Directors Report of Modi Naturals Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the Fifty-first Annual Report and audited financial statements for the financial year ended
31^s1 March 2025.

FINANCIAL PERFORMANCE

The summarized financial results of the Company are presented below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	33800.97	35776.61	66291.28	39982.24
Other Income	310.10	112.86	120.74	115.36
Total Income	34111.07	35889.47	66412.02	40097.60
EBITDA	1636.93	673.94	5721.27	(1368.14)
Less: Finance Cost	459.67	428.67	1170.29	773.81
Depreciation / Amortization	148.42	150.25	781.74	421.36
Profit before tax	1028.84	95.02	3769.24	(172.97)
Tax expense
-Current Tax	274.80	49.50	374.60	49.48
-Deferred Tax	(10.56)	(45.63)	292.07	(84.61)
Profit after tax	764.60	91.15	3102.57	(137.84)
Total Comprehensive Income	750.28	105.17	3093.64	(121.82)
Earnings Per Share (face value of f10/- each)
- Basic	5.64	0.82	23.25	(0.89)
- Diluted	5.64	0.82	23.25	(0.89)

DIVIDEND

No dividend is proposed for the financial year ended 31^st March 2025.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS

Your Company, during the fiscal 2025, recorded revenue from operations of f 33800.97 lac. The Profit Before Tax (PBT) was
f1028.84 lac against f 95.02 lac in the previous year. The Profit After Tax (PAT) was f764.60 lac against f 91.15 lac in the previous
year. The Company delivered a strong financial performance in FY 2024-25, with a remarkable year-on-year increase in profitability,
reflecting improved operational efficiencies and strategic execution. Despite sectoral challenges, the Company achieved substantial
growth in Profit Before Tax and Profit After Tax, showcasing the strength of its business model and disciplined cost management.
Profit After T ax surged by over 7 times compared to the previous year, driven by focused operational performance, improved product
mix, and prudent financial planning.

Segment, Products wise Performance

Modi Naturals is today one of India’s leading consumer goods companies operating in the wellness and foods category.

The company is poised to grow exponentially in the next few years with its three verticals namely a). consumer goods vertical, b).
bulk edible oil and feeds vertical and c). alcohol manufacturing vertical.

Modi Naturals’ Branded /Consumer Division includes a range of products that includes healthy & premium edible oil, Popcorn, Pasta,
Peanut Butter, Instant Drink Mix etc.

> In healthy and premium edible oil category- the company’s branded product portfolio includes Oleev Olive oil, Oleev Active
oil (healthy Olive oil and Rice Bran Oil blend), Oleev Health Oil (Multisource Oil) Oleev Smart Oil (Multisource oil), Rizolo Rice

bran oil, Miller Canola Oil and Olivana Wellness Oil (100% natural versatile oil with goodness of pure olives - can be used for
cooking, hair, skin care and baby care). We are the only player making Multi-Source Olive oil.

Your Company’s flagship brand, “OLEEV” is a leading name in the edible oil market, and it caters to the premium segment of the
market. In the multisource edible oil category, ‘Oleev Active’ has continued to increase its dominance. Volume has recovered after
removal of stock limits, and we expect to see growth pick up in subsequent quarters.

> In healthy Indulgent snacking category - the company’s branded product portfolio includes :

¦ ‘Pasta’ (100% Wheat Semolina & 0% Maida) with three variants, under the sub-brand OLEEV KITCHEN.

We are extending our range of ready-to-cook pasta and introducing new shapes, i.e. macaroni and spaghetti. With our
commitment to food innovation, we have launched a one-of-its-kind multigrain pasta with the goodness of four grains in the
premium category.

¦ Peanut Butter'' with two variants Creamy & Crunchy under the sub-brand OLEEV KITCHEN.

In Peanut Butter, we are creating a vertical segmentation wherein we have launched Oleev Junior Peanut Butter specifically
targeted for children in the age bracket of 4-13 years. Additionally, Oleev Junior Peanut Butter will be available in chocolate
flavour as well and is currently being piloted. We will scale up the distribution in subsequent quarters.

¦ PIPO Popcorn and unique Taste Bomb sachets inside with exciting flavours Peri Peri, Tomato Salsa, Cheese Burst, Tandoori
Twist, to suit the Indian palate better compared to the regular butter/cheese flavours available in the market.

Under PIPO, we are extending our product portfolio and getting into the ready-to-eat (RTE) space, we have launched on a pilot
basis our range of flavoured roasted peanuts. These RTE peanuts are available in five flavours, including Periperi, BBQ, heeng-
jeera, and others.

¦ Taste Bomb, PIPO’s sub-brand, is being separately launched in the instant masala/seasoning category, with six variants i.e.
Magic masala, pasta masala, peri peri, Oregano, Italian herbs, and Tandoori.

¦ Ready To Mix Beverages: New category of powdered ready-to-mix beverages marketed under new brand “Jynx” with the
following flavours- mango, orange, iced tea-lemon and mojito has been soft launched this summer and the response is
heartening. We hope to scale it up over the course of the next one year. This will help us enter an exciting new category which
is doing well with Gen-Z and will also offset some of the seasonality in oil demand in summer months.

Consumer Division Performance for FY24 was moderate owing to a significant reduction in branded oil prices. Demand has started
picking up in the branded oil and food division. EBITDA has improved on the back of Improved supply chain efficiency, optimisation
of manpower cost and reduced A&P expenses.

> In the bulk edible oil segment, the company manufactures and markets Rice Bran oil, Rice Bran wax and De-oiled cakes.

There has been a significant turnaround in our Bulk Division, which had previously faced prolonged headwinds due to subdued
demand and government restrictions on oil prices, resulting in inventory losses in FY24. Despite a 16% decline in revenue to Rs 158
crore in FY25, the division posted a positive EBITDA of Rs 1.7 crore, a notable improvement from the loss of Rs 9.2 crore in the
previous year.

The Company has created niche, premium and differentiated brands in highly competitive categories of edible oils and healthy foods.
Our strong focus on quality, innovation, product differentiation and brand building has helped us stand out in a cluttered retail market,
with ‘Oleev’ becoming the No.1 “Goodness of Olive Oil" brand in India, with a fully backward-integrated portfolio of products.
Over the last decade, we have developed a pan-India distribution network across all channels of FMCG, including the upcoming Q-
Commerce, serving our consumers through all modes of online and offline retail across the country. We are a very proud Indian
company, manufacturing, and marketing world-class food products in India.

The Company is present on all e-commerce platforms including Amazon, Blinkit (Big Basket), Flipkart, Grofers and Jio Mart. Further,
the company is widely distributed in 3,000 organized modern retail outlets and also has around 450 distributors pan India with a
direct reach of about 50,000 retail stores, which will be used to penetrate further in healthy snaking foods category. Recently, the
Company has started food business with a few more large retail players like Spencer’s which will reflect in numbers in the coming
quarters.

> Ethanol Business : A step towards sustainable growth, Modi Naturals has diversified into ethanol manufacturing, with a state-
of-the-art greenfield Ethanol Plant being established in the State of Chhattisgarh under its 100% subsidiary, Modi Biotech
Private Limited. This project is in line with the company’s core values & commitment towards sustainable growth and will also
help the company have a diversified portfolio of businesses. This project is also in line with the Honourable Prime Minister of

India Shri Narendra Modi’s vision & roadmap for the Ethanol Blended Petrol (EBP) program with a target of 20% blending by
2025 The second phase of our ethanol capacity expansion is on track and expected to commence operations by Q3 FY26,
with an estimated capex of Rs 100 crore and an addition of 180 KLPD. This will increase our total ethanol production capacity
to 310 KLPD. With this scale-up, we are well-positioned to capitalise on the growing demand in the biofuel sector and drive
long-term value creation.

Your Company is placed competitively in the industry and is determined to grow its market share and profitability sustainably through
focus on developing top-notch products coupled with extensive advertising and promotional campaigns.

OUTLOOK, OPPORTUNITIES, RISKS & CONCERNS

Indian Economy

Even as the global conflict remained geographically distant from India, ripples comprised increased oil import bills, inflation, cautious
government and a sluggish equity market. India’s economic growth was 8.2% in FY 2023-24. India emerged as the second fastest-
growing G20 economy in FY 2024-25. India overtook UK to become the fifth largest global economy. India surpassed China to
become the world’s most populous nation. As of 2025, India has overtaken Japan to rise to the fourth-largest global economy, with
a nominal GDP of approximately USD 4.19 trillion, just ahead of Japan’s ~USD 4.186 trillion (Source: IMF, World Bank)

India is widely acknowledged as one of the most dynamic major economies in the world with immense headroom for growth over
the medium and long term. A favourable demographic profile, increasing affluence, rapid urbanisation and accelerated digital
adoption represent some of the key structural drivers of growth of the Indian Economy.

FMCG Industry

In the March quarter, the FMCG industry reported a 11% growth in value terms, underpinned by a 5.1% increase in volumes and a
5.6% rise in prices. The FMCG industry’s growth continues to be driven by consumption trends in Q1’25 , with rural areas surpassing
urban growth for the first time in five quarters, head of customer success, India, at NIQ.

Indian edible oils Industry

India’s per capita consumption of edible oil is relatively low at 19-19.80 kg per year, compared to the global average of 24 kg per
year. However, with a growing population and increasing per capita consumption, demand for edible oils is expected to increase.
(Source: Technopak). As per industry estimates, even a 1 kg increase in per capita consumption implies an incremental demand
of over 1.4 million tonnes, offering significant headroom for market expansion.

Ready to cook & ready to eat segments in India

The market for both the segments put together is estimated to be approximately 4,200 Crore in FY 2019-20 and is expected to grow
at a high CAGR of 16% doubling itself by FY 2024-25 and is expected to double in size to around ?8,400 crore by FY 2024-25.

Outlook

The fast-moving consumer goods (FMCG) industry is expected to grow at a CAGR of 27.9% from 2021 to 2027, reaching nearly
US$ 615.87 bn. This gain will be ascribed to the projected rise in rural demand as inflation slowly starts to decline. Urban demand
is also anticipated to remain steady, supporting the sector’s expansion. By 2025, the number of internet users in India is also
projected to reach 1 bn. As an estimated 40% of all FMCG consumption in India is done online, the e-commerce share of total FMCG
sales is expected to increase by 11% by 2030. (Source: CRISIL, IBEF)

The Company strives to leverage these opportunities and create innovative products that meet diverse consumer requirements.
Further, the Company’s expenditure on marketing and advertising would help to reinforce its brands.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

2. Modi Biotech Private Limited - wholly owned subsidiary

Modi Biotech Private Limited (MBPL) was formed on 27^th April 2021 to set up a greenfield Ethanol Distillery at Raipur, Chhattisgarh.
MBPL has started its commercial production in November 2023.

The Company does not have any Joint Ventures or Associate Companies.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI
Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement
containing the salient features of financial statement of subsidiaries in Form AOC-1 forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related
information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company
(www.modinaturals.com).

Internal Control Systems and its adequacy

The Company has adequate Internal Control System consistent with the nature of business and size of the operations, to effectively
provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable
statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed
and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against
approved budget on an ongoing basis.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy
and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

Risk Management

The Company has adopted Risk Management Policy to proactively take care of the internal and external risks of the company and
ensure smooth business operations. The company’s risk management policy ensures that all its material and compliance risk
exposures are properly covered, and the company’s business growth and financial stability is assured.

Human Resource and Industrial Relations

The Company lays great emphasis on proper management of human resources and believes that this is the most important
ingredient for achieving excellence in performance and sustainable growth. The Management of your Company put utmost efforts
to strengthen the existing work force and retaining them to enhance the human resource capability in the Company.

