter listing of the same.

SCHEME OF ARRANGEMENT FOR THE MERGER OF MODERN DENIM LIMITED INTO THE COMPANY The Board of Directors of your Company had approved the merger/ amalgamation of Modern Denim Limited with the Company under the ambit

of Board for Industrial & Financial Reconstruction (BIFR). Since, SICA stood repealed and BIFR stand dissolved in terms of Sick Industrial Companies (Special Provisions) Repeal Act, 2003 the Board of Directors has approved the scheme of compromise, arrangement and amalgamation of Modern Denim Limited with the Company under the provisions of section 230-232 of the Companies Act, 2013.

The Scheme has been approved by the shareholders and creditors of the Company at their respective meetings held on 23^rd July 2022. Thereafter Company has filed the Second Motion Petition for approval of the Scheme of arrangement for the merger of Modern Denim Limited into the company with the Hon’ble NCLT, Jaipur Bench.

The Hon’ble NCLT, vide its order dated July 31, 2023, has given necessary directions to all concerned to submit their observation/objection, if any on or before next hearing date i.e. 18th September, 2023 fixed for the consideration of the scheme of arrangement for the merger of Modern Denim Limited into the company under section 230 to 232 of the Companies Act, 2013.

The consolidation of two companies will facilitate savings in the administrative cost and also be beneficial in terms of saving of Income Tax under the provisions of Income Tax Act, 1961.

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 Metal High-Tech Components Private Limited (Formerly Modern Inviro Private Limited)

The subsidiary company was incorporated on December 23, 2019 which has not commenced its operations yet.

Shriji Designs - MIL (JV)

The company has entered into Joint Venture Agreement with Shriji Designs to participate in railways EPC tender. The JV was awarded tender for design, supply, erection, testing and commissioning of 25 KV OHE between Sanwad-Nimarkhedi NTPC siding of Western Railway. The revenue from operations during the year has been '' Nil Lacs as against '' 529.28 Lacs in previous year and has incurred loss of '' 30.13 Lacs as against profit of '' 17.61 Lacs in previous year.

SEC - MIL (JV)

The company has entered into Joint Venture Agreement with Sikka Engineering Company on 09^th July, 2020 which has not yet commenced any operations.

SHARE CAPITAL

The Authorized Share Capital of the Company stood at '' 95.00 crore. During the year under review, the Company has not altered/modified the authorized share capital of the Company. The paid-up Equity Share Capital as at March 31, 2023 stood at ''47.14 crore.

FINANCE AND ACCOUNTS

Your Company follows Indian Accounting Standards (Ind AS) mandated by the Ministry of Corporate Affairs for the preparation of its financial statements. Your Company has consistently applied applicable Accounting policies during the year under review. The standalone and consolidated financial statements along with Notes to the Financial Statements form an integral part of this Annual Report. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review. 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, 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 integral 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, 2023, your Company has one wholly-owned subsidiary company and two joint venture firms. The company does not have any associate company.

During the year under review, no changes occurred in your Company’s holding structure. However w.e.f. 19.06.2023 Modern Metal High-Tech Components Private Limited ceased to be a wholly owned subsidiary company.

In accordance with the provisions of Section 129(3) of the Act, read with 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, advances and investments are provided as part of the financial statements. There are no guarantees issued or securities provided by your Company in terms of Section 186 of the Act, read with the rules issued thereunder.

DEPOSITS

During the year, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet. ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2023 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, all contracts/arrangements/transactions entered into by your Company with Related Parties were on arm’s length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined under Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

In line with the requirements of the Act and amendment to the Listing Regulations all Related Party Transactions have been approved by the Audit Committee and certain transactions, which were repetitive in nature, were approved through an omnibus route and reviewed on a quarterly basis by Audit Committee. All transactions entered with related parties during the year under review were on arm’s length basis and not material in nature and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

The details of transactions with related parties for the financial year ended 31st March, 2023, are given in Note No. 36 to the Standalone Financial Statements forming part of this Annual Report.

