Your Director's have pleasure in presenting the Thirty Nineth Annual Report of your Company along
with the Audited Statement of Accounts for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended on 31^st March, 2025 and
31^st March, 2024 are summarized below:-

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

The Highlights of the Company's performance for the year ended on March 31, 2025 are as under:

^ Value of Sales decreased to Rs. 164.50 lakhs (PY Rs. 493.05 lakhs)

^ Value of Job Work Services increased to Rs. 870.22 lakhs (PY Rs. 787.80 lakhs)

^ Value of Other Income decreased to Rs. 163.49 lakhs (PY Rs. 247.61 lakhs)

^ PBDIT decreased to Rs.168.59 lakhs (PY of Rs. 201.55 lakhs)

^ PBT decreased to Rs. 121.15 lakhs (PY Rs. 319.38 lakhs)

^ Net Profit decreased to Rs. 94.28 lakhs (PY Rs. 300.04 lakhs)

The decrease in PBT and Net Profit is majorly due to profit of Rs. 163.96 Lakhs on sale of land being
an exceptional item during the previous year.

DIVIDEND

The Board has not recommended dividend for the year ended 31^st March, 2025.

TRANFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit in the profit and loss
account. Accordingly, the Company has not transferred any amount to the Reserves for the year
ended March 31, 2025.

AUDITORS & AUDITORS' REPORT

A. Statutory Auditors

M/s. R K Govil & Co., Chartered Accountants, (Firm Registration No.: 000748C) were appointed as
statutory auditors of the Company from the conclusion of the 36^th Annual General Meeting (AGM) of
the Company held on September 30, 2022 till the conclusion of the 41^st Annual General Meeting to
be held in the year 2027.

B. Secretarial Auditors

M/s. Deepak Bansal & Associates, Company Secretaries, were appointed as Secretarial Auditors to
conduct Secretarial Audit of the Company for financial year 2024-25. The Secretarial Audit Report is
annexed to this Report as Annexure I and forms part of the Annual Report.

C. Cost Audit

In terms of provision of section 148(1) of the Companies Act, 2013 read with rule 4 of the Companies
(Cost Records and Audit) Rules, 2014, the Company was not required to maintain cost records for
the financial year 2024-25.

D. Internal Auditors

M/s. B.R.Maheswari & Co., Chartered Accountants, (FRN 001035N), were Internal Auditors of the
Company for the financial year 2024-25. The Board has continued their appointment, as Internal
Auditors of the Company for the financial year 2025-26.

EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS:

a) By Statutory Auditors:

There are no qualifications made by the Auditors in their Report dated 28^th May, 2025 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.

b) By Secreta ria l Auditors:

The observations made in the report are self-explanatory and do not require any further
explanation from the Board.

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

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo for the year ended 31^st March, 2025 is annexed
to this report as Annexure II and forms part of this report.

PARTICULARS OF EMPLOYEES

The information required under Rule 5 (2) and (3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is not required as there was no employee on
the payroll of the Company receiving remuneration in excess of limit prescribed under the said rules.

CORPORATE GOVERNANCE

A report on the Company's Corporate Governance practices and the Auditor's Certificate on
compliance of mandatory requirements thereof forms part of this Report as Annexure III and is also
available on the website of the Company at www.modisteel.com

All Board members and Senior Management personnel have affirmed compliance with the Code of
Conduct for the year 2024-25. A declaration to this effect signed by the Managing Director (CEO) of
the Company is annexed to this Report.

The Managing Director and CFO have certified to the Board regarding the financial statements and
other matters as required under regulation 17 (8) of the SEBI Listing Regulations, 2015 and the same
forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,
Management Discussion & Analysis Report forms part of this Annual Report and is annexed to this
report as Annexure IV and is also available on the website of the Company at www.modisteel.com

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Independent Directors of the Company are:

• Mr. Anirudh Vimalkumar Goenka

• Mr. Anantshri Gupta

• Mrs. Kanupriya Gupta

In terms of Section 203 of the Act, the following are designated as Key Managerial Personnel of your
Company by the Board:

• Mr. Pawan Kumar Modi, Managing Director cum Chief Financial Officer

• Mr. Vandana Gupta, Company Secretary

In terms of section 152 of the Act and applicable provisions of Articles of Association of the
Company, Mr. Vasu Modi, Director retires by rotation and is eligible for re-appointment. The Board
recommends his re-appointment as Director of the Company.

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.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received the declaration under section 149(7) of the Companies Act, 2013 from
each of the Independent Directors of the Company that he/she meets the criteria of independence
as per provision of section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In
the opinion of the Board of Directors, all the Independent Directors are proficient and having
expertise and acumen to shoulder the responsibilities conferred on the Independent Directors of the
Company.

BOARD MEETINGS & ATTENDACE OF DIRECTORS

During the Financial Year 2024-25, 4 (Four) Board Meetings were held and the gap between two
meetings did not exceed four months. The Board Meetings were held on 30.05.2024, 13.08.2024,
14.11.2024 and 12.02.2025.

EVALUATION OF BOARD, COMMITTEES & DIRECTORS' PERFORMANCE

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 committee.

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.

NOMINATION & REMUNERATION POLICY

The broad terms of reference of the Nomination and Remuneration Committee ("NRC") of the
Company are as under:

a) To identify suitable persons, interview them, if necessary, and recommend them as suitable
candidates to fill up vacancies on the Board or augment the Board and Senior Management.

b) To develop a policy to ensure the optimum composition of the Board of Directors ensuring a
mix of knowledge, experience and expertise from diversified fields of knowledge i.e. Policy
on Board Diversity. The Policy also intends to add professionalism and objectivity in the
process of deciding Board membership.

c) To lay down criteria for the evaluation of the Board.

d) To formulate a criteria for determining qualifications, positive attributes and independence
of a Director and recommend to the Board a Policy thereon.

e) To formulate criteria for evaluation of Directors.

