Dear Members,
The Board of Directors present the Company's 43rd Annual Report and the
Company's Audited Standalone and Consolidated Financial Statements for the financial year
ended March 31, 2026.
1. Financial Summary
The Company's financial performance (standalone and consolidated) for the year ended
March 31, 2026, is summarised below: (Rs. in Lakhs)
|
Standalone |
Consolidated |
Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Revenue from operation |
71,032.89 |
49,024.08 |
71,032.89 |
49,024.08 |
Other Income |
567.26 |
325.46 |
569.69 |
327.11 |
Total Revenue |
71,600.15 |
49,349.54 |
71,602.58 |
49,351.19 |
Profit before Finance Cost, |
|
|
|
|
Depreciation / Amortisation, Tax |
12,360.32 |
4,846.67 |
12,361.80 |
4,847.19 |
& Exceptional items |
|
|
|
|
Less: Finance Cost |
870.76 |
582.80 |
870.76 |
582.83 |
Less: Depreciation/Amortisation |
965.02 |
801.45 |
965.02 |
801.45 |
Profit before Exceptional items |
|
|
|
|
|
10,524.54 |
3,462.42 |
10,526.02 |
3,462.91 |
and Tax |
|
|
|
|
Exceptional items |
(830.86) |
(108.32) |
(830.86) |
(108.32) |
Profit before tax |
9693.68 |
3,354.10 |
9,695.16 |
3,354.59 |
Less: Provision for Tax Current |
|
|
|
|
|
2,477.00 |
775.50 |
2,477.18 |
775.75 |
tax |
|
|
|
|
Tax adjustment of previous year |
10.02 |
17.19 |
9.95 |
17.19 |
Deferred tax |
(48.66) |
93.39 |
(45.48) |
93.50 |
Profit after tax |
7,255.32 |
2,468.02 |
7,253.51 |
2,468.15 |
Add: Profit brought forward from |
|
|
|
|
|
20,053.78 |
18,721.51 |
20,058.47 |
18,726.07 |
the previous year |
|
|
|
|
Profit available for |
|
|
|
|
|
27,309.10 |
21,189.53 |
27,311.98 |
21,194.22 |
appropriation |
|
|
|
|
Less: Interim Dividend/Final |
|
|
|
|
|
1,460.25 |
1,135.75 |
1,460.25 |
1,135.75 |
Dividend |
|
|
|
|
Balance carried over to |
|
|
|
|
|
25,848.85 |
20,053.78 |
25,851.73 |
20,058.47 |
Balance Sheet |
|
|
|
|
2. Operations and State of Affairs of the Company
Highlights of the Company's financial performance for the year ended March 31, 2026, on
Standalone basis are:
The Revenue from operations increased by 44.89% to Rs. 71,032.89 Lakhs in the financial
year ended March 31, 2026 as compared to Rs. 49,024.08Lakhs for the preceding financial
year.
Profit Before Tax of the current financial year increased by 189.01% to Rs. 9,693.68
Lakhs as compared to Rs. 3,354.10 Lakhs for the preceding financial year.
The Company's Net Profit of the current financial year increased by 193.97% to Rs.
7,255.32 Lakhs as compared to Rs. 2,468.02 Lakhs for the preceding financial year.
Highlights of the Company's financial performance for the year ended March 31, 2026, on
consolidated basis are:
The Revenue from operations increased by 44.89% to Rs. 71,032.89 Lakhs in the financial
year ended March 31, 2026 as compared to Rs. Rs. 49,024.08 Lakhs for the preceding
financial year.
Profit Before Tax of the current financial year increased by 189.01% to Rs. 9,695.16
Lakhs as compared to Rs.3,354.59 Lakhs for the preceding financial year.
The Company's Net Profit of the current financial year increased by 193.88% to 7,253.51
Lakhs as compared to Rs.2,468.15 Lakhs for the preceding financial year.