Your Company has formulated a ‘Policy on Related Party Transactions’, which is also available on the Company’s website at https:// www.moderninsulators.com/policies/. The Policy intends to ensure that proper reporting, approval, and disclosure processes are in place for all transactions between the Company and Related Parties.

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 38^thAnnual General Meeting.

The Board of Directors

Shri Sachin Ranka (DIN: 00335534), Chairman & Managing Director of the Company whose term will expires on 31st March, 2022 has been reappointed for a period of five years from 01.04.2022 to 31.03.2027.

Shri Vikas Sharma (DIN: 00761202) has been appointed as Executive Director of the Company w.e.f. 1^st June, 2023 for a period of three years subject to the approval of the members of the company through postal ballot which is currently in process.

Shri Shreyans Ranka (DIN: 06470710), Whole Time Director of the Company whose term expires on 31st March, 2024 has been reappointed by the Board of Directors vide meeting dated 10^th August 2023 for a period of five years from 01.04.2024 to 31.03.2029, subject to the approval of the Members at the ensuing 38^th Annual General Meeting.

Cessation of Directors

Shri P.K. Gokhroo (DIN: 06810797) resigned from the post of Executive Director w.e.f. 31^st May, 2023.Shri Ravindra Raniwala (DIN: 00506419) is to vacate the office of Independent director of the company on expiring the 2^nd term upon completion of the ensuing 38^th Annual General Meeting of the company. Shri S.K Sharma (DIN: 01378040) resigned from the post of Independent Director of the company w.e.f. 27^th July 2023. The Board places their deep appreciation for the valuable contribution and services rendered by them during their tenure on the Board.

KEY MANAGERIAL PERSONNEL

During the year under review, Shri Utkarsh Gaur, Company Secretary & Compliance Officer of the Company has resigned w.e.f. 30th April, 2022 and Shri Mayank Chadha, was appointed as Company Secretary & Compliance Officer from 04^th October, 2022 who has also resigned w.e.f.17th May, 2023.

Shri Kashish Papreja has been appointed as Company Secretary and Compliance officer of the company w.e.f 10^th August, 2023.

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Sachin Ranka, Chairman & Managing Director, Shri Shreyans Ranka, Whole-Time Director, Shri Pradeep Kumar Gokhroo, Executive Director, Shri Dinesh Singh Singhvi, Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company. The appointment and remuneration of Directors and KMPs are as per the policy of the Company.

Shri P.K. Gokhroo resigned from the post of Executive Director w.e.f. 31^st May, 2023 and Shri Vikas Sharma has been appointed as Executive Director of the Company w.e.f. 1^st June 2023, for a period of three years.

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. GS.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 believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. Pursuant to the provisions of the Act and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non-executive Directors, Executive Director and the Chairman of the Board.

The Nomination and Remuneration Committee (‘NRC’) of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/Non-executive Directors/ Executive Director and the Chairman of your Company.

The performance of Non-independent Directors, the Board, as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairman of your Company, after taking into account the views of Executive Director and Non-executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and subsequently to the Board.The performance evaluation of the Independent Directors was carried out by the entire Board. Thereafter, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. The Board expressed satisfaction on the overall functioning of the Board and its Committees. The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.

MEETING OF THE BOARD

During the year 2022-23, Six Board Meetings were held, on 30^th May, 2022, 09^th August, 2022, 04^th October, 2022, 10^th November, 2022,

28^th January, 2023 and 10 ^th February, 2023. 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 10^th February 2023, without the attendance of Non-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 2022-23.

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 31^st March, 2023, 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 were 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 Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on September 30, 2022 to hold office from the conclusion of the 37^thAGM of the Company till the conclusion of the 42^ndAGM at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The observations made in the Auditors’ Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 in the year under review.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anshika and Associates, Company Secretaries, Jaipur to conduct the secretarial audit for the financial year

2022-23. The Secretarial Audit Report, issued by M/s. Anshika & Associates, Practicing Company Secretary for the financial year 2022-23, forms part of this Report, and is set out in Annexure-D to this Report. The observations in Secretarial Audit Report are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. The company has devised a system to adhere to future compliance in a timely and proper manner.