As on 31^st March 2025, the Company had 544 employees on its payroll. The Company’s industrial relations are cordial at all locations.

The Directors of your Company deeply appreciate the spirit and commitment of its dedicated team of employees.

SHARE CAPITAL

During the year under review, there is no change in the Capital Structure of the Company. The paid-up equity share capital as on
March 31, 2025 stood at Rs. 13,30,63,970 comprising of 13306397 equity shares of face value of Rs. 10/- each.

There was no public issue, rights issue, bonus issue. During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2025, none of the directors of the
Company holds any convertible instruments of the company.

PUBLIC DEPOSITS

During the year the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed
as at 31^st March, 2025 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary
course of the business. During the year, there were no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the
Company.

There were no materially significant related party transactions made by the Company during the year that required shareholders’
approval under Regulation 23 of the Listing Regulations. The details of related party transactions are provided in Note 36 to
Standalone Financial Statements in accordance with the Accounting Standards.

The Policy on RPTs as aooroved by the Board is uploaded on the Company’s website https://modinaturals.com/investor-relations/

STATUTORY AUDITORS

M/s. Doogar & Associates, Chartered Accountants (ICAI FRN - 000561N), the statutory auditors of the Company have been
appointed at the 49^th annual general meeting held on September 30, 2023 for a period of 5 years from the conclusion of 49^th Annual
General Meeting upto the conclusion of 54 ^th Annual General Meeting to be held in the year 2028.

The statutory audit report for the year 2024-25 is annexed hereto and forms part of the Annual Report. There are no qualifications
made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company. The Notes to
Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditors have confirmed that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with
Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 to continue as Auditors of the Company.

COST AUDITORS

The Board of Directors at their meeting held on 05.09.2025 appointed M/s. Manisha & Associates, Cost Accountants (FRNo. -
000321), as the Cost Auditor for conducting the Cost Audit for the financial year 2025-26. A resolution seeking members’ ratification
of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report for financial year 2024-25 will be
filed within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITORS'' APPOINTMENT

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules thereto,
based on the recommendations of the Audit Committee, the Board of Directors has appointed M/s Deepak Bansal & Associates,
Company Secretaries, (FCS 3736; CP 7433) as the Secretarial Auditors for a term of 5 consecutive years i.e. from FY 2025-26 till
FY 2029-30, subject to the approval of the members of the Company. A resolution to this effect is included in the notice of the
ensuing Annual General Meeting, which may kindly be referred for more details.

SECRETARIAL AUDIT REPORT

The Board had appointed M/s Deepak Bansal & Associates, Company Secretaries, to conduct Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as “Annexure A”. The Secretarial
Audit Report is self-explanatory and does not require any further comments from the Board of Directors.

As required by Regulation 24A (1) of the SEBI (LODR) Regulations, 2015, a secretarial audit report for the financial year ended
March 31, 2025 for its material unlisted subsidiary company, namely Modi Biotech Private Limited is also annexed herewith as
Annexure-B. The Secretarial Audit Report is self-explanatory and does not require any further comments from the Board of
Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, there is no change in the directorship of the company.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Anil Modi, Chairman & Managing Director, retires by
rotation and being eligible has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Anil Modi.

The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standard
2 in case of appointment /re-appointment of the directors is provided in the AGM Notice.

Key Managerial Personnel

During the year under review, Mr Ankit Agarwal resigned as a Company Secretary of the company w.e.f. 11/10/2024 and Mr Rajan Kumar
Singh is appointed as a Company Secretary of the company w.e.f. 24/02/2025.

Mr. Pradeep Kapoor- Chief Finance Officer (CFO) resigned on 29/07/2025 and he has rejoined the Company with effect from 13^th August,
2025.

The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013 are Mr. Anil Modi, Chairman &
Managing Director, Mr. Akshay Modi, Joint Managing Director, and Mr. Rajan Kumar Singh, Company Secretary.

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and
Individual Directors of the Company.

The Board’s performance was evaluated based on criteria like Structure, Governance, Dynamics & Functioning, Approval & Review
of Operations, Financials, Internal Controls etc. The performance of the Independent Directors as well as Individual Directors
including the Chairman of the Board was evaluated based on the evaluation criteria laid down under the Nomination and
Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specified by the Board to the said
Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its
Committees, Independent Directors, and Individual Directors adhered to their applicable criteria.

SECRETARIAL STANDARDS

The Company had complied with the applicable Secretarial Standards issued by ICSI.

CSR INITIATIVES

Modi Naturals’ Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the
environment around us. During the year under review, the Company was not required to spend any amount on CSR activities,
therefore, the Annual Report on CSR activities is not provided herewith.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints
Committee (“ICC”) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual
harassment at the 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:

a.	Number of complaints of Sexual Harassment received in the Year	NIL
b.	Number of Complaints disposed off during the year	NIL
c.	Number of cases pending for more than ninety days	NIL

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory
benefits to eligible women employees during the year.

DISCLOSURES:

1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Salient features of the Nomination and Remuneration Policy are disclosed in the Report on Corporate Governance.

3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor in their report: NIL

4. The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013
are given in Note-5 to the Standalone Financial Statements.

5. Disclosure as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
given in Note. 5 & 36 to the Standalone Financial Statements.

6. There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern
status and the Company’s operations in future.

7. Material changes and commitments affecting the financial position of the company which have occurred between the
end of the financial year of the company to which the financial statements relate and the date of the report: NIL.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed
herewith as “Annexure C”.

9. Annual Return:

Annual Return in Form MGT-7 is available at the Company’s website www.modinaturals.com and the weblink:
https://modinaturals.com/compliance-reports/

10. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this
report.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the statement containing particulars of employees as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company
during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the
same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information

No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the
Company or its Subsidiary Company.

11. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group
which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting
standards for annual results: Details are given in Note. 36 to the Standalone Financial Statements.

12. Number of other board of directors or committees in which a director is a member or Chairperson, including separately
the names of the listed entities where the person is a director and the category of directorship:

Disclosed in the Report on Corporate Governance “Annexure D”.

13. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with
a confirmation by such director that there are no other material reasons other than those provided: Not Applicable

14. Business Responsibility Reporting: Not Applicable

15. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their financial position:

The information as required under the first proviso to sub-section (3) of Section 129 in Form AOC-1 is annexed herewith as
“Annexure F”.

16. Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section
143(12) of the Companies Act, 2013.

17. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all
debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving

mnhili7atinn nf funds, whnthnr in India nr ahrnad!

Rating Agency	Facilities / Instruments	Rating / Outlook
Infomerics Valuation and Ratings	Long Term Bank Facilities	IVR BBB-/ Stable Outlook
Infomerics Valuation and Ratings	Short Term Bank Facilities	IVR A3

18. Key Financial Ratios (Explanations for significant change i.e., change of 25% or more as compared to the immediately
previous financial year) : Refer Note 42 to Standalone Financial statements.

19. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

20. There was no instance of one-time settlement with any Bank or Financial Institution.

21. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a
detailed explanation thereof:

Particulars	2024-25	2023-24	% Change	Explanations
Return on Net Worth	7.54	1.14	561	Increase in net worth and decline in net profit

CORPORATE GOVERNANCE

Your company re-affirms its commitment to good corporate governance practices. The company complies with corporate
governance requirements specified in Regulation 17 to 27 and Regulation 46 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate
Governance which forms a part of this Report, has been annexed herewith as "Annexure D".

The Chief Executive Officer/Managing Director and Chief Financial Officer have certified to the Board with regard to the financial
statements and other matters as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance, is
made a part of this Director’s Report. All the Board Members and Senior Management personnel have affirmed compliance with the
code of conduct for the year 2024-25.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, state that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have
been followed:

ii. the directors had 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
ended on March 31,2024, and of the profit of the Company for the year ended on that date:

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, 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 on a going concern basis:

v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are
adequate and 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.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and such statements may be "forward-looking” within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied, important factors that could make a difference
to the Company''s operations include economic conditions affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other
incidental factors.

ACKNOWLEDGEMENT

The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders,
Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors also
wish to place on record their appreciation to the employees at all levels for their continued co-operation and commitment.

for and on behalf of the Board
Sd/-
Anil Modi

Chairman & Managing Director

05^lh September 2025, New Delhi DIN:00187078

---

Mar 31, 2024

Your Directors have pleasure in presenting the Fiftieth Annual Report and audited financial statements for the financial year ended 31st March 2024.

FINANCIAL PERFORMANCE

The summarized financial results of the Company are presented below as per LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. The summarized financial results of the Company are presented below:

Rs (in lakhs)

	STANDALONE		CONSOLIDATED
PARTICULARS	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from operations	35776.61	41796.21	39982.24	41796.21
Other Income	112.86	173.20	115.36	173.20
Total Income	35889.47	41969.41	40097.60	41969.41
EBITDA	673.94	702.54	1022.20	694.95
Less: Finance Cost	428.67	353.20	773.81	353.20
Depreciation / Amortization	150.25	152.68	421.36	152.69
Profit before tax	95.02	196.66	(172.97)	185.86
Tax expense-Current Tax-Deferred Tax	49.50	91.15	49.48	91.15
	(45.63)	(11.53)	(84.61)	(12.14)
Profit after tax	91.15	117.04	(137.84)	106.85
Total Comprehensive Income	105.17	127.98	(121.82)	117.79
Earnings Per Share (face value of ?10/- each)
- Basic	0.82	1.01	(0.89)	0.93
- Diluted	0.82	1.01	(0.89)	0.93

DIVIDEND

No dividend is proposed for the financial year ended 31st March 2024.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

STATE OF OF AFFAIRS AND REVIEW OF OPERATIONS

Your Company, during the fiscal 2024, recorded revenue from operations of ? 35776.61 lac, a decline of 14% over previous year. The Profit Before Tax (PBT) was ?95.02 lac against f196.66 lac in the previous year. The Profit After Tax (PAT) was ?91.15 lac against ?117.04 lac in the previous year. Overall revenue and profitability impacted on the back of continued reduction in oil prices in bulk division in FY24. Increase in finance cost owing to capital expenditure of Ethanol plant and increased working capital requirement.

Segment, Products wise Performance

Modi Naturals is today one of India''s leading consumer goods companies operating in the wellness and foods category.

The company is poised to grow exponentially in the next few years with its three verticals namely a). consumer goods vertical, b). bulk edible oil and feeds vertical and c). alcohol manufacturing vertical.

Modi Naturals'' Branded /Consumer Division includes a range of products that includes healthy & premium edible oil, Popcorn, Pasta, Peanut Butter, Instant Drink Mix etc.

• In healthy and premium edible oil category - the company''s branded product portfolio includes Oleev Olive oil, Oleev Active oil (healthy Olive oil and Rice Bran Oil blend), Oleev Health Oil (Multisource Oil) Oleev Smart Oil (Multisource oil), Rizolo Rice bran oil, Miller Canola Oil and Olivana Wellness Oil (100% natural versatile oil with goodness of pure olives -can be used for cooking, hair, skin care and baby care). We are the only player making Multi-Source Olive oil.

Your Company''s flagship brand, “OLEEV” is a leading name in the edible oil market, and it caters to the premium segment of the market. In the multisource edible oil category, ''Oleev Active'' has continued to increase its dominance. Volume has recovered after removal of stock limits, and we expect to see growth pick up in subsequent quarters.

In healthy Indulgent snacking category - the company''s branded product portfolio includes :

• ''Pasta'' (100% Wheat Semolina & 0% Maida) with three variants, under the sub-brand OLEEV KITCHEN.