Export Highlights
The export turnover (FOB), including exports in Rupees, stood at 8,216.25 Lakhs
compared to Rs.7,766.79 Lakhs in the corresponding previous year, reflecting an increase
of 5.79%.
3. Dividend
Your Board of Directors had declared and paid an Interim Dividend of Rs. 2.50 (Two
Rupee and Fifty Paisa only) per Equity Share of Rs. 1/- (Rupees One only) each; being 250%
(Two Hundred and Fifty percent) of the total paid up Equity Share Capital of the Company,
amounting to Rs. 811.25 Lakhs for the financial year 2025-26.
Your Directors are pleased to recommend, for the approval of the shareholders, a final
dividend of Rs. 3.00 (Rupees Three only) per equity share of face value Rs. 1.00 (Rupee
One only) each, equivalent to Three Hundred Percent of the paid-up equity share capital of
the Company, for the financial year ended March 31, 2026. The total dividend outgo on
account of the proposed final dividend would amount to Rs. 973.50 Lakhs (Rupees Nine
Hundred Seventy-Three Lakhs and Fifty Thousand only).
The dividend, subject to the approval of the Members at the Annual General Meeting
("AGM") scheduled to be held on Tuesday, July 21, 2026, will be paid within a
period of thirty (30) days from the date of AGM to the Members whose names appear in the
Register of Members, as on the Record Date, i.e. Tuesday, July 14, 2026.
Pursuant to the Finance Act, 2020, as amended from time to time, dividend income is
taxable in the hands of the Members, and the Company is required to deduct tax at source
from dividend paid to the Members at prescribed rates as per the Income Tax Act, 2025.
4. Transfer to Reserves
During the year under review, no amount has been transferred to the Reserves of the
Company. Please refer to Statement of changes in Equity in the Standalone Financial
Statement of the Company for details pertaining to changes during the year in Other
Equity.
5. Share Capital: i). Paid-up Share Capital
The Paid-up Share Capital of the Company as on March 31, 2026, was Rs. 3,24,50,000/-
(Rupees Three Crore Twenty-Four Lakhs Fifty Thousand only) comprising of 3,24,50,000
(Three Crore Twenty-Four Lakhs Fifty Thousand) Equity Shares of Re. 1/- (Rupee One only)
each.
ii). Authorised Capital
As of March 31, 2026, the Authorised Share Capital of the Company stood at Rs.
10,00,00,000/- (Rupees Ten Crores Only). There was no change in the Authorised Capital of
the Company during the year under review.
Your Company has neither issued any shares with differential rights as to dividends,
voting or otherwise nor issued any sweat equity shares during the year under review.
6. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing Regulations'), is presented in separate section,
forming part of this Integrated Annual Report.
7. Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 (the "Act"), the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), and Indian Accounting Standard (Ind
AS) 110-Consolidated Financial Statements, the Audited Consolidated Financial Statements
of the Company for the financial year ended March 31, 2026, form an integral part of this
Integrated Annual Report.
8. Subsidiary, Joint Venture and Associate Companies
As on March 31, 2026, the Company had one wholly owned subsidiary, namely M/s. Modison
HV Private Limited. A statement containing the salient features of the financial
statements of the subsidiary, in accordance with Section 129(3) of the Act, is provided in
Form AOC-1 as Annexure A to this Report.
M/s. Modison Solartech Private Limited (formerly known as Modison Hitech Private
Limited) ceased to be a subsidiary of the Company with effect from June 09, 2025.
The Audited Financial Statements including the Consolidated Financial Statement of the
Company and all other documents required to be attached thereto are available on the
Company's website and can be accessed at www.modisonltd.com.The financial statements of
the subsidiary companies, as required, are available on the Company's website and can be
accessed at www.modisonltd.com.
The Company has in place a Policy for determining Material Subsidiaries. The Policy is
available on the Company's website and can be accessed at www.modisonltd.com. The Company
does not have any material subsidiaries.
The Company does not have any joint venture or associate company.
9. Secretarial Standards
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.
10. Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the Securities and Exchange
Board of India ('SEBI').