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 29^th May, 2023, 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 2023-24. 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 2022-23 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 Act, the Company has appointed M/s S. Garg & Co., Chartered Accountants, as an Internal Auditor of the Company. Internal Audit Report, their significant findings and follow-up actions taken by the management are reviewed by the Audit Committee on a quarterly basis.

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 established a mechanism which is in compliance of the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and SEBI (LODR), Regulations, 2015 for directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud, or violation of your Company’s Code of Conduct. It also provides adequate safeguards against the victimization of employees, who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms an integral part of this Annual Report and d the Vigil Mechanism / Whistle-Blower Policy is available on the website of your Company at https://www.moderninsulators.com/policies/.

RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive

and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Company endeavors to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.The Risk Management Policy has been uploaded on the website of the Company at https:// www.moderninsulators.com/policies/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Control and Risk Management are integral to the Company’s strategy and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with the size, scale, and complexities of its operations. The internal and operational audit is entrusted to M/s S. Garg & Co., Chartered Accountants, a firm of Chartered Accountants. The main thrust of an internal audit is to test and review controls, and appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee, which is chaired by Shri Sachin Ranka. The Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board, and the same is available on the Company’s website https://www.moderninsulators.com/policies/. The Company is a caring corporate citizen and lays significant emphasis on the development of the host communities around which it operates. The Company, with this intent, has identified several projects relating to Social Empowerment and Welfare, Environment Sustainability, Health Care and Education during the year, and initiated various activities around its plant location/other places.

During the year, the Company has spent Rs. 50.23Lakh towards obligatory CSR expenditure of the Company which was more than two percent of average net profit of the Company as per Section 135(5) of Companies Act, 2013. The excess amount spent will be available for set off in succeeding financial years. The Annual Report on CSR activities is given

in Annexure-E to this Report.

Further, the Executive Director of the Company has certified that CSR spends of the Company for the FY 2022-23 has been utilized for the purpose and in the manner approved by the Board.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the website of the Company for information of all employees at https://www.moderninsulators.com/policies/. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review, company has not received any complaints.The Company is committed to providing a safe and conducive work environment to all its 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 [email protected] 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 The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. Your company ensures that employees are aligned with the organizational culture and values whilst never losing sight of our business objectives. Technical and safety training programmes are given periodically to workers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff. The Human Resources function works as a strategic partner to the business. The technical and quality demands of the industry combined with our own vision to expand significantly over the next few years have ensured that we build an agile, engaged, and energized work force.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, is given in Annexure-G to this Report.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY

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 the date of this Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-2023.

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 DURING THE FINANCIAL YEAR There is no such instance, hence not applicable.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

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 /Courts/ Tribunals which impact the going concern status and the Company’s operations in the future.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks, stakeholders, business associates, Central and State Governments and all regulatory bodies for their co-operation and support and look forward to their continued support in the future.

We very warmly thank all of our employees for their contribution to your Company’s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

For and on behalf of the Board of Directors

For and on behalf of the Board of Directors

Place : Abu Road Sachin Ranka

Date : 10th August, 2023 Chairman & Managing Director

DIN: 00335534

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting Annual Report and audited accounts for the year ended on 31st March, 2014.

1, FINANCIAL RESULTS

(Rs. in crores)

Year ended Year ended 31.03,2014 31.03.2013

Profit before exceptional items and tax 26.12 20.76

Less: Exceptional items 10.40 -

Profit before tax 15.72 20.76

Less: Tax expense (Deferred Tax) 1.65 (0.38)

Profit for the year after tax 14.07 21.14

2. OPERATIONS

The overall performance of the Company has been satisfactory inspite of challenging business environment. The net turnover for the year has been Rs. 459.33 crores as against Rs. 391.62 crores in previous year and net profit before exceptional items and tax Rs. 26.12 crores for the year as against Rs. 20.76 crores in previous year showing growth of 17% and 26% respectively.

Keeping in view the need to conserve the Company''s resources for meeting the enhanced working capital requirement and balancing the manufacturing equipments, your directors deemed it prudent not to recommend any dividend for the year.