We are extending our range of ready-to-cook pasta and introducing new shapes, i.e. macaroni and spaghetti. With our commitment to food innovation, we have launched a one-of-its-kind multigrain pasta with the goodness of four grains in the premium category.

• ''Peanut Butter'' with two variants Creamy & Crunchy under the sub-brand OLEEV KITCHEN.

In Peanut Butter, we are creating a vertical segmentation wherein we have launched Oleev Junior Peanut Butter specifically targeted for children in the age bracket of 4-13 years. Additionally, Oleev Junior Peanut Butter will be available in chocolate flavour as well and is currently being piloted. We will scale up the distribution in subsequent quarters.

• PIPO Popcorn and unique Taste Bomb sachets inside with exciting flavours Peri Peri, Tomato Salsa, Cheese Burst, Tandoori Twist, to suit the Indian palate better compared to the regular butter/cheese flavours available in the market.

Under PIPO, we are extending our product portfolio and getting into the ready-to-eat (RTE) space, we have launched on a pilot basis our range of flavoured roasted peanuts. These RTE peanuts are available in five flavours, including Periperi, BBQ, heeng-jeera, and others.

• Taste Bomb, PIPO''s sub-brand, is being separately launched in the instant masala/seasoning category, with six variants i.e. Magic masala, pasta masala, peri peri, Oregano, Italian herbs, and Tandoori.

• Ready To Mix Beverages: New category of powdered ready-to-mix beverages marketed under new brand "Jynx" with the following flavours- mango, orange, iced tea-lemon and mojito has been soft launched this summer and the response is heartening. We hope to scale it up over the course of the next one year. This will help us enter an exciting new category which is doing well with Gen-Z and will also offset some of the seasonality in oil demand in summer months.

Consumer Division Performance for FY24 was moderate owing to a significant reduction in branded oil prices. Demand has started picking up in the branded oil and food division. EBITDA has improved on the back of Improved supply chain efficiency, optimisation of manpower cost and reduced A&P spends.

• In the bulk edible oil segment, the company manufactures and markets Rice Bran oil, Rice Bran wax and De-oiled cakes.

Revenue has been impacted by inventory loss due to a reduction in oil prices. EBITDA loss was mainly due to inventory loss, but losses significantly reduced to Rs -2.3 cr in Q4FY24 from Rs -4.1 cr in Q3FY24 and Rs -5.5 cr in Q4FY23. We expect to further reduce our losses in this division in FY25.

The Company has created niche, premium and differentiated brands in highly competitive categories of edible oils and healthy foods. Our strong focus on quality, innovation, product differentiation and brand building has helped us stand out in a cluttered retail market, with ''Oleev'' becoming the No.1 “Goodness of Olive Oil” brand in India, with fully backward-integrated portfolio of products. Over the last decade, we have developed a pan-India distribution network across all channels of FMCG, including the upcoming Q-Commerce, serving our consumers through all modes of online and offline retail across the country. We are a proud Indian company, manufacturing, and marketing world-class food products in India.

The Company is present on all e-commerce platforms including Amazon, Blinkit (Big Basket), Flipkart, Grofers and Jio Mart. Further, the company is widely distributed in 3,000 organized modern retail outlets and also has around 450 distributors pan India with a direct reach of about 50,000 retail stores, which will be used to penetrate further in healthy snaking foods category. Recently, the Company has started food business with a few more large retail players like Spencer''s which will reflect in numbers in the coming quarters.

• Ethanol Business: A step towards sustainable growth, Modi Naturals has diversified into ethanol manufacturing, with a state-of-the-art greenfield Ethanol Plant being established in the State of Chhattisgarh under its 100% subsidiary, Modi Biotech Private Limited. This project is in line with the company''s core values & commitment towards sustainable growth and will also help the company have a diversified portfolio of businesses. This project is also in line with the Honourable Prime Minister of India Shri Narendra Modi''s vision & roadmap for the Ethanol Blended Petrol (EBP) program with a target of 20% blending by 2025.

• Commercial production began at the end of Q3 FY24, and Q4 FY24 was a full quarter for operations. However, the plant was undergoing a stabilisation process, which resulted in a reduced level of production and an increase in the cost of running the plant. The plant has now fully stabilised and is working at optimum capacity. The commissioning of our Ethanol Plant represents an important moment in India’s drive for sustainable biofuels. Modi Biotech is committed to influencing the nation’s energy future. Biofuel is certainly the key to India’s automotive sector. Our Ethanol facility demonstrates our commitment to sustainability, energy security, environmental responsibility, and increasing farm income simultaneously at the same time. Furthermore, it has enabled us to diversify our company portfolios and build a green-field unit with significant growth potential.

Your Company is placed competitively in the industry and is determined to grow its market share and profitability sustainably through focus on developing top-notch products coupled with extensive advertising and promotional campaigns.

• Indian Economy

Even as the global conflict remained geographically distant from India, ripples comprised increased oil import bills, inflation, cautious government and a sluggish equity market. India''s economic growth was 7.2% in FY 2023-24. India overtook UK to become the fifth largest global economy. India surpassed China to become the world''s most populous nation. (Source: IMF, World Bank)

India is widely acknowledged as one of the most dynamic major economies in the world with immense headroom for growth over the medium and long term. A favourable demographic profile, increasing affluence, rapid urbanization and accelerated digital adoption represent some of the key structural drivers of growth of the Indian Economy.

• FMCG Industry

The FMCG sector continues to remain an exciting sector with continued growth potential driven by India''s economic growth. The FMCG industry in India has been reporting good growth even during the COVID years, when most other industries were reeling under a demand crunch, riding on strong consumer shift in favour of natural healthcare products. The frequent price increases and an overall slump in economic activity put pressure on the purchasing power of consumers particularly in Rural India. Despite near term consumption pressure, there are some green shoots which are emerging such as moderating inflation, improving consumer confidence and increase in government spending coupled with a good monsoon thu year. This should help revive demand and drive consumption of consumer goods in the future.

• Indian edible oils Industry

India''s per capita consumption of edible oil is relatively low at 19-19.80 kg per year, compared to the global average of 24 kg per year. However, with a growing population and increasing per capita consumption, demand for edible oils is expected to increase. (Source: Technopak)

• Ready to cook & ready to eat segments in India

The market for both the segments put together is estimated to be approximately 8,400 Crore in FY 2024-25 and is expected to grow at a high CAGR of 16% doubling itself by FY 2029-30.

Outlook

The fast-moving consumer goods (FMCG) industry is expected to grow at a CAGR of 27.9% from 2021 to 2027, reaching nearly US$ 615.87 bn. This gain will be ascribed to the projected rise in rural demand as inflation slowly starts to decline. Urban demand is also anticipated to remain steady, supporting the sector''s expansion. By 2025, the number of internet users in India is also projected to reach 1 bn. As an estimated 40% of all FMCG consumption in India is done online, the e-commerce share of total FMCG sales is expected to increase by 11% by 2030. (Source: CRISIL, IBEF)

The Company strives to leverage these opportunities and create innovative products that meet diverse consumer requirements. Further, the Company''s expenditure on marketing and advertising would help to reinforce its brands.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

1. Modi Biotech Private Limited - wholly owned subsidiary

Modi Biotech Private Limited (MBPL) was formed on 27th April 2021 to set up a greenfield Ethanol Distillery at Raipur, Chhattisgarh.

MBPL has started its commercial production in November 2023.

The Company does not have any Joint Ventures or Associate Companies.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1, which forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www.modinaturals.com).

Internal Control Systems and its adequacy

The Company has adequate Internal Control System consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

Risk Management

The Company has adopted Risk Management Policy to proactively take care of the internal and external risks of the company and ensure smooth business operations. The company''s risk management policy ensures that all its material and compliance risk exposures are properly covered, and the company''s business growth and financial stability is assured.

Human Resource and Industrial Relations

The Company lays great emphasis on proper management of human resources and believes that this is the most important ingredient for achieving excellence in performance and sustainable growth. The Management of your Company put utmost efforts to strengthen the existing work force and retaining them to enhance the human resource capability in the Company.

As on 31st March 2024, the Company had 517 employees on its payroll. The Company''s industrial relations are cordial at all locations.

The Directors of your Company deeply appreciate the spirit and commitment of its dedicated team of employees.

SHARE CAPITAL

During the year under review, the Company has allotted fully paid-up 650000 equity shares upon conversion of warrants on preferential basis. The Company has applied for Listing approval with the BSE in respect of the aforesaid shares. However, the said Equity shares, subject to the terms and conditions stipulated at the time of their issue, are under a Lock-in for eighteen months from the date of trading approval. The paid-up equity share capital as on March 31, 2024 stood at Rs. 13,30,63,970 comprising of 13306397 equity shares of face value of Rs. 10/- each.

There was no public issue, rights issue, bonus issue. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2024, none of the directors of the Company holds any convertible instruments of the company.

PUBLIC DEPOSITS

During the year the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31st March, 2024 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company.

There were no materially significant related party transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. The details of related party transactions are provided in Note 36 to Standalone Financial Statements in accordance with the Accounting Standards.

The Policy on RPTs as approved by the Board is uploaded on the Company''s website https://modinaturals.com/investor-relations/

STATUTORY AUDITORS

M/s. Doogar & Associates, Chartered Accountants (ICAI FRN - 000561N), the statutory auditors of the Company have been appointed at the 49th annual general meeting held on September 30, 2023 for a period of 5 years from the conclusion of 49th Annual General Meeting upto the conclusion of 54th Annual General Meeting to be held in the year 2028.

The statutory audit report for the year 2023-24 is annexed hereto and forms part of the Annual Report. There are no qualifications made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company. The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors have confirmed that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 to continue as Auditors of the Company.

COST AUDITORS

The Board of Directors at their meeting held on 05.09.2024 appointed M/s. Manisha & Associates, Cost Accountants (FRNo.-000321), as the Cost Auditor for conducting the Cost Audit for the financial year 2024-25. A resolution seeking members'' ratification of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report for financial year 2023-24 will be filed within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITORS

The Board had appointed M/s Deepak Bansal & Associates, Company Secretaries, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as “Annexure A”. The Secretarial Audit Report is self-explanatory and does not require any further comments from the Board of Directors.

As required by Regulation 24A (1) of the SEBI (LODR) Regulations, 2015, a secretarial audit report for the financial year ended March 31, 2024 for its material unlisted subsidiary company, namely Modi Biotech Private Limited is also annexed herewith as Annexure-B. The Secretarial Audit Report is self-explanatory and does not require any further comments from the Board of Directors

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Sudhir Shankar Halwasiya (DIN: 00020000), Mr. Alok Garg (DIN: 01394308) and Mr. Sulabh Singal (DIN: 05270534) ceased as Independent Directors of the Company on March 31, 2024 due to completion of their second term in office as Independent Directors. Consequently, they ceased to be Directors of the Company with effect from close of business hours on March 31, 2024.

The Board placed on record it''s deep appreciation for the valuable contribution made by Mr. Sudhir Shankar Halwasiya, Mr. Alok Garg and Mr. Sulabh Singal during their tenure as Independent Directors of the Company.

The Board at its meeting held on 31st March, 2024 appointed Mr. Udit Jain (DIN: 00166794), Mrs. Ankita Singal (DIN: 01633449), and Mr. Ankit Garg (DIN: 10567791), as Additional Directors (Non-Executive, Independent) of the Company, for a first term of 5 years i.e from April 1, 2024 to March 31, 2029, upon the recommendation of the Nomination and Remuneration Committee, subject to approval of the shareholders to be obtained within three months hereof. The Company obtained the approval of shareholders by passing special resolution through postal ballot on 27th June, 2024.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Akshay Modi, Joint Managing Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Akshay Modi.

