Your Directors have pleasure in sharing with you the 52^nd
Annual Report on the business and operations of the
Company, alongwith the audited financial statements for
the financial year ended March 31, 2025 ("FY").

IMPLEMENTATION STATUS OF BIFR SCHEME

The Central Government vide its Notification No.S.O.3568
(E) Dated 25 November 2016 put into force the provisions
of the Sick Industrial Company (Special Provisions) Repeal
Act 2003 repealing SICA 1985. However, the Repeal Act
shall not affect any order made by the BIFR for sanctioned
Scheme. In compliance of direction issued by BIFR, your
company continue to implement the unimplemented
provisions of sanctioned scheme by the BIFR on 8.4.2008.

In this respect, industrial rehabilitation for Modinagar Tyre
Factory (MTF) could not be achieved as yet. The matter for
possession of MTF Plant is pending with Hon'ble Allahabad
High Court. The OL appointed by the Allahabad High Court
in Modi Export Processors Limited's (MEPL) winding up
proceedings has put his seal on The MTF Plant. Company has
taken a legal recourse for re-possession of MTF Plant.
Litigation with one creditor is also pending who have till date
not accepted the dues as per scheme sanctioned by the
BIFR.

Your Company has been following up with Govt
agencies/authorities/department/Creditors to provide
relief and concessions and to accept settlement as per
scheme sanctioned by the BIFR.

The Company has taken new initiatives to improve its long
term prospects and performance. These include:-

1. Your Company has been very vigorously taking actions to get
re-possession of Company's properties which were
occupied by illegal occupants/Ex- Employees. Efforts include
legal recourse, and also settlement as per BIFR Scheme
wherever possible.

2. Company is taking several steps to utilize its real- estate
resources and wherever possible to put them to generate
revenue.

FINANCIAL RESULTS

During the FY 2024-25, your company has earned a net
Profit (Standalone) after tax Rs 235.96 Lacs as compared to
net profit of Rs 2856.14 Lacs in previous year and a total
comprehensive income of Rs 885.38 Lacs as compared to
income of 2896.62 Lacs in the previous year. Income of your
company is mainly from guest house operations, Interest &
dividend.

DIVIDEND

Since, there is no adequate profit; your Board does not
recommend any dividend.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from
public during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS & CORPORATE
GOVERNANCE REPORTS

A detailed Management Discussion & Analysis Report and a
Corporate Governance Report along with certificate from
the statutory auditors of the Company in pursuance with
compliance of Listing Regulations are attached and form
part of this Annual Report of the Company.

Directors and Key Managerial Personnel

A) Appointment/Re-appointment of Directors and Key Managerial
Personnel

Mr Tarun Agarwal was appointed on 14/08/2024 as
Independent non-executive director (Additional), he is
regularized by special resolution passed by members of
Modi Rubber limited on AGM held on 30^th September 2024.
Apart from abovementioned there is no change in the
Composition of Board of Directors and Key Managerial
Personnel.

B) Meeting of the Board of Directors

During the financial year ended on March 31, 2025, 4 (Four)
Board Meetings and 1 (one) meeting of Independent
Directors were held. Further, details of the meetings of the
Board and its Committees are given in Corporate
Governance Report, forming part of the Annual Report.

C) Declaration by Independent Director(s)

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013 and
under applicable regulations of SEBI (LODR) 2015 with the
Stock Exchanges.

D) Board Evaluation

The Company has formulated a policy on performance
evaluation for the Directors, Board and its Committees and
other individual Directors on the parameters inter alia
covering attendance, effective participation, domain
knowledge, access to management outside Board Meetings
and Compliance with the Code of Conduct, vision and
strategy and benchmark to peers.

Pursuant to policy on performance evaluation, a process for
performance evaluation was carried out for Independent
director, board, committees and other individual directors.
Policy for Board evaluation is available on company's
website.

https://modirubberlimited.com/polices/

SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company has following Subsidiaries, Associates and
Joint Venture