The report on Corporate Governance as stipulated under the Listing Regulations forms
part of the Integrated Annual Report. The Certificate from a Statutory Auditors confirming
compliance with the conditions of Corporate Governance is attached to the report on
Corporate Governance.
11. Contracts or arrangements with Related Parties
All contracts, arrangements and transactions entered into with related parties during
the year were in the ordinary course of business and on an arm's length basis.
During the year under review, the Company entered into certain transactions with
related parties that were considered material in accordance with the Company's Policy on
Materiality of Related Party Transactions. Details of such transactions are provided in
Form AOC-2, annexed as Annexure B to this Report.
The Company has in place a Policy on Materiality of Related Party Transactions and on
dealing with Related Party Transactions, which is available on its website at
www.modisonltd.com.
There were no materially significant related party transactions that could have a
potential conflict with the interests of the Company at large.
Members are requested to refer to Note No. 43 to the Standalone Financial Statements
for related party disclosures in accordance with Ind AS.
12. Risk Management
The Company has in place Risk Management Committee which has established a robust Risk
Management Policy and has been entrusted with the responsibility to assist the Board in;
(a) Overseeing and approving the Company's enterprise wide risk management framework; and
(b) Overseeing all the risks that the organisation faces such as strategic, financial,
market, security, operational, personnel, IT, legal, regulatory, reputational and other
risks.
The Risk Management Committee has identified and assessed all the material risks that
may be faced by the Company and ensured proper policy, procedure and adequate
infrastructure are in place for monitoring, mitigating and reporting risks on a periodical
basis.
13. Public Deposits
During the year under review, the Company has neither accepted nor renewed deposits
from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013
(the "Act"), read together with the Companies (Acceptance of Deposits) Rules,
2014. Hence, the requirement for furnishing of details relating to deposits covered under
Chapter V of the Act or the details of deposits which are not in compliance with Chapter V
of the Act is not applicable.
14. Particulars of Loans, Guarantees or Investments
The details of Loan given and investments made by the Company under Section 186 of the
Act, Regulation 34(3) and Schedule V of the SEBI Listing Regulations forms part of this
Annual Report in the Notes 8 and 9 to the Standalone Financial Statements for the
Financial Year ended March 31, 2026.
Further, your Company has not given any guarantee or provided any security which are
covered under the provisions of Section 186 of the Act during the year under review
15. Internal Financial Controls
Internal Financial Controls are an integral part of the risk management framework and
process that address financial and financial reporting risks. The key internal financial
controls have been documented, automated wherever possible and embedded in the business
process. The Company has in place adequate internal financial controls with reference to
financial statement.
The Company believes that these systems provide reasonable assurance that the Company's
internal financial controls are adequate and are operating effectively as intended.
The Audit Committee on a quarterly basis reviews the adequacy and effectiveness of the
Company's Internal Controls and monitors the implementation of audit recommendations, if
any.
16. Directors and Key Managerial Personnel
i). Directorate
The Board as on March 31, 2026, comprised of 6 (Six) Directors out of which 3 (three)
are Independent Directors and 3 (three) are Executive Directors.
a. Appointments/ Re-appointments and Retirement by rotation
Appointment of Mr. Nandkishore Bafna (DIN:00019372) as Non- Executive Independent
Directors
Based on the recommendation of the Nomination and Remuneration Committee, which had
duly evaluated the skills, experience and expertise required on the Board, and in
accordance with the provisions of the Companies Act, 2013 ("the Act") read with
the Articles of Association of the Company, the Board of Directors approved the
appointment of Mr. Nandkishore Bafna (DIN: 00019372) as a Non-Executive Independent
Director at its meeting held on Thursday, August 14, 2025, with effect from November 1,
2025, subject to the approval of the Members of the Company.
The aforesaid appointment was subsequently approved by the Members of the Company on
Saturday, October 25, 2025, by way of Postal Ballot conducted exclusively through remote
e-voting. Details in this regard are provided in the Report on Corporate Governance
forming part of this Integrated Annual Report.