The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standard 2 in case of appointment /re-appointment of the directors is provided in the AGM Notice.

Key Managerial Personnel

The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013 are Mr. Anil Modi, Chairman & Managing Director, Mr. Akshay Modi, Joint Managing Director, Mr. Pradeep Kapoor, Chief Financial Officer and Mr. Ankit Agarwal, Company Secretary.

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company.

The Board''s performance was evaluated based on criteria like Structure, Governance, Dynamics & Functioning, Approval & Review of Operations, Financials, Internal Controls etc. The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board was evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specified by the Board to the said Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Independent Directors, and Individual Directors adhered to their applicable criteria.

SECRETARIAL STANDARDS

The company had complied with the applicable Secretarial Standards issued by ICSI.

CSR INITIATIVES

Modi Naturals'' Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. CSR activities are carried out through registered trust (SLRE Foundation). During the year under review, the Company was not required to spend any amount on CSR activities, therefore, the Annual Report on CSR activities is not provided herewith.

DISCLOSURES:

1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Salient features of the Nomination and Remuneration Policy is disclosed in the Report on Corporate Governance.

3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor in their report: NIL

4. The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in Note-5 to the Standalone Financial Statements.

5. Disclosure as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Note. 5 & 36 to the Standalone Financial Statements.

6. There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Company''s operations in future.

7. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: NIL.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure C”.

9. Annual Return:

Annual Return in Form MGT-7 is available at the Company''s website www.modinaturals.com and the weblink: https://modinaturals.com/compliance-reports/

10. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed at Page -28 of this report.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during working hours and Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report is being sent to the Members excluding the aforesaid information

No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

11. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results: Details are given in Note. 36 to the Standalone Financial Statements.

12. Number of other board of directors or committees in which a director is a member or Chairperson, including separately the names of the listed entities where the person is a director and the category of directorship:

Disclosed in the Report on Corporate Governance “Annexure D".

13. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided: Not Applicable

14. Business Responsibility Reporting: Not Applicable

15. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their financial position:

The information as required under the first proviso to sub-section (3) of Section 129 in Form AOC-1 is annexed herewith as “Annexure F".

16. Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

17. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad:

RATING AGENCY	FACILITIES / INSTRUMENTS	RATING / OUTLOOK
Infomerics Valuation and Ratings	Long Term Bank Facilities	IVR BB / Positive Outlook
Infomerics Valuation and Rating	Short Term Bank Facilities	IVR A4

18. Key Financial Ratios (Explanations for significant change i.e., change of 25% or more as compared to the immediately previous financial year) : Refer Note 42 to Standalone Financial statements.

19. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

20. There was no instance of one-time settlement with any Bank or Financial Institution.

21. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof:

PARTICULARS	2023-24	2022-23	% CHANGE	EXPLANATIONS
Return on Net Worth	0.01	0.01	Nil	Increase in net worth and decline in net profit

CORPORATE GOVERNANCE

Your company re-affirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in Regulation 17 to 27 and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report, has been annexed herewith as "Annexure D".

Chief Executive Officer/Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Practicing Company Secretary’s Certificate regarding compliance of conditions of Corporate Governance, is made a part of this Director''s Report. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2023-24.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed:

ii. The directors had 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 ended on March 31, 2024, and the profit of the Company for the year ended on that date:

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, 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 on a going concern basis:

v. The directors have laid down internal financial controls to be followed by the Company and such internal financial controls

are adequate and 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.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, important factors that could make a difference to the Company’s operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors also wish to place on record their appreciation to the employees at all levels for their continued cooperation and commitment.

for and on behalf of the Board Sd/-

Anil Modi

Chairman & Managing Director DIN:00187078

06th September 2024, New Delhi

---

Mar 31, 2023

The Directors have pleasure in presenting the Forty-Nineth Annual Report and audited financial statements for the financial year ended 31^s1 March 2023.

FINANCIAL PERFORMANCE

The summarized financial results of the Company are presented below:

(Rs. Lakhs)
	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	41796.21	47430.32	41796.21	47430.32
Other Income	173.20	131.44	173.20	131.44
Total Income	41969.41	47561.76	41969.41	47561.76
Profit before financial expenses, depreciation, and tax	702.54	1621.62	694.95	1617.96
Less: Financial Expenses	353.20	180.57	353.20	180.57
Depreciation / Amortization	152.68	142.06	152.69	142.16
Profit before tax	196.66	1298.99	185.86	1295.23
Tax expense	79.62	358.81	79.01	358.70
Profit after tax for the year	117.04	940.18	106.85	936.53
Total Comprehensive Income	127.98	938.03	117.79	934.38
Earnings Per Share (face value of ?10/- each)
- Basic	1.01	7.41	0.93	7.38
- Diluted	1.01	7.41	0.93	7.38

DIVIDEND

No dividend is proposed for the financial year ended 31^s1 March 2023.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

REVIEW OF OPERATIONS

Your Company, during the fiscal 2023, recorded revenue from operations of ? 41796.21 lac, a decline of 11.87% over previous year. The Profit Before Tax (PBT) was ?196.66 lac against ?1298.99 lac in the previous year. The Profit After Tax (PAT) was ?117.04 lac against ?940.18 lac in the previous year. Revenue from bulk oil business impacted due to severe correction in oil prices. The branded oil business has, however, grown. Profitability has taken a hit due to the massive fall in international oil and other commodity prices which has led to inventory losses for FY23. Interest costs have increased as equity was infused into wholly owned subsidiary, Modi Biotech Pvt Ltd, and therefore working capital borrowing increased for FY23.

Segment, Product wise Performance

Modi Naturals is today one of India''s leading consumer goods companies operating in the wellness and foods category.

The company is poised to grow exponentially in the next few years with its three verticals namely a). consumer goods vertical, b). bulk edible oil and feeds vertical and c). alcohol manufacturing vertical.

Modi Naturals'' Branded /Consumer Goods vertical includes a range of products that includes healthy & premium edible oil, Popcorn, Pasta, Peanut Butter, Instant Drink Mix etc.

> In healthy and premium edible oil category- the company''s branded product portfolio includes Oleev Olive oil, Oleev Active oil (healthy Olive oil and Rice Bran Oil blend), Oleev Health Oil (Multisource Oil) Oleev Smart Oil (Multisource oil), Rizolo Rice bran oil, Miller Canola Oil and Olivana Wellness Oil (100% natural versatile oil with goodness of pure olives - can be used for cooking, hair, skin care and baby care). We are the only player making Multi-Source Olive oil.

Your Company''s flagship brand, “OLEEV” is a leading name in the edible oil market, and it caters to the premium segment of the market. In the multisource edible oil category, ‘Oleev Active'' has continued to increase its dominance. Volume has recovered after removal of stock limits, and we expect to see growth pick up in subsequent quarters.

Modi Naturals has engaged to a fitness Icon - former Miss Universe and Actor, Lara Dutta as the brand ambassador for their range of olive and multisource cooking oils. This defines a new era for the brand and reflects the brand positioning statement ‘Behtar Kal Ki Shuruaat, Aaj Se''.

> In healthy Indulgent snacking category - the company''s branded product portfolio includes :

¦ PIPO Popcorn and unique Taste Bomb sachets inside with exciting flavours Peri Peri, Tomato Salsa, Cheese Burst, Tandoori Twist, to suit the Indian palate better compared to the regular butter/cheese flavours available in the market.

Under PIPO, extending our product portfolio and getting into the ready-to-eat space, we have launched on a pilot basis our range of flavoured roasted peanuts. These ready-to-eat peanuts are available in five flavours, including Periperi, BBQ, heeng-jeera, and others.

¦ Taste Bomb, PIPO''s sub-brand, is being separately launched in the instant masala/seasoning category, with six variants i.e. Magic masala, pasta masala, peri peri, Oregano, Italian herbs, and Tandoori.

¦ ‘Peanut Butter'' with two variants Creamy & Crunchy under the sub-brand OLEEV KITCHEN.

In Peanut Butter, we are creating a vertical segmentation wherein we have launched Oleev Junior Peanut Butter specifically targeted for children in the age bracket of 4-13 years. Additionally, Oleev Junior Peanut butter chocolate flavour was piloted in Q4FY23.

¦ ‘Pasta'' (100% Wheat Semolina & 0% Maida) with three variants, under the sub-brand OLEEV KITCHEN.

Extending the range of ready-to-cook pasta and introducing new shapes, i.e. macaroni and spaghetti, with a commitment to food innovation, we have launched a one-of-its-kind multigrain pasta with the goodness of four grains in the premium category,

¦ New category of powdered ready-to-mix beverages was piloted in Q4FY23 under new brand “Jynx” with the following flavours- mango, orange, iced tea-lemon and Mojito.This will help us enter an exciting new category which is doing well with Gen-Z and will also offset some of the seasonality in oil demand in summer months.

Food business has grown by 40% YoY in FY23, 20% QoQ and it is still scaling up with distribution expansion and new product introductions every quarter. Profitable at the operating level for all food segments. On the food business, we continue extend our offerings and stick to our commitment towards food innovation, which will yield results and create a robust product portfolio strengthening our brand.

> In the bulk edible oil segment, the company manufactures and markets Rice Bran oil, Rice Bran wax and De-oiled cakes.

¦ Performance for FY23 has been relatively soft owing to many challenges faced on account of the war in Ukraine and the consequent volatility in oil prices and other commodities. Our bulk oil business should go back to profitability this year with oil prices stabilizing.

The Company has created niche, premium and differentiated brands in highly competitive categories of edible oils and healthy foods. Our strong focus on quality, innovation, product differentiation and brand building has helped us stand out in a cluttered retail market, with ‘Oleev'' becoming the No.1 “Goodness of Olive Oil" brand in India, with a fully backward-integrated portfolio of products. Over the last decade, we have developed a pan-India distribution network across all channels of FMCG, including the upcoming Q-Commerce, serving our consumers through all modes of online and offline retail across the country. We are a very proud Indian company, manufacturing, and marketing world-class food products in India.

The Company is present on all e-commerce platforms including Amazon, Blinkit (Big Basket), Flipkart, Grofers and Jio Mart. Further, the company is widely distributed in 3,000 organized modern retail outlets and also has around 450 distributors pan India with a direct reach of about 50,000 retail stores, which will be used to penetrate further in healthy snaking foods category. Recently, the Company has started food business with a few more large retail players like Spencer''s which will reflect in numbers in the coming quarters.

> Ethanol Business : A step towards sustainable growth, Modi Naturals has diversified into ethanol manufacturing, with a state-of-the-art greenfield Ethanol Plant being established in the State of Chhattisgarh under its 100% subsidiary, Modi Biotech Private Limited. This project is in line with the company''s core values & commitment towards sustainable growth and will also help the company have a diversified portfolio of businesses. This project is also in line with the Honourable Prime Minister of India Shri Narendra Modi''s vision & roadmap for the Ethanol Blended Petrol (EBP) program with a target of 20% blending by 2025. The investment over the next two years is expected to be approximately ?250 cr., with the first phase of 110 KLD with an investment of ?160 cr.

¦ Delayed delivery of some critical bought-out items such as pumps and electronics which faced global supply chain disruptions led to a delay in start of ethanol production. Section trials of our ethanol distillery have started, and we expect to commission the plant in September 2023.

Your Company is placed competitively in the industry and is determined to grow its market share and profitability sustainably through focus on developing top-notch products coupled with extensive advertising and promotional campaigns.