1. Spin Investment India Limited (WOS)

2. Superior Investment India Limited (WOS)

3. Gujarat Guardian Ltd (JV)

4. Asahi Modi Materials Pvt Ltd (JV)

5. Modi Marco Aldany Pvt Ltd (JV)

6. Vinura Beverages Pvt Ltd (Step down Subsidiary)

7. Modi Iq Power Pvt Ltd

8. Uniglobe Mod Travels Pvt Limited (Step down
Subsidiary)

To comply with the provisions of Section 129 of the Act, a
separate statement containing salient features of Financial
Statements of Subsidiaries, Associates and Joint Venture of
your Company (including their performance and financial
position) in prescribed Form AOC-1 forms part of
Consolidated Financial Statements and therefore not

repeated here to avoid duplication. Further, contribution of
Subsidiaries, Associates and Joint Venture to the overall
performance of your Company is outlined in Note No. 54 of
the Consolidated Financial Statements for the financial year
ended March 31, 2025.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act,
2013 and applicable Ind-AS 110 on Consolidated Financial
Statement, Ind-AS 28 on Accounting for Investments in
Associates and Joint Ventures, the audited consolidated
financial statement for the year ended March 31, 2025 is
provided in the Annual Report.

AUDIT COMMITTEE

The details of the Audit Committee including its composition
and terms of reference mentioned in the Corporate
Governance Report forms part of Annual Report.

All the recommendations made by the Audit Committee
were accepted by the Board.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the
CompaniesAct,2013,with respect to Directors'
Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the
financial year ended March 31, 2025, the
applicable Ind-AS with the requirements set out
under Schedule III to the Companies Act, 2013,
have been followed and there are no material
departures from the same;

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 as at March 31,
2025 and of the profit of the Company for the
year ended on that date;

iii) the Directors have taken proper and sufficient
care for maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts
of the Company for the financial year ended
March 31, 2025 on a 'going concern 'basis;

v) the Directors have laid down internal financial
control to be followed by the Company and that
such internal financial control are adequate and
were operating effectively; and

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

RISK ASSESSMENT/ MANAGEMENT

The Company has formulated and adopted a Risk
Management Policy. Board of Directors of the Company is
responsible for the direction and establishment of internal
control to mitigate material business risks. The policy is
framed to identify element of risks like misstatement, frauds

etc and their mitigation for achieving its business objective
and to provide reasonable assurance.

INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate
internal financial control framework. During the year, such
controls were tested and no material weaknesses in their
design or operation were observed.

COST RECORD

The provision of Cost audit as per section 148 are not
applicable on the Company.

PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT
OF WOMEN AT WORK PLACE

Management always strive to promote a healthy and
congenial working environment irrespective of gender,
caste, creed or social class of the employees. We value every
individual and are committed to protect the dignity and
respect of every individual. The Company has always
endeavoured for providing a better and safe environment
free of sexual harassment at all its work places. Consequent
to the enactment of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules made thereunder, MRL had constituted an
Internal Complaints Committee ("ICC") to deal with
complaints or issues that may arise, in the nature of sexual
harassment of women employees. The Company has also
prepared and implemented Policy for Prevention,
Prohibition and Redressal of Sexual Harassment of Women
at Workplace.

During the financial year under review, the Company has
complied with all the provisions of the POSH Act and the
rules framed thereunder. Further details are as follow:

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review there was insufficient profit
from the operations hence no CSR activities was
undertaken.

The applicable disclosures as stipulated under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 is provided in Annexure I to this Report.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business
activities. Towards this endeavor the Company has adopted
a policy on vigil mechanism and whistle blower. Company
has developed a Mechanism where violation can be
reported to the Chairman of the Audit Committee for
appropriate resolution. The confidentiality of such reporting
will be maintained and they are not subjected to any
discriminatory practice or victimization. The Audit
Committee shall overseas the Vigil Mechanism. The Board
of MRL confirmed that no personnel/official/employees etc
has been denied tha access to the audit committee. The

policy on vigil mechanism and whistle blower is available on
Company's website https://modirubberlimited.com/polices

RELATED PARTY TRANSACTIONS

The contracts/ arrangements / transactions by the company
during the year under review with related parties were in
the ordinary course of business and on arm,s length basis
and do not attract the provisions of section 188 of the
companies Act 2013.

During the year, the Company had not entered into any
contract/ arrangement/ transactions with related parties
which could be considered material in accordance with the
policy of the Company on materiality of related party
transactions.

Suitable disclosure as required by the Accounting Standards
has been made in the Notes to the Financial Statement. The
policy on Related Party Transaction and determining
material Subsidiaries as approved by the Board is uploaded
on the company's website
https://modirubberlimited.com/polices/

PARTICULARS OF LOAN, GUARANTEES, SECURITY OR
INVESTMENTS

Details of Loans, Guarantee, Securities and Investments
during the year under review are given in the Notes to the
financial statements pursuant to requirement of under
Section 186 of the Companies Act, 2013.