Mr. Nandkishore Bafna was appointed as a Non-Executive Independent Director for a term
of five consecutive years, commencing from November 1, 2025 up to October 31, 2030, and
shall not be liable to retire by rotation.
Retirement by rotation and subsequent re-appointment
In terms of Section 152 of the Act, Mr. Rajkumar Mohanlal Modi (DIN: 00027449), who was
liable to retire by rotation, was re-appointed by the Members at 42nd Annual
General Meeting held on Tuesday, September 09, 2025 .
In accordance with the provisions of Section 152 of the Act, and the Articles of
Association of the Company, Mr. Kumar Jay Modi (DIN: 00059396), Director of the Company,
is liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
has offered himself for re-appointment. The Board of Directors, on the recommendation of
the Nomination & Remuneration Committee, has recommended his re-appointment.
The information as required to be disclosed under Regulation 36 of the Listing
Regulations and Secretarial Standard on General Meetings ('SS-2') in relation to Directors
liable to retire by rotation is provided in the Notice of ensuing Annual General Meeting,
forming part of this Integrated Annual Report. b. Retirement / Cessation
Mr. Ashok Shantilal Jatia (DIN: 07209136) completed his tenure as a Non-Executive
Independent Director of the Company, having served two consecutive terms from November 2,
2015 to November 1, 2025, and consequently ceased to be an Independent Director of the
Company with effect from the close of business hours on November 1, 2025.
Your Board places on record its sincere appreciation for the valuable contributions
made by Mr. Ashok Shantilal Jatia during his tenure as a Non-Executive Independent
Director of the Company.
ii). Key Managerial Personnel ("KMPs")
As on March 31, 2026, the following are the Key Managerial Personnel of the Company as
per the provisions of the Act and rules made thereunder:
Mr. Murlidhar Narayan Nikam, Chief Executive Officer Mr. Ramesh Mangilal Kothari, Chief
Financial Officer
Ms. Pooja Birendra Sinha, Company Secretary & Compliance Officer
iii). Board Independence
In the opinion of the Board, all the Independent Directors on the Board possess
requisite qualifications, experience (including proficiency, as applicable) and expertise
and hold highest standards of integrity.
The Company has received declarations from all the Independent Directors of the Company
confirming that: i) they meet the criteria of independence prescribed under the Act and
the Listing Regulations; and ii) they have registered their names in the Independent
Directors' Databank.
All Independent Directors have affirmed compliance to the code of conduct for
Independent Directors as prescribed in Schedule IV to the Act.
The terms and conditions of appointment of the Independent Directors are placed on the
website of the Company and can be accessed at: www.modisonltd.com
Mr. Jayant Govindrao Kulkarni, Ms Preeti Arvind Shah and Mr. Nandkishore Bafna serve as
the Independent Directors on the Board of the Company as on March 31, 2026. Further, the
details of the membership of committees and the qualifications and expertise of all the
Directors are covered in the Report on Corporate Governance which forms part of this
Integrated Annual Report. iv). Board Effectiveness
(a) Performance Evaluation
The Nomination & Remuneration Committee has established criteria for evaluating the
performance of the Board, its Committees, and individual Directors, including Independent
Directors. These criteria encompass various aspects such as the adequacy of the Board's
and Committees' composition, Board culture, and the execution of duties and governance
responsibilities.
In accordance with the Act, Regulation 17 of the SEBI Listing Regulations, and the SEBI
Guidance Note on Board Evaluation, the Committee and the Board conducted the annual
performance evaluation using predefined templates. This evaluation covered the performance
of the Board, its Committees, and individual Directors based on parameters such as
engagement and contribution, independence of judgment, and the protection of the
Shareholders' and Company's interests.
The Board of Directors has expressed its satisfaction with the evaluation process
(b) Familiarisation Programme for Independent Directors
In compliance with Section 149 read with Schedule IV of the Act, and Regulation 25 of
the SEBI Listing Regulations, the Company ensures that its Independent Directors are
familiarised with their roles, rights, and responsibilities, as well as the nature of the
industry, the Company's business model, and key operational aspects.