OUTLOOK, OPPORTUNITIES, RISKS & CONCERNSIndian Economy

Even as the global conflict remained geographically distant from India, ripples comprised increased oil import bills, inflation, cautious government and a sluggish equity market. India''s economic growth was 7.2% in FY 2022-23. India emerged as the second fastest-growing G20 economy in FY 2022-23. India overtook UK to become the fifth largest global economy. India surpassed China to become the world''s most populous nation. (Source: IMF, World Bank)

India is widely acknowledged as one of the most dynamic major economies in the world with immense headroom for growth over the medium and long term. A favourable demographic profile, increasing affluence, rapid urbanisation and accelerated digital adoption represent some of the key structural drivers of growth of the Indian Economy.

FMCG Industry

The FMCG sector continues to remain an exciting sector with continued growth potential driven by India''s economic growth. The FMCG industry in India has been reporting good growth even during the COVID years, when most other industries were reeling under a demand crunch, riding on strong consumer shift in favour of natural healthcare products. The frequent price increases and an overall slump in economic activity put pressure on the purchasing power of consumers particularly in Rural India. Despite near term consumption pressure, there are some green shoots which are emerging such as moderating inflation, improving consumer confidence and increase in government spending. This should help revive demand and drive consumption of consumer goods in the future.

Indian edible oils Industry

India''s per capita consumption of edible oil is relatively low at 19-19.80 kg per year, compared to the global average of 24 kg per year. However, with a growing population and increasing per capita consumption, demand for edible oils is expected to increase. (Source: Technopak)

Ready to cook & ready to eat segments in India

The market for both the segments put together is estimated to be approximately 4,200 Crore in FY 2019-20 and is expected to grow at a high CAGR of 16% doubling itself by FY 2024-25.

Outlook

The fast-moving consumer goods (FMCG) industry is expected to grow at a CAGR of 27.9% from 2021 to 2027, reaching nearly US$ 615.87 bn. This gain will be ascribed to the projected rise in rural demand as inflation slowly starts to decline. Urban demand is also anticipated to remain steady, supporting the sector''s expansion. By 2025, the number of internet users in India is also projected to reach 1 bn. As an estimated 40% of all FMCG consumption in India is done online, the e-commerce share of total FMCG sales is expected to increase by 11% by 2030. (Source: CRISIL, IBEF)

The Company strives to leverage these opportunities and create innovative products that meet diverse consumer requirements. Further, the Company''s expenditure on marketing and advertising would help to reinforce its brands.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES 1. Modi Biotech Private Limited - wholly owned subsidiary

Modi Biotech Private Limited (MBPL) was formed on 27^lh April 2021 to set up a greenfield Ethanol Distillery at Raipur, Chhattisgarh. MBPL has started section-wise trails. We aim to start the production in September 2023.

The Company does not have any Joint Ventures or Associate Companies.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1, which forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www.modinaturals.com).

Internal Control Systems and its adequacy

The Company has adequate Internal Control System consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

Risk Management

The Company has adopted Risk Management Policy to proactively take care of the internal and external risks of the company and ensure smooth business operations. The company''s risk management policy ensures that all its material and compliance risk exposures are properly covered, and the company''s business growth and financial stability is assured. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Human Resource and Industrial Relations

The Company lays great emphasis on proper management of human resources and believes that this is the most important ingredient for achieving excellence in performance and sustainable growth. The Management of your Company put utmost efforts to strengthen the existing work force and retaining them to enhance the human resource capability in the Company.

As on 31^st March 2023, the Company had 538 employees on its payroll. The Company''s industrial relations are cordial at all locations.

The Directors of your Company deeply appreciate the spirit and commitment of its dedicated team of employees.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31, 2023 stood ? 12,65,63,970. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2023, Mr. Anil Modi, Mr. Akshay Modi and Mrs. Aditi Modi holds 1,30,000, 4,40,000 and 42,000 convertible warrants of the Company respectively. None of the non-executive directors of the Company holds any convertible instruments of the company as on March 31,2023.

ALLOTMENT OF CONVERTIBLE WARRANTS

During the year on 18 May, 2022, the company, pursuant to the shareholders resolution passed at the Extraordinary General Meeting held on 4 May, 2022, issued and allotted 6,50,000 warrants on preferential basis to Promoters and Promoter Group. The said warrants carry an option / entitlement to subscribe to equivalent number of Equity Shares of ?10/- each at a future date, not exceeding 18 (eighteen) months from the date of issue of such warrants at a price of ? 207/- which includes a premium of ?197/-per share determined in accordance with Regulation 76 of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

An amount equivalent to 25% of the price has been received on allotment of the Warrants and the balance amount (75%) shall be payable by the Warrant Holders while exercising their options to subscribe for equity shares.

On full conversion, the number of Equity Shares will increase from 1,26,56,397 to 1,33,06,397. The Company has sufficient authorized capital to cover the allotment of these shares.

PUBLIC DEPOSITS

During the year the Company has not accepted / renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31^st March, 2023 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company.

There were no materially significant related party transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. The details of related party transactions are provided in Note 36 to Standalone Financial Statements in accordance with the Accounting Standards.

The Policy on RPTs as approved by the Board is uploaded on the Company''s website https://modinaturals.com/investor-relations/ STATUTORY AUDITORS

The Board of Directors recommends appointment of M/s. Doogar & Associates, Chartered Accountants, (ICAI FRNo. - 000561N) as Statutory Auditors of the Company in place of M/s. K. K. Jain & Co., Chartered Accountants, (ICAI FRNo: 002465N), who have tendered their resignation as Statutory Auditors of the Company. The Board of Directors of the Company at its meeting held on 05.09.2023 have appointed M/s. Doogar & Associates, Chartered Accountants, subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 49^th Annual General Meeting till the conclusion of 54 ^th Annual General Meeting.

The Board recommends to the members of the Company approval of the appointment of M/s. Doogar & Associates, Chartered Accountants, (ICAI FRN - 000561N) as the Statutory Auditors of the Company. Your Company has received a letter from M/s. Doogar & Associates, Chartered Accountants, to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014

COST AUDITORS

The Board of Directors at their meeting held on 05.09.2023 appointed M/s. Manisha & Associates, Cost Accountants (FRNo.-000321), as the Cost Auditor for conducting the Cost Audit for the financial year 2023-24. A resolution seeking members'' ratification of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report for financial year 2022-23 will be filed within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITORS

The Board had appointed M/s Deepak Bansal & Associates, Company Secretaries, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as “Annexure A”. The Secretarial Audit Report contains a qualification which is self-explanatory and does not require any further comments from the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, there has been no change in the Board of Directors and Key Managerial Personnel of the Company.

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Anil Modi, Managing Director, retires by rotation and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Anil Modi.

The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of appointment /reappointment of the directors is provided in the AGM Notice.

Key Managerial Personnel

The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013 are Mr. Anil Modi, Chairman & Managing Director, Mr. Akshay Modi, Joint Managing Director, Mr. Pradeep Kapoor, Chief Financial Officer and Mr. Ankit Agarwal, Company Secretary.

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company.

The Board''s performance was evaluated based on criteria like Structure, Governance, Dynamics & Functioning, Approval & Review of Operations, Financials, Internal Controls etc. The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board was evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specified by the Board to the said Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Independent Directors, and Individual Directors adhered to their applicable criteria.

SECRETARIAL STANDARDS

The company had complied with the applicable Secretarial Standards issued by ICSI.

CSR INITIATIVES

Modi Naturals'' Corporate Social Responsibility (CSR) activities reflect its philosophy of enhancing value to the society and the environment around us. CSR activities are carried out through registered trust (SLRE Foundation). The Annual Report on CSR activities is annexed herewith as “Annexure B”.

DISCLOSURES:

1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Salient features of the Nomination and Remuneration Policy is disclosed in the Report on Corporate Governance.

3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor in their report: NIL

4. The particulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in Note-5 to the Standalone Financial Statements.

5. Disclosure as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Note. 5 & 36 to the Standalone Financial Statements.

6. There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Company''s operations in future.

7. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: NIL.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure C”.

9. Annual Return:

Annual Return in Form MGT-7 is available at the Company''s website www.modinaturals.com and the w e b l I n k : https://modinaturals.com/compliance-reports/

10. Particulars of Employees:

There was no employee during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the information under Rule 5(2) & 5(3) is not applicable.

No Director of the company, including its Managing Director or Whole-Time Director, is in receipt of any commission from the Company or its Subsidiary Company.

11. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results:

Details are given in Note. 36 to the Standalone Financial Statements.

12. Number of other board of directors or committees in which a director is a member or Chairperson, including separately the names of the listed entities where the person is a director and the category of directorship:

Disclosed in the Report on Corporate Governance “Annexure D”.

13. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided: Not Applicable

14. Business Responsibility Reporting: Not Applicable

15. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their financial position:

The information as required under the first proviso to sub-section (3) of Section 129 in Form AOC-1 is annexed herewith as “Annexure F”.

16. Details in respect of frauds reported by auditors under section 143(12) of the Companies Act, 2013:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

17. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad:

Rating Agency	Facilities / Instruments	Rating / Outlook
CARE Ratings	Long Term Bank Facilities	CARE BBB-; Stable
CARE Ratings	Long Term / Short Term Bank Facilities	CARE BBB-; Stable / CARE A3

18. Key Financial Ratios (Explanations for significant change i.e., change of 25% or more as compared to the immediately previous financial year) :

Refer Note 42 to Standalone Financial statements.

19. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

20. There was no instance of one-time settlement with any Bank or Financial Institution.

21. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof:
	Particulars	2022-23	2021-22	% Change	Explanations
	Return on Net Worth	0.01	0.13	(92.30%)	Increase in net worth and decline in
					net profit

CORPORATE GOVERNANCE

Your company re-affirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in Regulation 17 to 27 and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report, has been annexed herewith as "Annexure D".

Chief Executive Officer/Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Practicing Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance, is made a part of this Director''s Report. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2022-23.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed:

ii. the directors had 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 ended on March 31,2023, and of the profit of the Company for the year ended on that date:

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, 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 on a going concern basis:

v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, important factors that could make a difference to the Company''s operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors also wish to place on record their appreciation to the employees at all levels for their continued co-operation and commitment.

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Mar 31, 2018

The Directors present their Forty-Fourth Annual report and Audited Financial Statements for the year ended 31 March 2018.

1. FINANCIAL RESULTS

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Financial Results are as under: (Rs. in Lacs)

Particulars	2017-18	2016-17
Total Revenue	27862.62	29317.05
Total Expenses	27850.61	29303.33
Profit before interest, depreciation and tax	419.64	435.07
Profit before exceptional item and tax	12.02	13.71
Profit / (Loss) before tax	12.02	13.71
Tax expense
-Current Tax	4.45	4.80
-Deferred Tax	8.36	11.26
Profit / (Loss) after tax	5.80	2.23
EPS (face value of Rs.10/- each)
-Basic	0.05	0.02
-Diluted	0.05	0.02

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company is engaged in the business of edible oils processing and fast moving consumer goods. There was no change in the nature of business of your company during the year.

4. DIVIDEND

No dividend is proposed for the financial year ended March 31, 2018.

5. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

6. SHARE CAPITAL

The paid up equity share capital as on March 31, 2018 stood at Rs. 11,11,79,340. There was no public issue, rights issue, bonus issue or preferential issue during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options. As on March 31, 2018, none of the Directors of the Company holds any instruments convertible into equity shares of the Company.

8. DEPOSITS FROM PUBLIC

During the year, your Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding amount of deposits at the end of the financial year.

10. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed form MGT-9 is annexed to this Report.