The company has adopted a Nomination and Remuneration Policy as recommended by "NRC" and
the objective of Nomination and Remuneration Policy is to ensure rationale and objectivity in the
remuneration of the Directors, Senior Management & employees of the Company. The Policy also
intends to bring in a pragmatic methodology in screening of candidates who may be recommended
to the position of Directors and to establish effective evaluation criteria to evaluate the performance
of every Director and the overall Board of the Company. The Policy also serves as a guiding principle
to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors
of the Company. The Nomination and Remuneration Policy as adopted by your Director's is available
at the website of the Company at www.modisteel.com

Matching the needs of the Company and enhancing the competencies of the Board are the basis for
the Nomination and Remuneration Committee to select a candidate for appointment to the Board.

The current policy is to have a balanced mix of executive and non-executive Independent Directors
to maintain the independence of the Board and separate its functions of governance and
management. As at March 31, 2025 the Board of Directors comprised of six Directors, of which three
are non-executive, including one women director. The number of Independent Directors is three.

The policy of the Company on Directors' appointment, including criteria for determining
qualifications, positive attributes, independence of a Director and other matters, as required under
sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy.
The remuneration paid to the directors is in accordance with the remuneration policy of the
Company.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL ETC.

In terms of provision of Section 197(12) of the Companies Act, 2013 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 is annexed to this report as Annexure V and forms part of this Annual
Report.

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.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the FY 2024-25 pursuant to SEBI Circular No.
CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the
Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The
Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchanges on May
28, 2025 which is within 60 days of the end of the financial year ended March 31, 2025.

SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of
Companies Secretaries of India during the year.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company for the year ended on 31^st March, 2024 has been uploaded on
the website of the Company. Further, Annual Return for the year ended on 31^st March, 2025 will be
uploaded soon after filing with same with Ministry of Corporate Affairs. It can be accessed at
https://modisteel.com/annual-return/

FRAUD REPORTING

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.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operations. To maintain its objectivity and independence, the Internal Audit function reports to
the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
at all locations of the Company. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby strengthen the controls. Significant
audit observations and recommendations along with corrective actions thereon are presented to the
Audit Committee and the Board.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE
INFORMATION

Your Company has adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information" 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. 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.

WHISTLE BLOWER/VIGIL MECHANISM

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct to
report to the management instances of unethical behaviour, actual or suspected, fraud or violation
of the Company's code of conduct or ethics policy. The Code of Conduct of your Company serves as a
guide for daily business interactions, reflecting your Company's standard for appropriate behavior
and living Corporate Values. The Vigil Mechanism provides a mechanism for employees of the
Company to approach the Chairman of the Audit Committee of the Company.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of your company during the year.

CHANGE IN SHARE CAPITAL

There was no change in the Share Capital of your company during the year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which can affect the financial position of
the company between the end of the period under review and date of this report.

DEPOSITS FROM PUBLIC

During the year under review, your Company did not invite / accept any Deposits from the public
under section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 1975.

DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company, Associate Company or Joint Venture
Company. The Company is not a subsidiary of any other Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTY

All related party transactions done by the Company during the financial year were at arm's length
and in ordinary course of business. All related party transactions were placed in the meetings of
Audit Committee and the Board of Directors for their necessary review and approval. During the
financial year your Company has not entered into any material transaction as mentioned in the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 with any of its related parties which may have potential conflict with the interest of the
Company at large. Disclosures pursuant to Accounting Standards on related party transactions have
been made in the note no. 26 to the Financial Statements.

PARTICULARS OF LOAN, GUARANTEES, SECURITIES AND INVESTMENTS

The Company has not given any loan, guarantee or provided any security under Section 186 of the
Companies Act, 2013.

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.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

ONE TIME SETTLEMENT

There is no instance of one time settlement with any Bank or Financial Institution.

CORPORATE SOCIAL RESPONSIBILITIES

The provision of section 135 of the Companies Act, 2013 is not applicable on the Company as your
Company did not meet any of the applicability criteria as specified under Companies (Corporate
Social Responsibility Policy) Rules, 2014.

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

In accordance with the provision of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 the Company has adopted a policy for prevention of Sexual
Harassment of Women at workplace and has set up Committee for implementation of said policy.
Hence, the company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

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:

MATERNITY BENEFIT ACT

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.

GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative' taken
by the Ministry of Corporate Affairs, Government of India (MCA), by its recent Circulars, enabling
electronic delivery of documents including the Annual Report to shareholders at their e-mail address
registered with the Depository Participants(DPs)/Company/Registrars & Share Transfer Agents.

Shareholders who have not registered their e-mail addresses so far are requested to register their e¬
mail addresses. Those holding shares in DEMAT form can register their e-mail address with their
concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail
addresses with Skyline Financial Services Pvt. Ltd., by sending a letter duly signed by the first/sole
holder quoting details of Folio Number.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors in respect of the Audited
Annual Accounts for the year ended 31^st March, 2025, to the best of their knowledge and ability,
hereby state that :

(i) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

(ii) 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 ended on March 31,
2025 and of the profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 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.

(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.

APPRECIATION & ACKNOWLEGEMENT

Your Director's take this opportunity to express their appreciation for the co-operation and
assistance received from the Central Government, the State Government, the Financial Institutions,
Banks as well as the Shareholders during the year under review. Your Director's also with the place
on record their appreciation of the devoted and dedicated service rendered by all the employees of
your Company.

For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED

Sd/-

Place : New Delhi Pawan Kumar Modi

Date : 03.09.2025 Chairman and Managing Director

DIN :00051679