To facilitate this, periodic presentations are made to the Board and its Committees,
covering business and performance updates, operational strategies, developments in the
global business environment, and the associated risks and mitigation measures undertaken
by the Company.
Details of such familiarisation programmes for the Independent Directors are available
on the website of the Company www.modisonltd.com .
17. Number of Meetings of the Board and its Committees
In the ordinary course of business, meetings of the Board and its Committees are
convened to deliberate on key matters including business strategy, financial performance,
digital transformation, governance, and other operational issues.
A tentative schedule of Board and Committee meetings for the upcoming financial year is
shared with Directors in advance, enabling them to plan their participation effectively.
In addition, to address time-sensitive matters, certain proposals are approved by
circulation, ensuring prompt decision-making in urgent situations.
Board Meetings
During the Financial Year 2025 26, the Board of Directors met Seven (7) times. Details
regarding these meetings, including Director Attendance, are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report. The time gap between
meetings complied with the requirements of the Act and SEBI Listing Regulations.
Board Committees
As part of its commitment to sound corporate governance and in accordance with the
provisions of the Act and SEBI Listing Regulations, the Board has constituted several
Committees. Currently, the Company has 6 (six) Board-level Committees, each established to
address specific business needs and ensure compliance with applicable laws and regulatory
requirements.
i) Audit Committee; ii) Nomination & Remuneration Committee; iii) Stakeholders'
Relationship Committee; iv) Corporate Social Responsibility Committee; v) Risk Management
Committee vi) Finance Committee
The composition, terms of reference, number of meetings held and business transacted by
the Committees are mentioned in the Report on Corporate Governance which forms part of
this Integrated Annual Report.
The Share Transfer Committee was originally constituted to approve and oversee matters
relating to transfer and transmission of shares, issuance of duplicate share certificates,
and other related matters.
In view of the current operational framework, wherein share transfers are largely
carried out in dematerialised form and processed electronically through depositories, the
requirement for a separate Share Transfer Committee has significantly reduced.
Accordingly, the Share Transfer Committee was dissolved with effect from August 14,
2025, and all matters relating to share transfer, transmission, issue of duplicate share
certificates and other related matters shall henceforth be placed before the Stakeholders'
Relationship Committee and/or the Board of Directors, as may be appropriate.
Separate Meeting of Independent Directors
As stipulated under Section 149(8) read with Schedule IV of the Act, 2013 and
Regulation 25 of Listing Regulations, 1 (one) separate meeting of Independent Directors
was held on February 02, 2026, to review the performance of the Chairperson (the
Chairperson left the meeting for this particular agenda, as the Chairperson is an
Independent Director), other Non-Independent Directors, various Committees of the Board
and the Board as a whole.
The Independent Directors also reviewed the quality, content and timeliness of the flow
of information from the management to the Board and its committees which is necessary to
perform reasonably and discharge their duties. The meeting was attended by all the
Independent Directors of the Company.
Reconstitution of Committees
During the year under review, and on the recommendation of the Nomination &
Remuneration Committee, the Board of Directors reconstituted various Committees of the
Board with effect from November 1, 2025, in lieu of the completion of the tenure of Mr.
Ashok Shantilal Jatia and the appointment of Mr. Nandkishore Bafna.
The details and composition of the all above Committees of the Board are given in the
report on Corporate Governance, which forms part of this Integrated Annual Report.
18. Particulars of Directors and Employees
The table containing names and other particulars of Directors in accordance with the
provision of Section 197(12) of the Act read with Rule 5(i) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure C.
The statement containing particulars of employees as required under provision of
Section 197(12) of the Act read with Rule 5(i) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report.
Further, the report and the accounts are being sent to Members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection.
Any member interested in obtaining a copy of the same may write to the Company Secretary
& Compliance Officer at shareholder@modison.com .