INSULATORS DIVISION

The division has achieved a net turnover of Rs. 273.91 crores during the year and profit before interest & depreciation of Rs. 37.75 crores as against Rs. 242,66 crores and Rs. 36.11 crores respectively of previous year. Performance of this division could be sustained due to benefit of safeguard duty imposed last year which was effective till 31st Dec. 2013. Company''s vision to broaden the scope, of manufacturing of all kinds of extra high voltage insulators for electrical equipments has borne the fruits witnessed by the performance of the company during the year under review. YARN DIVISION

This division has achieved a net turnover of Rs. 185.42 crores and profit before interest & depreciation ofRs. 8.20 crores as against Rs. 148.96 crores and Rs. 5.39 crores respectively of previous year mainly due to pick up in demand.

3. EXPERTS

The company is one of the major exporter of H.T. Porcelain Insulators from India. The Company''s sustained efforts in exporting its products as well as favourable exchange rates resulted in achieving higher export turnover of Rs. 79 crores during the year under review as compared to Rs. 76 crores in previous year inspite of stiff competition with the globally giant players (particularly Chinese) in Insulator Industry and deferment of delivery schedule by the overseas customers. The company possesses ability to cater to diverse needs of global customers and further concentrating to strengthen its presence in all comers of global market. This would help company in getting optimum utilization of its productive resources. Your company is a regular supplier to all the major multinational OEMs for their world wide requirements of quality porcelain insulators. The company is also focusing to save cost effectively with R&D activities and better process control so that products of the insulator division remain competitive in terms of quality and price in the international market.

4. FUTURE PROSPECTS

Your Company continuous to be a leader in the manufacture of High Voltage Insulators in the Country. Despite stiff competition from other countries, international buyers show interest to your company''s product for its quality & timely delivery and hence your directors are confident of achieving better working results in the coming years. Your Company is having well equipped R&D laboratory recognized by Govt, of India, Ministry of Science & Technology which takes care of the stringent quality requirements of customers and ensure quality and reliability in each and every product manufactured. In-house R&D activities have a thrust on development to replace expensive input raw material & to further bring consistency in quality of the products under manufacture. The future of insulator industry looks promising due to major thrust on power sector reforms and speedier implementation of new power projects. The Government of India has given emphasis on upgrading transmission system in the country along with plans for construction of new power transmission girds. PGCIL is looking to connect the Northern & Southern grid shortly. Also industry is pursuing the govt, for imposition of Anti dumping duty against cheaper Chinese imports as safeguard duty was effective till 31st December 2013. In view of this & looking to the present scenario in power sector, the business prospects for Insulator Industry in general and for your Company in particular are encouraging.

In order to diversify its business, your company is expanding capacity of foundry which at present is partly fulfilling company''s captive requirement of SGI and Aluminium Castings. Company is targeting variety of markets including auto components. This will further boost revenue of the company.

5. AMALGAMATION OF MODERN TERRY TOWELS LIMITED WITH THE COMPANY

As desired by the Hon''ble BIFR, Modern Terry Towels Limited has filed revised DRS with them for its amalgamation with your company by taking deemed date of amalgamation as 01.01.2008 (as envisaged in original scheme). The same is under consideration for circulation and thereafter for sanction by Hon''ble BIFR.

6. DEMERGER OF YARN DIVISION OF THE COMPANY

As reported earlier, a scheme of Demerger under section 391 to 394 of the Companies Act, 1956 has been filed before the Hon''ble High Court of Rajasthan at Jaipur to demerge the Yam Division of the Company which is under consideration for approval of Hon''ble High Court. The demerger would result in benefit to the shareholders, creditors, employees and general public. .

7. SUBSIDIARY COMPANY

The statement under Section 212 of the Companies Act, 1956 in respect of Motile Power Trade Pvt. Ltd., subsidiary of the Company along with audited accounts is attached.