11. NUMBER OF BOARD MEETINGS AND ITS COMMITTEES

Seven (7) meetings of the Board of Directors of the Company were conducted during the year. The details of board and its committees meetings are provided under the Corporate Governance Report which forms part of the Annual Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

13. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on arm''s length basis in the ordinary course of the business and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All related party transactions were placed before the Audit Committee and also for the Board approval, wherever required.

There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. There are no transactions that are required to be reported in Form AOC-2 hence said form does not form part of this report. However, the details of related party transactions are provided in Note no. 35 to the Financial Statements in accordance with the Accounting Standards.

The Policy on RPTs as approved by the Board is uploaded on the Company''s website www.modinaturals.com

14. AU DITORS AND AU DITORS'' REPORT

Statutory Auditors''

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 29^th September 2017 appointed Kashyap & Co., Chartered Accountants (Firm Registration No. 011355C) as statutory auditors of the Company from the conclusion of 43 ^rd Annual General Meeting till the conclusion of 48^th Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening Annual General Meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors'' appointment is no longer required. Hence no resolution for ratification of appointment of Auditors is proposed for the Financial Year 2018-19.

The statutory audit report for the year 2017-18 is annexed hereto and forms part of the Annual Report. There are no qualifications made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company. The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors''

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company re-appointed M/s Deepak Bansal & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report issued by him in the prescribed form MR-3 is annexed to this Report.

The said secretarial audit report does not contain any qualification, reservation or adverse remarks or disclaimer made by the Secretarial Auditor and it is self-explanatory. Thus there is no need to give any further explanation or comment by the Board.

Cost Auditors''

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board at its meeting held on August 9, 2018, on the Audit Committee''s recommendation, recommends the appointment of M/s. Manisha & Associates, Cost Auditors (Firm Registration Number-000321) to audit the cost accounts of the Company for the financial year ending March 31, 2019 at a remuneration of Rs. 60,000/- plus applicable taxes and out of pocket expenses. Resolution seeking Member''s ratification for the remuneration payable to M/s. Manisha & Associates, Cost Auditors is included at Item No.6 of the Notice convening the Annual General Meeting.

The company is maintaining the Cost Records and is in the process to file the Cost Audit Report for the financial year 2017-18 to the Central Government within the stipulated time. (i.e. within 180 days from the end of reporting year)

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report except as stated below:

ALLOTMENT OF EQUITY SHARES

The Company, on 18 July, 2018, has allotted 1538463 equity shares of Rs. 10/- each as fully paid up on preferential basis to non-promoter group entities pursuant to conversion of Warrants and obtained the listing approval from BSE on 13 August, 2018. The equity shares so allotted rank pari-passu in all respects with the existing equity shares.

Upon the allotment of equity shares, the paid up equity share capital has been increased from Rs. 11,11,79,340 to Rs. 12,65,63,970 comprising of 12656397 equity shares of face value of Rs. 10/- each.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are given below:

A. Conservation of energy:

i) Steps taken or impact on conservation of energy:

ii) The steps taken by the company for utilizing alternate sources of energy

Your Company has taken adequate measures to ensure optimum use of all equipments so as to conserve energy.

iii) Capital Investment on energy conservation equipments: Nil

B. Technology absorption, adaption and innovation:

The company strives continuously to upgrade its technology adopted in all its operations.

C. Foreign exchange earnings and outgo

a) Earnings - Nil

b) Outgo - Rs. 10,42,286

17. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary/Joint Venture/Associate Company.

18. RISK MANAGEMENT

The Risk Management Policy of the company enables the company to proactively take care of the internal and external risks of the company and ensures smooth business operations. The company''s risk management policy ensures that all its material and compliance risk exposures are properly covered, and the company''s business growth and financial stability is assured. Necessary information is provided under Management Discussion and Analysis Report which forms part of the Annual Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review there was no change in Directors and Key Managerial Personnel of your company.

The Board recommends the re-appointment of Mr. Sudhir Shankar Halwasiya, Mr. Alok Garg and Mr. Sulabh Singal as Independent Non-Executive Directors of the Company, not liable to retire by rotation, for another term of five consecutive years from 1st April, 2019 upto 31st March, 2024, in terms of Sections 149, 150, 152 read with Schedule IV of the Companies Act, 2013 (''the Act''), and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In light of the provisions of the Companies Act, 2013, Mr. Akshay Modi retires from the Board by rotation this year and being eligible, offer himself for re-appointment.

The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of appointment /re-appointment of the directors is provided in the Notice of the ensuing annual general meeting.

Detailed information on the directors is provided in the Corporate Governance Report.

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Anil Modi, Chairman & Managing Director, Mr. Akshay Modi, Executive Director, Mr. Pradeep Kapoor, Chief Financial Officer and Mr. Ankit Agarwal, Company Secretary are the Key Managerial Personnel of the Company.

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

There are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

21. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

Details of internal financial controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

22. FRAUD

Neither the Statutory Auditors nor the Secretarial Auditors have brought to the notice of the Audit Committee or the Board of Directors or the Central Government the occurrence or brewing of any fraud in the Company.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

24. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

Details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report.

The details of remuneration paid to the directors including executive directors of the Company are given in Form MGT-9 forming part of this Report.

25. PARTICULARS OF EMPLOYEES

There was no employee during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the information under Rule 5(2) & 5(3) is not applicable.

26. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and Senior Management Personnel in the course of day to day business operations of the Company. The Code has been posted on the Company''s website (www.modinaturals.com).

The Chairman & Managing Directors'' declaration regarding compliance with ''Modi Naturals'' Code of Conduct for Board Members and Senior Management'' is attached to the Corporate Governance Report.

27. CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled ''Corporate Governance'' has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17 (8) of the SEBI Listing Regulations, 2015.

Certificate from the Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable on the Company.

29. ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES, CHAIRPERSON & INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has through mutual discussions carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee ("NRC") evaluated the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was reviewed, taking into account the views of executive directors and non-executive directors of the company.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the meet the criteria of independence laid down in Section 149(6) of the Act and regulation 25 of the Listing Regulations.

30. REMUNERATION POLICY

Information regarding Directors'' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report. The Remuneration Policy is placed on the Company''s website at www.modinaturals.com

31. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Your Company has established a whistle blower policy/vigil mechanism for the Directors, employees of the company, to report genuine concerns, calling the attention of the Audit Committee to some wrongdoing occurring within an organization. Your Company has also provided adequate safeguards against victimization of whistleblowers who express their concerns against such wrongdoings occurring in the organization. The Company has also provided direct access to the chairman of the Audit Committee, in exceptional circumstances.

During the year, there were no instances of unethical behaviour, fraud or violation of the company''s code of conduct or ethics policy and no personnel have been denied access to the audit committee. The details of establishment of such mechanism are disclosed on the website of the Company viz. (www.modinaturals.com).

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

Pursuant to the legislation ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'', the Company has a Policy on Prevention of Sexual Harassment at Workplace and also has Internal Complaints Committee. During the year under review, no compliant was received from any employee under the said Policy.

33. SECRETARIAL STANDARDS

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

34. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, state that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. the directors had 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 ended on 31^st March, 2018, and of the profit of the Company for the year ended on that date;

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, 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 on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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.

34. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its Shareholders, valued customers, banks, Government and Statutory Authorities, Investors and the Stock Exchange for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders and the Promoters of the Company.

On behalf of the Board of Directors

Sd/-

Anil Modi

Chairman and Managing Director

New Delhi, August 9, 2018 DIN No.:00187078

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Mar 31, 2016

DIRECTORS'' REPORT

To the Members,

The Directors are pleased to present the 42nd Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2016.

1. Financial highlights

The summarized financial results for the year ended March 31, 2016 and for the previous year ended March 31, 2015 are as follows: -

(in lakh)

Particulars	2015-16	2014-15
Revenue from Operations / Net Sales	26930.35	23194.87
Other Income	243.09	199.81
Profit before interest, depreciation and tax	886.24	421.64
Profit before exceptional item and tax	419.23	14.52
Profit before tax	419.23	14.52
Tax expense
-Current Tax	94.00	7.58
-Deferred Tax	128.34	(8.84)
Profit after tax	196.88	15.78
EPS (face value of Rs.10/- each)
-Basic & Diluted	1.77	0.14

The Company achieved gross turnover including other income of Rs 27,173.44 Lacs and posted net profit of Rs.196.88 Lacs for the financial year ended on 31st March, 2016 as against gross turnover including other income of Rs. 23,394.68 Lacs and net profit of Rs. 15.78 Lacs in the previous financial year.

2. State of company affairs and future outlook

In the current financial year, the company continues to focus on growth of its branded business and is confident that the consumer business will continue its steady growth, which is in line with our medium to long term strategy; The flagship brand where the company is seeing a growing leadership position is:

Oleev - olive oils and healthy oils

Other than that we have developed the following value added products:

Rizolo - India''s Finest - Rice Bran Oil

Miller - Canola Oil with low absorption technology

Olivana Wellness - massage oils.

Whilst Rizolo and Miller have a direct fit in the edible oil stable, Olivana Wellness is the company''s foray into the personal care segment of FMCG. With the launch of the new brands of packaged edible oils, the focus is slowly tilting more towards enhancing value through well branded consumer focused products. The Company is also creating niche brands in edible oils and blended oils which have various health benefits and thereby commanding a premium in the marketplace.

By increasing its foothold across all major distribution platforms like wholesale, modern retail, ecommerce etc., the Company is poised to strengthen its brand presence across the country. The Company has launched its largest advertisement campaign until now to strengthen its brand presence and improving brand recall.

In the years to come, Modi Naturals visualizes itself as a major contributor to the Indian FMCG sector and primarily the branded edible oil industry

3. Change in nature of business

The Company is engaged in the business of manufacturing and marketing of Edible oil and De-oiled cake. There was no change in the nature of business of your company during the year.

4. Dividend

No dividend is proposed for the financial year ended March 31, 2016.

5. Transfer to reserves

No amount is proposed to be transferred to reserves.

6. Change in Share Capital

Your Company has neither issued any equity shares with differential rights nor granted any employees stock options / sweat equity shares to the directors, officers or employees of the Company during the year.

7. Deposits from public

During the year, your Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding amount of deposits at the end of the financial year.

8. Extract of Annual Return

As provided under Sections 134(3) (a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual Return in Form MGT-9 is given in "Annexure-1" which forms part of this report.

9. Number of Board Meetings

During the financial year ended March 31, 2016, the Company had ten (10) Board meetings on April 10, 2015, May 30, 2015, August 12, 2015, September 2, 2015, October 15, 2015, November 14, 2015, November 30, 2015, January 27, 2016, February 3, 2016, and March 30, 2016 respectively.

10. Particulars of loans, guarantees and investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 14 and 19 to the Financial Statements.

11. Particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of related party transactions are provided in Note no. 34 to the Financial Statements.

During the year, pursuant to Section 177 of the Companies Act, 2013 and erstwhile Clause 49 of the Listing Agreement and/ or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, all related party transactions were placed before the Audit Committee and also for the Board approval, wherever required.

12. Auditors and Auditors'' Report Statutory Auditors''

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Messrs K. K. Jain & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 40th annual general meeting (AGM) of the Company held on August 19, 2014 till the conclusion of the 43rd Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of Messrs K. K. Jain & Co, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders at the 42nd Annual General Meeting of the Company. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no qualifications made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and d o not call for any further comments.

Secretarial Auditors''

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Deepak Bansal & Associates, Company Secretaries to undertake the Secretarial Audit of the Company The Secretarial Audit Report is annexed herewith as "Annexure 2".