19. Transfer of Unpaid/ Unclaimed Dividend and Equity Shares to the Investor Education
and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") read with the relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of 7 (seven) years from the due date
is required to be transferred by the Company to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government.
Further, according to the IEPF Rules, all the shares in respect of which any dividend
has not been claimed by the Members for 7 (seven) consecutive years or more shall also be
transferred by the Company to the designated Demat Account of the IEPF Authority
("IEPF Account") within a period of 30 (thirty) days of such shares becoming due
to be transferred to the IEPF Account.
Your Company gives advance notice/intimations to the Members of the Company to claim
their unclaimed dividend and underlying shares.
Transfer of Unpaid/ Unclaimed Dividend to the IEPF :An amount of 46,260/- (Rupees Forty
Six Thousand Two Hundred and Sixty Only), lying in the Company's Unpaid/Unclaimed Dividend
Account pertaining to the final dividend declared for the financial year 2017 18, was
transferred to the Investor Education and Protection Fund (IEPF) Authority on October 10,
2025. The relevant details are available on the Company's website at www.modisonltd.com.
Transfer of Equity Shares to the IEPF: There were no equity shares eligible for
transfer to the Investor Education and Protection Fund (IEPF) during the year under
review.
Transfer of Dividend on account of Equity Shares transferred to the fund: In accordance
with the interim dividend declared during the financial year 2025 26 by the Board of
Directors at its meeting held on December 2, 2025, the dividend amounting to 16,558/-
(Rupees Sixteen Thousand Five Hundred and Fifty-Eight Only), pertaining to equity shares
transferred to the designated demat account of the Investor Education and Protection Fund
(IEPF) Authority, was credited to the IEPF by the Company on December 17, 2025.
20. Auditors
Statutory Auditors
M/s. M L BHUWANIA AND CO LLP, Chartered Accountants (ICAI Firm Registration Number
105047W) were appointed as Statutory Auditors of the Company by the Members at the 39th
Annual General Meeting held on July 06, 2022, to hold office as Statutory Auditors for a
term of 5 (Five) consecutive years, i.e. till the conclusion of 44th Annual
General Meeting scheduled to be held for the financial year 2026-2027.
The Auditor's Report on the Standalone and Consolidated Financial Statements of the
Company for the financial year ended March 31, 2026, forms part of this Integrated Annual
Report. The said report was issued by the Statutory Auditors with an unmodified opinion
and does not contain any qualifications, reservations, or adverse remarks. The Auditor's
Report is self-explanatory and, therefore, does not call for any further comments or
explanations.
During the year under review, the Statutory Auditors have not reported any instance of
fraud under Section 143(12) of the Companies Act, 2013.
The Audit Committee reviews the independence and objectivity of the Auditors and the
effectiveness of the Audit process.
The Representative(s) of Statutory Auditors attends the Annual General Meeting of the
Company.
Cost Auditors
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, your Company is required to maintain cost records as specified by
the Central Government. Accordingly, the Company has maintained cost accounts and records
in the prescribed manner. The records maintained by the Company under Section 148 of the
Act are required to be audited by a Cost Accountant.
The Board of Directors of the Company on the recommendation of Nomination &
Remuneration Committee, re-appointed M/s. N. Ritesh & Associates, Cost Accountants,
Mumbai (FRN: R100675) as Cost Auditors of the Company on May 27, 2025, to conduct audit of
cost records of the Company for the financial year 2025-26, subject to the ratification of
fees by the Members at the Annual General Meeting. Accordingly, the Members at their 42nd
Annual General Meeting held on September 09, 2025, rectified the remuneration of Cost
Auditors to Rs. 60,000/- (Rupees Sixty Thousand only) plus taxes for the financial year
2025-26.
M/s. N. Ritesh & Associates have confirmed that the cost records for the Financial
Year ended March 31, 2026, are free from any disqualifications as specified under Section
141(3) and proviso to Section 148(3) read with Section 141(4) of the Act. They have
further confirmed their independent status.