AUDITOR & AUDITOR'S REPORT

M/s PNAM & Co. LLP, Chartered Accountants (Firm
Registration No. 001092N),have submitted their Report on
the Financial Statements of the Company for the FY 2024¬
25, which forms part of the Annual Report 2024-25. There
are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the Auditors
in their Audit Reports on standalone and consolidated
financial statements.

The Auditors have issued an unmodified opinion on the
Financial Statements, both standalone and consolidated, for
the financial year ended March 31, 2025. During the year
2024-25, the statutory auditors has not reported any matter
under Section 143(12) of the Act. The said Auditors'
Report(s) for the financial year ended March 31, 2025 on
the financial statements of the Company forms part of the
Annual Report.

MANAGERIAL REMUNERATION

The information required in terms of the provisions of
Section 197(12) of the Companies Act, 2013 read with Rules
5 (1), (2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms
part of this Report. (Annexure-II)

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended
March 31, 2025, in the prescribed format is attached and
marked as Annexure III with this report. The secretarial
audit report contains certain remarks, explanations which
are given as under:-

Promotes not having shares in DEMAT form assured to
comply with regulation 31(2) of LODR, 2015
The filing was inadvertently delayed, however, no officials,
including the Directors, were engaged in trading of the

Company's shares during the said period. Further, the
Secretarial Audit of the material subsidiary was conducted
during the year and the report is annexed as Annexure-V to
this report.

Certificate from Company Secretary in practice regarding
Non-disqualification of Directors

M/s. MN Gupta & Co. has issued a certificate under the
Listing Regulations, confirming that none of the Directors on
the Board of the Company has been debarred or disqualified
from being appointed or continuing as Director of Company
by SEBI, Ministry of Corporate Affairs or any such statutory
authority. The said certificate is enclosed as Annexure-IV to
this report.

SECRETARIAL AUDIT REPORT OF UNLISTED SUBSIDIARIES
COMPANIES

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015] for the
financial year ended March 31, 2025, The Secretarial Audit
Report in the prescribed format of material Subsidiaries
companies are attached and marked as Annexure VI with
this report.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual
return is available on following web link
https://drive.google.com/file/d/1LJ6sevJnB2VcO4sWdWNi
bMZ000uhEVPv/view?usp=sharing

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with the applicable
Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the
Board of Directors and General Meetings respectively.

STATUTORY DISCLOSURES

Since there was no production, there is no information
required to be given for energy conservation, technology
absorption, fuel consumption etc. u/s 134(3) (m) of the
Companies Act, 2013. Information about foreign exchange
earnings is nil and outgo is 154.58 Lacs during the year as
disclosed in note no.40 of Standalone Financial Statement.

MATERNITY BENEFIT:

The Company confirms its compliance with all applicable
provisions of the Maternity Benefit Act, 1961. During the
year under review, no cases requiring such benefit were
reported.

OTHER DISCLOSURES.

During the financial year under review:

1. The Company has complied with the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors and General
Meetings, respectively.

2. The Company do not have any stock option plan in
force.

3. The Company have neither invited nor accepted any
deposits from the public within the purview of the Act
and the Rules made thereunder, and accordingly no
amount on account of principal or interest on public
deposits was outstanding as on March 31, 2025.

4. The Company has not issued shares with differential
voting rights and sweat equity shares.

5. No disclosure is required under Section 67 (3) (c) of
the Act in respect of voting rights not exercised
directly by employees of the Company, as the
provisions of the said section are not applicable.

6. No significant or material orders were passed by the
regulators or courts or tribunals which could impact
the going concern status of the Company and its
future operations.

7. No material changes and commitments have occurred
after the close of the year till the date of this report
which may affect the financial position of the
Company.

8. During the year under review, there are no
proceedings, either filed by the Company or filed
against Company, pending under the Insolvency and
Bankruptcy Code, 2016, before Hon'ble National
Company Law Tribunal or other Court.

9. 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: Not Applicable.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks for
support & co-operation from Banks, UP Government and
other Government Authorities & shareholders during the
year period review. Your Directors also appreciate services
of executives & staff of the Company for unstinted support.
For and on behalf of the Board of Directors

Alok Modi Piya Modi

(DIN: 00174374) (DIN: 03623417)

Managing Director Whole-time Director

Place: New Delhi
Date: August 12^th, 2025