The said Secretarial Audit Report has no qualification, reservation or adverse remarks and it is self-explanatory; Thus there is no need to give any further explanation or comment by the Board.

Cost Auditors''

Based on the Audit Committee''s recommendations at its meeting held on August 8, 2016 and subject to approval by the Central Government, the Board recommends the appointment of M/s. Manisha & Associates as the Cost Auditors of the Company for the year ended on March 2016-17 at a remuneration of Rs. 60000/- plus traveling, lodging and boarding expenses. The remuneration payable to the Cost Auditors for the financial year 2016-17 requires ratification by the members at the ensuing annual general meeting.

The cost audit report for the financial year 2014-15 has been filed to the Central Government vide SRN S42517854 dated 28.10.2015. The Cost Audit Report for the financial year 2015-16, prescribed under Cost Audit Rules, 2014, is due to be filed with MCA on or before 30.09.2016 (being within 180 days from the end of reporting year).

13. Material changes affecting the financial position of the company

There are no material changes affecting the financial position of the Company.

14. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The Particulars with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are given below:

A. Conservation of energy:

i) Steps taken or impact on conservation of energy:

ii) The steps taken by the company for utilizing alternate sources of energy

Your Company has taken adequate measures to ensure optimum use of all equipments so as to conserve energy

iii) Capital Investment on energy conservation equipments: Nil

B. Technology absorption, adaption and innovation:

The company strives continuously to upgrade its technology adopted in all its operations.

C. Foreign exchange earnings and outgo

a) Earnings - Nil

b) Outgo - Rs. 486105

16. Details of subsidiary, joint venture or associates

The Company does not have any Subsidiary/Joint Venture/Associate Company.

17. Risk management

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

18. Directors and key managerial personnel (KMP)

Ms. Purva Satija, Company Secretary and Compliance Officer of the Company resigned on 30.04.2015. On the basis of recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 15th October, 2015 has appointed to Mr. Ankit Agarwal as Company Secretary from 15th October, 2015 in terms of pro vision of the Companies Act, 2013 and rules made there under.

Pursuant to Section 152 and other applicable provisions, if any of the Companies Act, 2013, Mr. Ani l Modi, Director of the Company retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment in accordance with the provisions of the said Act.

The Board of Directors in their meeting held on 08th August, 2016 has recommended to re-appoint Mr. Akshay Modi as Executive Non-Independent Director within the meaning of Section 196, 197 and 203 of the Companies Act, 2013 read with Schedule IV thereto and Rules made there under, for a further period of 3 (three) years from December 15, 2016 commencing immediately after the expiry of his current tenure on December 14, 2016, subject to retirement by rotation.

The Nomination and Remuneration Committee of the Board in its meeting held on 08th August, 2016 has considered and recommended the aforesaid re-appointments of Mr. Anil Modi and Mr. Akshay Modi to the Board for their approval.

The Board has considered that the presence of Mr. Anil Modi and Mr. Akshay Modi as Directors on the Board would be of immense benefit to the Company and has decided to recommend their reappointment for the approval of members of the Company at the ensuing annual general meeting of the company

A brief resume of the Directors being appointed/ re-appointed, are furnished in the explanatory statement to the notice of the ensuing AGM.

19. Details of significant & material orders passed by the regulators or courts or tribunal

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

20. Internal financial controls

Your Company has a proper and adequate system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. The internal financial control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Audit Committee periodically reviews the performance of internal audit function and discusses internal audit reports with the Internal Auditor

21. Fraud

Neither the Statutory Auditors nor the Secretarial Auditors have brought to the notice of the Audit Committee or the Board of Directors or the Central Government the occurrence or brewing of any fraud in the Company.

22. Code of conduct for regulating and reporting trading by insiders and for fair disclosure, 2015

Your Company has adopted the "Code of Conduct for regulating & reporting trading by insiders and for fair disclosure, 2015" which, inter alia, prohibits purchase or sale of securities of the Company by Directors, employees and other connected persons while in possession of unpublished price sensitive information in relation to the Company

23. Disclosure of ratio of remuneration of directors and key managerial personnel

As required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employee''s remuneration and such other details as prescribed therein are given in "Annexure-3, which is attached hereto and forms a part of the Directors'' Report.

24. Particulars of employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, names and other particulars in respect of employees of the Company are required to be attached to the Directors'' Report. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitled thereto, excluding the information on employees'' particulars required to be disclosed in this report. The said information is available for inspection at Registered Office of the Company during the working hours and any member interested in obtaining such information may write to the Company Secretary

25. Personnel

Your Company aims to be a preferred employer in the industry and remains committed to developing its employees to meet the current and future challenges of the business.

26. Code of conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and Senior Management Personnel in the course of day to day business operations of the Company. The Code has been posted on the Company''s website (www.modinaturals.com).

27. Audit committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

28. Corporate governance

Your Company has complied with the requirements and disclosures that have to be made under the Code of Corporate Governance as required under Regulation 27(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") the Company has executed fresh Listing Agreement(s) with the Stock Exchange(s).

As a listed company necessary measures are taken to comply with the Listing Agreement with the Stock Exchange. A report on Corporate Governance, along with a certificate of compliance from the Statutory Auditors, forms part of this Annual Report. The Chairman & Managing Directors'' declaration regarding compliance with ''Modi Naturals'' Code of Conduct for Board Members and Senior Management'' is attached to the Corporate Governance Report.

29. Corporate social responsibility (CSR) policy

The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable on the Company

30. Annual evaluation of board, committees & directors'' performance

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained hereunder.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was reviewed, taking into account the views of executive directors and nonexecutive directors of the company.

Declaration from Independent Directors

As required by Section 149 (7) of the Companies Act, 2013, All Independent Directors of the Company have made declaration to the effect that they meet the criteria of independence as stipulated under Section 149(6) of the Act.

31. Remuneration policy

The Nomination and Remuneration Committee recommend the appointment of Director, and their appointment or reappointment, based on their qualifications, professional experience, positive attributes, view points, skills and area of expertise and independence. The Company follows a policy on remuneration of Directors and Senior Management employees, details of the same are given in the Corporate Governance Report. The Remuneration Policy has been posted on the Company''s website (www.modinaturals.com).

32. Whistle blower / vigilance policy

Your Company has established a whistle blower policy/vigil mechanism for the Directors, employees of the company, to report genuine concerns, calling the attention of the Audit Committee to some wrong doing occurring within an organization. Your Company has also provided adequate safeguards against victimization of whistleblowers who express their concerns against such wrongdoings occurring in the organization. The Company has also provided direct access to the chairman of the Audit Committee, in exceptional circumstances.

During the financial year 2015-16, there were no instances of unethical behaviour, fraud or violation of the company''s code of conduct or ethics policy and no personnel have been denied access to the audit committee. The details of establishment of such mechanism are disclosed on the website of the Company viz. (www.modinaturals.com).

33. Disclosure under sexual harassment of women at workplace, (prevention, prohibition & redressal) act, 2013

Your company did not come across any complaints by any employee during the year under review relating to the sexual harassment.

34. Directors'' responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the directors had 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 of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis;

v the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

35. Acknowledgements

The Board of Directors take this opportunity to thank all its Shareholders, valued customers, banks, Government and Statutory Authorities, Investors and the Stock Exchange for their continued support to the Company Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders and the Promoters of the Company.

On behalf of the board of directors

Sd/-

Anil Modi

Place: New Delhi Chairman and Managing Director

Date: 08th August, 2016 DIN No.: 00187078

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Mar 31, 2014

Dear Members,

The Directors hereby present the 40th Annual Report and Audited Accounts of the Company for the Financial Year ended on March 31, 2014.

PERFORMANCE

The summarized financial results for the year ended March 31, 2014 and for the previous year ended March 31, 2013 are as follows.

(Rs. in Lacs)

2013-14 2012-13

Sales and Other Income 20982.52 19456.11

Profit before interest and depreciation 448.33 584.81

Interest 142.75 142.75

Profit before Depreciation and Tax 305.58 442.06

Depreciation 141.67 136.82

Profit before Taxation 163.91 305.24

Provision for Taxation 39.73 70.55

Short provision for Taxes for earlier years 5.31 0.73

Provision for Deferred Tax 36.60 30.65

Profit after Taxation 82.27 203.31

Balance brought forward from previous year 810.25 606.94

Amount available for appropriation 82.27 203.31

Appropriation

Surplus carried to Balance Sheet 892.52 810.25

DIVIDEND

The Directors do not recommend any dividend for the year under review.

DIRECTORS

Shri Anil Modi, Chairman & Managing Director and Shri Akshay Modi, Executive Director retire by rotation at the ensuing Annual General Meeting, and, being eligible, offers himself for re-appointment.

The Board has recommended to fix the term of Shri Sudhir Shankar Halwasiya, Shri Alok Garg and Shri Sulabh Singal ,the existing Independent Directors of the Company upto March 31. 2019.The Board has also recommended re-appointment of Shri Anil Modi as Managing Director for a further term of five years with effect from January 1, 2015. The particulars of Directors proposed to be appointed/re-appointed, as the case may be, are given in the Corporate Governance Report of this Annual Report.

DEPOSITS

There are no unclaimed deposits and the Company has not accepted any new deposits during the year under review.

AUDITORS

Messrs K. K. Jain & Co., Chartered Accountants, New Delhi , Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board of Directors recommend to the Members of the Company for the reappointment of Messrs. K. K. Jain & Co., Chartered Accountants, as Statutory Auditors of the Company to hold the office for a term of three years from the conclusion of ensuing 40th Annual General Meeting of the Company till the conclusion of 43rd Annual General Meeting of the Company.

ACCOUNTS AND AUDIT REPORT

There are no qualifications made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company. The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

Based on the Audit Committee recommendations at its meeting held on May 30, 2014 and subject to approval by Central Government, the Board recommends the appointment of M/s. Manisha Taiyal & Associates as the Cost Auditors of the Company for the year ended on March 31, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars, as prescribed under sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure which forms part of this report.

PARTICULARS OF EMPLOYEES

During the year, there were no employees who were in receipt of remuneration more than the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PERSONNEL

Identifying employees with high potential to grow and grooming them for competitive positions has been a constant effort of your Company. Your Company aims to be a preferred employer in the industry and remains committed to developing its employees to meet the current and future challenges of the business.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of your Company hereby confirm that:

a) the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures;

b) such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2014 and of the profit of your Company for the year ended on that date;

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

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

CORPORATE GOVERNANCE

Your Company has complied with the requirements and disclosures that have to be made under the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the BSE Limited (BSE) (the "Stock Exchange"). As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock Exchange. A report on Corporate Governance, along with a certificate of compliance from the Statutory Auditors, forms part of this Annual Report. The Chairman & Managing Directors'' declaration regarding compliance with ''Modi Naturals Limited Code of Conduct for Board Members and Senior Management'' is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of the Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its Shareholders, valued customers, banks, Government and Statutory Authorities, Investors and the Stock Exchange for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders and the Promoters of the Company.

On behalf of the Board of Directors

sd/- New Delhi (Anil Modi) July 8, 2014 Chairman & Managing Director

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Mar 31, 2013

To the Members,

The Directors hereby present the 39th Annual Report and Audited Accounts of the Company for the Financial Year ended on March 31, 2013.