M/s. N. Ritesh & Associates are eligible for re-appointment and the Company has
received confirmation from them to the effect that they are not disqualified from acting
as Cost Auditors of the Company.
The Board of Directors at their Meeting held on May 22, 2026, based on the
recommendation of the Audit Committee, approved the appointment of M/s. Ritesh &
Associates, Cost Accountants, Mumbai (FRN: R100675) as the Cost Auditors of the Company to
conduct audit of the cost records of the Company for the financial year 2026-27. A
remuneration of Rs. 60,000 (Rupees Six thousand Only) plus applicable taxes, has been
fixed for the Cost Auditors subject to the ratification of such fees by the Members at the
ensuing Annual General Meeting.
Accordingly, the matter relating to the ratification of the remuneration payable to the
Cost Auditors for Financial Year 2026-27 will be placed at the ensuing Annual General
Meeting scheduled to be held on Tuesday, July 21, 2026.
Secretarial Auditors
The Board of Directors at its meeting held on August 13, 2024, on the recommendation of
Audit Committee has proposed to re-appointed M/s. Ragini Choksi, Company Secretaries,
Mumbai, as Secretarial Auditors of the Company to conduct the Secretarial Audit for the
period of five (5) financial year i.e. from FY 2025-26 till FY 2029-30, subject to
approval of Members at their Annual General Meeting.
Accordingly, the matters relating to the appointment of Secretarial Auditors was placed
at the 42nd Annual General Meeting convened on September 09, 2025 and said
proposal was approved by the Shareholders of the Company.
The Secretarial Audit Report for March 31, 2026, in Form MR-3 is annexed herewith as
Annexure D to this Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with
SEBI Circulars issued in this regard, the Company has undertaken an audit for the
Financial Year 2025-26 for all applicable compliances as per SEBI Regulations and
circulars/ guideline issued thereunder.
Further, the wholly-owned subsidiary of the Company as mentioned above are not material
unlisted subsidiary. Therefore, the provisions regarding the Secretarial Audit as
mentioned in Regulation 24A of the SEBI Listing Regulations, do not apply to such
subsidiary.
Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, the
Board of Directors, at its meeting held on February 13, 2025, appointed M/s. V Singhi
& Associates, Chartered Accountants (FRN: 311017E), Mumbai, as the Internal Auditors
of the Company for the financial year 2025 26.
The Internal Auditors submitted their reports to the Audit Committee on a quarterly
basis. Based on the observations and recommendations contained therein, the Management
implemented necessary corrective measures in the respective areas, thereby further
strengthening the internal control systems. Significant audit observations, along with the
corresponding corrective actions taken thereon, were periodically placed before the Audit
Committee for its review and consideration.
The Board of Directors at their meeting held on February 02, 2026, has re-appointed
M/s. V Singhi & Associates, Chartered Accountants (FRN: 311017E), Mumbai, as the
Internal Auditors of your Company for the Financial Year 2026-27 to review various
operations of the Company at remuneration of Rs. 800,000/- (Rupees Eight Lakhs only) plus
applicable taxes.
21. Annual Return:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company for the Financial Year ended March 31, 2026 is available on the website of the
Company www.modisonltd.com
22. Prevention of Sexual Harassment at Workplace
In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and the rules
made thereunder, the Company has in place a policy that mandates zero tolerance towards
any conduct amounting to sexual harassment of women at the workplace.
The Company has constituted an Internal Complaints Committee (ICC) to address and
redress complaints arising under the POSH Act. Further, training and awareness programmes
are regularly conducted to promote sensitivity and ensure a safe and respectful workplace
environment.
The Internal Complaints Committee was reconstituted on February 2, 2026, consequent
upon the resignation and completion of tenure of an existing member.