8. DIRECTORS

Shri Sachin Ranka has been appointed as Chairman & Managing Director of the Company with effect from 01.04.2014 for a period of three years by the Board of Directors of the Company. Shri D.B. Deshpande, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In compliance with the provision of Section 149 and other applicable provisions of the Companies Act, 2013, Shri R. Raniwala and Shri S.B.L. Jain, Directors of the Company are proposed to be appointed as Independent Directors of the Company for five consecutive years for a tenn upto March 31, 2019. Appropriate resolutions for the appointment/re-appointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

9. AUDITORS

M/s B.L. Verma & Co., Chartered Accountants (Formerly known as S.S. Kothari & Co., Chartered Accountants), statutory auditors of the Company retires at the forthcoming Annual General Meeting. Your Directors recommend their re-appointment to audit the accounts of the Company. As required under the provision of the Section 139 of the Companies Act, 2013 the company has obtauied written confirmation from M/s B.L. Verma & Co., Chartered Accountants, that their re-appointment, if made, would be in conformity with the limits specified in the said section. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the financial statements and hence need no further clarifications.

10. INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES

Your Directors sincerely appreciate the workers, staff and officers for putting in their best efforts. The Company has enjoyed healthy and cordial industrial relations throughout the year under review.

There is no employee getting remuneration as prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

11. DIRECTORS1 RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:-

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv) the annual accounts have been prepared on a going concern basis.

12. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The statement of particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required in accordance with Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 (A), 2 (B) and 2 (C) of the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

13. CQNSTITUTION OF AUDIT COMMIITTEE

The Board of Directors has constituted the Audit Committee of Directors to exercise powers and discharge functions as stipulated in section 177 of the Companies Act, 2013. The present Audit Committee consists of member directors as follows:- Shri R. Raniwala (Independent Director) - Chairman Shri S.B.L. Jain (Independent Director)

Shri H.L. Sharma (Executive Director)

-ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation for all the stake holders of the Company who has been continuously supporting the growth of your Company. In particular, the Directors value the dedication and commitment of your Company''s employees and thank the Financial Institutions, Banks, Government Authorities, customers, vendors, shareholders and Central as well as State Governments for their continued cooperation and support.

ON BEHALF OF THE BOARD

Place : Jaipur (SACHIN RANKA)

Dated : 19th June, 2014 Chairman & Managing Director

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Sep 30, 2009

The Directors have pleasure in presenting Annual Report and audited accounts for the period ended on September 30, 2009.

1. FINANCIAL RESULTS

(Rs. in crores) Period ended Year ended 30.09.2009 31.03.2008 (18months) (12 months)

Net Profit after tax 37.02 17.23

Add: Taxes in respect of earlier year (net) 8.33 (0.19)

Add: Balance brought forward from last year 59.96 42.92

Balance carried to Balance Sheet 105.31 59.96

2. OPERATIONS

The performance of the Company has been satisfactory. Various factors have contributed for satisfactory performance of your company inter alia includes balancing of plant and machinery, continuous efforts for production of value added insulators and diversification into Textile activities during the period under review. The gross turnover during the period under review has been Rs.447 crores as against Rs.237 crores during 12 months in the previous year. The net profit for the period is Rs.37.02 crores as compared to Rs. 17.23 crores during 12 months in 2007-08. Turnover & net profit for the period under review also includes turnover & net profit of yarn division.

YARN DIVISION

The Board of Directors of the Company had decided that it will be beneficial to the Company, Lenders and to the Shareholders that the Company diversify in textile sector which was booming in the post quota scenario and Indias competitiveness in the world textile markets and huge demand growth in domestic market for clothing Indias large population. Accordingly Board of Directors of the Company had decided to set up a separate division i.e. Yarn Division under name of Gujarat Polyfils for the manufacture of Polyester Yam with capacity of 25000 tons per annum near Surat in the State of Gujarat at the total investment cost of about Rs.100 crores. The implementation of the first phase of the project with capacity of 12500 tons per annum is completed and commercial production has commenced from September, 2008. The second phase of the project is under progress and likely to be completed during current financial year.

Keeping in view the need to conserve the Companys resources for meeting the enhanced working capital and capital expenditure requirements, your Directors deemed it prudent not to recommend any dividend for the period under review.