PERFORMANCE

The summarized fnancial results for the year ended March 31, 2013 and for the previous year ended March 31, 2012 are as follows: -

(Rs.in Lacs)

2012-13 2011-12

Sales and Other Income 19456.11 16683.19

Proft before interest and depreciation 584.82 346.50

Interest 142.76 157.85

Proft before Depreciation and Tax 442.06 188.65

Depreciation 136.82 137.82

Proft before Taxation 305.50 50.83

Provision for Taxation 70.55 12.49

Short provision for Taxes for earlier years 0.73

Provision for Deferred Tax 30.65 19.15

Proft after Taxation 203.31 19.19

Balance brought forward from previous year 606.94 587.75

Amount available for appropriation 203.31 19.19

Appropriation

Surplus carried to Balance Sheet 810.25 606.94

DIVIDEND

The Directors do not recommend any dividend for the year under review.

DIRECTORS

Shri Sudhir Shankar Halwasiya, retires by rotation at the ensuing Annual General Meeting, and, being eligible, ofers himself for re-appointment. Shri Sulabh Singal was inducted as an Additional Director on the Board with efect from July 30, 2013. His ofce as Additional Director will expire at the ensuing Annual General Meeting. Your Directors recommend appointment of Shri Sudhir Shankar Halwasiya and Shri Sulabh Singal as Directors of the Company.

The Board has recommended revision in the remuneration of Shri Anil Modi, Managing Director and Shri Akshay Modi, Executive Director of the Company with efect from October 1, 2013 for the remainder of their tenure. The Board has also recommended re-appointment of Mr Akshay Modi for a further term of three years with efect from December 15, 2013.

DEPOSITS

The Company has renewed the deposits and there are no unclaimed deposits during the year.

AUDITORS

M/s. K. K. Jain & Co., Chartered Accountants were the statutory auditors of the Company for the year ended on March 31, 2013. They retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s K.K.Jain & Co. have indicated their willingness to be re-appointed as Statutory Auditors of Company. The Board recommends their re-appointment as Statutory Auditors of the Company.

ACCOUNTS AND AUDIT REPORT

There are no qualifcations made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company.

COST AUDITORS

Based on the Audit Committee recommendations at its meeting held on May 30, 2013, the Company has appointed M/s. Manisha Taiyal & Associates as the Cost Auditors of the Company for the year ended on March 31, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars, as prescribed under sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure which forms part of this report.

PARTICULARS OF EMPLOYEES

During the year, there were no employees who were in receipt of remuneration more than the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PERSONNEL

Identifying employees with high potential to grow and grooming them for competitive positions has been a constant efort of your Company. Your Company aims to be a preferred employer in the industry and remains committed to developing its employees to meet the current and future challenges of the business.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of your Company hereby confrm that:

a) the applicable Accounting Standards have been followed in the preparation of fnal accounts and that there are no material departures;

b) such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of afairs of your Company as at March 31, 2013 and of the proft of your Company for the year ended on that date;

c) proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certifcate from M/s K K Jain & Co., Chartered Accountants confrming compliance with Clause 49 of the Listing Agreement has also been included in the Annual Report. Further, as required under the Clause 49, your Company has adopted a ''Code of Conduct and Ethics for its Directors and Senior Executives''.

ACKNOWLEDGEMENTS

The Directors'' express their gratitude to the employees of the Company for their commitment, dedication and support in fulflling Company''s commitments to its customers and thereby contributing to the performance of the Company. They would also like to express their gratitude to various Government/ Regulatory authorities, customers, vendors, Banks and members for their continued understanding and support during the Financial Year ended on March 31, 2013 and look forward to the same in the years to come.

On behalf of the Board of Directors sd/-

Place : New Delhi (Anil Modi)

Date : August 30, 2013 Chairman

---

Mar 31, 2012

To the Members,

The Board of Directors hereby presents the 38th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended 31st March, 2012.

PERFORMANCE

The summarized financial results for the year ended 31st March, 2012 and for the previous year ended 31st March, 2011 are as follows: -

(Rs. in Lacs) 2011-12 2010-11

Sales and Other Income 16683.19 11090.41

Profit before interest and depreciation 346.50 246.85

Interest 157.85 126.20

Profit before Depreciation and Tax 188.65 120.65

Depreciation 137.82 118.02

Profit before Taxation 50.83 2.63

Provision for Taxation 12.49 1.86

Short provision for Taxes for earlier years - 0.49

Provision for Deferred Tax 19.15 (3.63)

Profit after Taxation 19.19 3.91

Balance brought forward from previous year 587.75 583.84

Amount available for appropriation 606.94 587.75

Appropriation

Surplus carried to Balance Sheet 606.94 587.75

DIVIDEND

The Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate of the Auditors, confirming compliance of condition of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

DIRECTORS

Out of the present Directors, Shri Alok Garg, retires by rotation, and, being eligible, offers himself for re-appointment. Your Directors recommend re-appointment of Shri Alok Garg as Director on the Board.

DEPOSITS

The Company has not accepted any fresh deposits during the year.

AUDITORS

The present Auditors M/s. K. K. Jain & Co., Chartered Accountants retire at the conclusion of the Annual General Meeting. They have furnished a certificate u/s 224(1 B) of the Companies Act, 1956 and are eligible for re-appointment. Your Directors recommend re-appointment of M/s K. K. Jain & Co., as Auditors of the Company at the ensuing Annual General Meeting of the company.

ACCOUNTS AND AUDIT REPORT

There are no qualifications made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company.

COST AUDITORS

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated June 3, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the Financial Year. The Cost Audit Order No. 52/26/CAB/2010 dated January 24, 2012 covers your Company's manufacturing operations w.e.f. April 1, 2012. Based on the Audit Committee recommendations at its meeting held on February 9, 2012, the Board has appointed M/s Manisha Taiyal & Associates as the Cost Auditors of the Company for the Financial Year 2012-2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be furnished in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & outgo is annexed herewith & forms part of this report.

GREEN INITIATIVE

Your Company wishes to be a part of green initiative of the Ministry of Corportate Affaires (MCA) so as to contribute towards a greener environment. Your Company proposes to send its annual report and other communications electronically to its shareholders and to enable your Company to do so, it is requested that shareholders may kindly fill in their e-mail ID details (in an enclosure annexed to this Annual Report) and send it back to the Company Secretary / Registrar and Share Transfer Agent of the Company.

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees ) Rules, 1975 as amended.

PERSONNEL

The relations with the employees of the Company continued to be cordial. Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) they have, in the selection of the Accounting policies, consulted the Statutory Auditors and have 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 of the company for that period;

c) they have taken proper and sufficient care to the best of their knowledge and ability 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;

d) they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Director's also thankfully acknowledge the trust and confidence reposed by you in the Company.

On behalf of the Board of Directors

sd/-

Place : New Delhi (Anil Modi)

Date : September 4, 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 36th Annual Report of the Company together with the Audited Accounts for the yearended 31st March, 2010.

OPERATING RESULTS

The summarized financial results for the yearended 31st March, 2010 and for the previous yearended 31st March, 2009 are

as follows: -

(in Lacs)

2009-10 2008-09

Turnover 11580.85 12091.47

Profit before interest and depreciation 403.45 595.69

Interest 136.73 105.96

Depreciation 107.21 78.13

Profit for the year 159.49 411.60

The turnover of the company has gone down from Rs 120.91 croresto Rs 115.81 crores. However, the companys Rice Bran processing has gone up by 12% i.e. from 70857 tons to 79224 tons. The decrease in turnover is actually on account of increase in stock of Finished Goods (from Rs 9.04 crores to Rs 13.08 crores) and fall in Indian edible oil commodity prices.The main reason for a fall in edible oil prices is excessive dumping of vegetable oil market by cheap imported oils - mainly crude palm oil. This has also resulted in decrease of Net Realizable Value of Refined Rice Bran oil by 13% over last year.

On the other hand, the prices of raw materials i.e. mainly Rice Bran have not gone down as significantly as oil prices, resulting in decrease in Gross Profit margin.

OPERATIONS

In the last 2 years, the company has invested over Rs 10 crores for upgrading its production facilities and also setting up new packaging lines. As a result of this there is an increase in financing (from Rs 1.17 crores to Rs 1.47 crores) and depreciation costs (from Rs 0.78 crores to Rs 1.07 crores). The companys new business division called Branded Business has resulted in increase in personnel (from Rs 2.17 crores to Rs 2.66 crores) & administrative expenses (from Rs 0.49 crores to Rs 0.87 crores) of the company. As a result, the companys profit has gone down in current year. However, the benefits of these investments shall occur in coming years.

FOREIGN INSTITUTIONAL INVESTORS

Pursuant to Foreign Investment Promotion Board (FIPB) approval, 26,40,000 optionally convertible warrants have been issued on preferential basis to three Flls on 5,h August 2010. After the conversion of these warrants into equity shares, the paid up capital of the company shall become Rs 11,11,79,340.

GOING FORWARD

The company has structured its operations into three divisions - Branded Business, Bulk Commodities and Value Added Products. The new structure will refocus your companys efforts, unlock embedded value and result in accelerated growth on all fronts. Adetailed report on this is given in the CEOs message.

DIVIDEND

In order to conserve the resources for the growth of the company, the Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate of the Auditors, confirming compliance of condition of corporate governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

DIRECTORS

Out of the present Directors, Shri Alok Garg, retires by rotation, and, being eligible, offers himself for re-appointment. Your Directors recommend re-appointment of Shri Alok Garg on the Board.

DEPOSITS

The company has not accepted any fresh deposits during the year. There were no overdue deposits.

AUDITORS

The present Auditors Messrs K. K. Jain & Co., Chartered Accountants retire at the conclusion of the Annual General Meeting. They have furnished a certificate u/s 224(1 B) of the Companies Act, 1956 and are eligible for re-appointment. Your Directors recommend re-appointment of M/s K.K.Jain & Co., as auditors of the Company at the ensuing Annual General Meeting.

ACCOUNTS AND AUDIT REPORT

The Auditors comment in their Auditors Report at para 3 (vi) along with the management reply is as follows:-

In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit & Loss Account read with the Schedules and Notes thereon and subject to the consequential impact on the result for the year of Note No. B6 of Schedule 23 regarding non-disclosure of additional information required under clause 22 of Chapter V of Micro, Small and Medium Enterprises Development Act, 2006 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

The company has not been able to provide disclosure of additional information as required under clause 22 of Chapter V of Micro, Small and Medium Enterprises Development Act, 2006 due to non receipt of any intimation from its suppliers regarding their status under The Micro, Small and Medium Enterprises Development Act, 2006 and hence the following information required under the said Act could not be provided by the company :-

a) Delayed payments due as at the end of each accounting year on account of principal and interest thereon.

b) Total interest paid on all delayed payments during the year under the provisions of the Act.

c) Interest due on principal amounts paid beyond the due date during the year but without the interest amounts under the act.

d) Interest accrued but not due.

e) Total interest due but not paid.

It may be noted that the company generally makes payment to all its suppliers with in the agreed credit period (less than 45 days) and thus the management is confident that liability of interest under this Act, if any, would not be material.

In response to a Auditors observation at point No. 6 of the Annexure to the Auditors Report, it may be noted that due to inadvertent omission, the return of deposits of the company for the year ended 31 March, 2010 could not be deposited within the stipulated time period. However, the same is being deposited with the Registrar of Companies and Reserve Bank of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be furnished in terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & outgo is annexed herewith & forms part of this report.

DIRECTORSRESPONSIBILITY STATEMENT

In terms of Sec. 217(2AA) of the Companies Act, 1956, the Directors state that>

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. The Directors 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 of the company for the year under review.

c. The Directors 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. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975 as amended.

PERSONNEL

The relations with the employees of the Company continued to be cordial. Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board of Directors

sd/-

Place: New Delhi Anil Modi

Date: 04.09.2010 Chairman