The revised composition of ICC;
Name |
Designation |
1) Ms. Preeti Arvind Shah |
Presiding Officer |
2) Mrs. Prabha Bolinjkar |
Member |
3) Mr. Murlidhar Nikam |
Member |
4) Mr. Bapu Ghandat |
Member |
23. Directors' Responsibility Statement:
Your directors to the best of their knowledge and belief and according to the
information and explanations obtained by them and as required under Section 134(3) read
with Section 134(5) of the Act state that:
i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any; ii)
they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year March 31, 2026 and
of the profit of the Company for that period; iii) they have taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; iv) they have prepared the annual accounts on a going
concern basis; v) they have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
24. Disclosure with Respect to Demat Suspense Account / Unclaimed Suspense Account:
The Company does not have any of its securities lying in Demat / unclaimed suspense
account arising out of public / bonus / right issues as at March 31, 2026. Hence, the
particulars relating to aggregate number of shareholders and the outstanding securities in
suspense account and other related matters does not arise.
25. Vigil Mechanism / Whistle Blower Policy:
Over the years, the Company has earned a strong reputation for conducting its business
with integrity and upholding a zero-tolerance policy towards unethical practices. This
steadfast commitment has fostered a positive work environment and strengthened trust and
credibility among stakeholders.
The Company has adopted Vigil Mechanism / Whistle blower Policy for Directors and
employees in accordance with the provisions of Section 177 of the Act and Regulation 22 of
the Listing Regulations to deal with instance of fraud and mismanagement, if any. It also
provides adequate safeguards against victimization of directors or employees or any other
person who avails the mechanism and it provides for direct access to the Chairman of the
Audit Committee in exceptional cases.
We affirm that during the financial year under review, no employee or director was
denied access to the Chairman of the Audit Committee.
The details of the Vigil Mechanism are provided in the report on Corporate Governance
and the policy can be can be accessed at www.modisonltd.com
26. Corporate Social Responsibility
The Company believes that economic value and social value are inherently
interconnected, and remains committed to nurturing an interdependent ecosystem comprising
diverse stakeholders. Recognizing the pivotal role corporates play in driving social
change, Modison has maintained a flexible and responsive approach to its social and
developmental mandate, aligning its efforts with evolving societal challenges.
The Company has constituted a CSR Committee in terms of the requirements of Section 135
of the Act, 2013 read with the rules made thereunder. Details of the same is provided in
the Corporate Governance Report which forms part of this Annual Report. The Company's CSR
Policy is available on the website of the Company and can be accessed at
www.modisonltd.com
The Chief Financial Officer of the Company has certified that CSR funds disbursed for
the projects have been utilised for the purposes and in the manner as approved by the
Board.
The details of the initiatives taken by the Company as per the provisions of Rule 8 of
the Companies (Corporate Social Responsibility) Rules, 2014, as amended are given in
Annexure E, which forms part of this Report.
27. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information relating to Conservation of Energy, Technology Absorption, Foreign
Exchange earnings and outgo is given in Annexure F, which forms part of this Report
28. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions / events on these matters during the year
under review No fraud has been reported by the Auditors to the Audit Committee or the
Board. There has been no change in the nature of business of the Company. Issue of
debentures / bonds / warrants / any other convertible securities. Scheme of provision of
money for the purchase of its own shares by employees or by trustees for the benefit of
employees. There was no instance of one-time settlement of loans / financial assistance
taken from Banks or Financial Institutions, hence the Company was not required to carry
out valuation of its assets for the said purpose. No significant or material orders were
passed by the Regulators or Courts or Tribunals which impact the going concern status and
Company's operations in future. No material changes and commitments affecting the
financial position of the Company which occurred between the end of the Financial Year of
the Company to which the financial statements related to and date of this report. There is
no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
29. Acknowledgement
The Board of Directors wishes to place on record its sincere appreciation for the
dedicated and committed services rendered by all employees of the Company during the year
under review.
The Board also expresses its heartfelt gratitude for the continued support, assistance,
and cooperation received from the Company's Customers, Vendors, Bankers, Statutory and
Regulatory Authorities, Stock Exchanges, and Members, which has been instrumental in the
Company's performance and progress.
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