3. EXPORTS

The Companys sustained efforts in exporting its products inspite of stiff competition with the global players in insulator industry resulted in achieving exports of Rs. 137 crores during the period under review. Your Company is one of the largest exporters of EHV porcelain Insulators from India. The Directors are pleased to inform that the Company won the prestigious TOP EXPORT AWARD from CAPEXIL for last four consecutive years. This year also company has received certificate for export performance. Your Company is now a regular supplier to all the multinational OEMs contractors for their world wide requirements of quality extra high voltage porcelain insulators. .

4. FUTURE PROSPECTS

With the thrust on power development world-wide, India stands to gain and Companys business is expected to increase in coming years. Looking to the present scenario in. power sector, the business prospects for insulator Industry are good. Company is putting all efforts to strengthen its leadership both in domestic as well as global markets. The Govt, of India has given emphasis on upgrading transmission system along with plans for construction of new power transmission grids in the country.

5. AMALGAMATION OF MODERN TERRY TOWELS LIMITED WITH THE COMPANY

The Board of Directors of the Company has made a proposal to Modern Terry Towels Limited for its amalgamation into your Company under the aegis of BIFR which will have following advantages :-

a) Your Company is exposed to high taxation due to negligible tax shields, the amalgamation of Modern Terry Towels Ltd. with the Company will provide tax breaks for your Company.

The amalgamation scheme envisages tax benefits under Section 72A of the Income Tax Act, 1961 and the merged entity would be eligible for substantial amount of Income Tax benefit under Section 72 A of the Income Tax Act.

b) The amalgamation of Modern Terry Towels Ltd. with the Company will also result in consolidation of two companies which would result into savings in the administrative costs. •

6. CHANGE OF ACCOUNTING YEAR

It has been decided by the Board of Directors to change the Accounting Year to end on 30th September, 2009 instead of 31st March,2009 and therefore the accounting year under review is for a period of 18 months from 1.4.2008 to 30.9.2009. Accordingly necessary approval from the Department of Corporate Affairs, Office of Registrar of Companies has also been obtained.

7. SUBSIDIARY COMPANY

The statement under Section 212 of the Companies Act, 1956 in respect of Motile Power Trade Pvt. Ltd., subsidiary of the Company along with audited accounts are attached.

8. DIRECTORS

Shri S. B. L. Jain and Shri R. N. Goyal are liable to retire by rotation and being eligible, offer themselves for reappointment. Appropriate resolution for the reappointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

9. AUDITORS

M/s. S.S. Kothari & Co., Chartered Accountants, Jaipur retire at the forthcoming Annual General Meeting. Your Directors recommend their reappointment as Auditors of the Company for the year 2009- 10. The observations made by Auditors are self explanatory and have been dealt with in the notes vide Schedule No. 14 forming part of the accounts and hence need no further clarifications.

10. INDUSTRIAL RELATIONS & PARTICULARS OF EMPLOYEES

Your Directors sincerely appreciate the workers, staff and officers for putting their best efforts. The Company has enjoyed healthy and cordial industrial relations throughout the period under review. There is no employee getting remuneration as prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

11. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that :-

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv) the Directors have prepared the annual accounts on a going concern basis.

12. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO

The statement of particulars relating to energy conservation, technology, absorption and foreign exchange earnings and outgo as required in accordance with Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 (A), 2(B) and 2 (C) of the Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

13. CONSTITUTION OF AUDIT COMMIITTEE

The Board of Directors have constituted the Audit Committee of Directors to exercise powers and discharge functions as stipulated in section 292A of the Companies Act, 1956. The present Audit Committee consists of member directors as under:-

Shri S.S. Karnavat, Chairman

Shri S.B.L.Jain

Shri H.L.Sharma

14. ACKNOWLEDGEMENTS

The Board places on record its sincere thanks and gratitude for the assistance and continued co-roperation that the Company has been receiving from the Bankers of the Company and Central as well as State Government. Your Directors also wish to appreciate the dedications and efforts of executives, staff and workers of the Company.

ON BEHALF OF THE BOARD

Place : Mumbai (H.S. RANKA)

Dated :31st December, 2009 Chairman