Directors Report of Modulex Construction Technologies Ltd.

Mar 31, 2025

The Directors have pleasure in presenting 52^nd Annual Report of the Company, along with the Audited Financial Statements (Standalone & Consolidated), for the Financial Year ended 31^st March, 2025.

FINANCIAL RESULTS

The Companyâs financial Performance (Standalone and Consolidated) for the Financial Year 2024-25 is summarized below:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	Year ended 31^st March, 2025	Year ended 31^st March, 2024	Year ended 31^st March 2025	Year ended 31^st March 2024
Revenue from Operations	0.00	0.00	0.00	0.00
Other Income	18.87	18.41	1307.77	115.54
Profit for the year before Finance Cost, Depreciation, Exceptional Items and Tax	(131.45)	(88.31)	690.18	(592.23)
Less: Finance Cost	45.66	54.87	215.25	72.55
Less: Depreciation and Amortization Expenses	0.14	0.00	11.76	9.24
Profit/(Loss) before share of profit in associate, exceptional items and tax	(177.25)	(143.18)	463.16	(674.01)
Add: Share of profit/(Loss) in associates	0.00	0.00	0.00	0.00
Profit/(Loss) before Exceptional Items and Tax	(177.25)	(143.18)	463.16	(674.01)
Less: Exceptional Item	0.00	0.00	0.00	0.00
Profit/(Loss) Before Tax	(177.25)	(143.18)	463.16	(674.01)
Less: Tax expenses	0.00	0.00	(24.20)	16.67
Profit/(Loss) for the year	(177.25)	(143.18)	487.37	(690.68)
Other Comprehensive Income	0.00	0.00	360.60	0.56
Total Comprehensive Income for the year	(177.25)	(143.18)	847.97	(691.24)

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements are available on the Companyâs website at www.modulex.in

STATE OF COMPANYâS AFFAIRS Standalone

During the year under review, the Companyâs total income for the Financial Year ended 31^st March, 2025 was Rs. 18.87 lakhs from Rs. 18.41 lakhs as against the previous year, Profit before tax Rs. (177.25) lakhs against Profit of Rs. (143.18) lakhs during previous year and the Profit after tax was Rs. (177.25) lakhs as compared to Rs. (143.18) lakhs in the previous year.

Consolidated

During the year under review, The Companyâs total income for the Financial Year ended 31^st March, 2025 was Rs. 1307.77 lakhs from Rs. 115.54 lakhs as against the previous year, Profit before tax Rs. 463.16 lakhs against loss of Rs. (674.01) lakhs during previous year and the Profit after tax was Rs.487.37 lakhs as compared to Rs. (690.68) lakhs in the previous year.

DIVIDEND

The Board has not declared any dividend during the year under review.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserve. For details on Reserves, please refer to note no. 13 of the accompanying Standalone Financial Statement.

SHARE CAPITAL

During the period under review, the Authorised Share Capital of the Company was increased from Rs.93,00,00,000/- (Rupees Ninety Three Crores only), comprising 9,29,50,000 (Nine Crores Twenty Nine Lakhs Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten only) each aggregating to Rs.92,95,00,000/-(Rupees Ninety Two Crores Ninety Five Lakhs only), and 50,000 (Fifty Thousand) Cumulative Redeemable Preference Shares of Rs.10/- (Rupees Ten only) each aggregating to Rs.5,00,000/- (Rupees Five Lakhs only), to Rs.120,00,00,000/- (Rupees One Hundred and Twenty Crores only).

The Authorised Share capital as on the date of the report comprises of Rs.119,95,00,000/- (Rupees One Hundred and Nineteen Crores Ninety Five Lakhs only), divided into 11,99,50,000 (Eleven Crores Ninety Nine Lakhs Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten only) each and Rs.5,00,000/- (Rupees Five Lakhs only) divided into 50,000 (Fifty Thousand) Cumulative Redeemable Preference Shares of Rs.10/- (Rupees Ten only) each.

The increase in Authorised Share Capital was approved by the Shareholders at the Extra-Ordinary General Meeting held on 10^th December, 2024 and necessary alterations were made to Clause V of the Memorandum of Association of the Company accordingly.

As on the date of this Report, the paid-up share capital of the Company stands at Rs.69,20,17,860/-(Rupees Sixty Nine Crores Twenty Lakhs Seventeen Thousand Eight Hundred Sixty only), comprising 6,92,01,786 (Six Crores Ninety Two Lakhs One Thousand Seven Hundred Eighty Six) Equity Shares of Rs.10/- (Rupees Ten only) each.

During the year, the Company has not issued any shares, including sweat equity shares, to its employees under any scheme or Employee Stock Option Plan (ESOP).

Allotment of Convertible Warrants

During the year under review, the Company issued and allotted 3,71,80,555 (Three Crores Seventy One Lakhs Eighty Thousand Five Hundred Fifty Five) convertible warrants on a preferential basis to persons not belonging to the promoter or promoter group. Each warrant will be convertible into one equity share of the Company having a face value of Rs.10/- (Rupees Ten only), in the ratio of 1:1.

As per the terms of issue, the said convertible warrants shall be exercisable for conversion into equity shares after the completion of 18 months from the date of allotment.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company does not have any Associate and Joint Venture Companies as on 31^st March, 2025. The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at https://modulex.in/wp-content/uploads/2024/08/Policy-on-Material-Subsidiaries-and-Governance.pdf The following are the details of the Subsidiaries of the Company as on 31^st March, 2025.

Modulex Modular Buildings Private Limited (MMBPL)

MMBPL is a stepdown subsidiary of the Company, Company holds 93.29% stake in MMBPL which is a well-established, constructing factory at Indapur, Pune. MMBPL is subsidiary of the Company in terms of Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Give Vinduet Windows and Doors Private Limited (GVWDPL)

GVWDPL is a stepdown subsidiary of the Company, Company holds 83.75% stake. GVWDPL is subsidiary of the Company in terms of Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance and financial position of Subsidiary Companies

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 129 of the Act, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable accounting standards and forms part of the Annual Report. Further, a statement containing the salient features of Financial Statements of subsidiaries, in the prescribed Form AOC-1 is annexed along with the Consolidated Financial Statement.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Financial Statements of its Subsidiaries, will be updated on the website www.modulex.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as required in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors forms part of the Annual Report.

The Board of Directors of the Company have adopted a Code of Conduct and the same has been hosted on the Companyâs website at https://modulex.in/investor-relations/.The Directors and Senior Management

Personnel have affirmed their compliance with the Code of Conduct for the Financial Year ended 31^st March, 2025.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION Board Meetings

The Board of Directors of the Company met Seven (7) times during the Financial Year 2024-25 i.e. on 30^th May, 2024, 5^th July, 2024, 25^th July, 2024, 28^th August, 2024,13^th November, 2024, 18^th December, 2024, and 11^th February, 2025.

Formal Annual Evaluation

In compliance with the Act and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the performance evaluation of the Board, its committees and of the Directors was conducted during the year under review.

Manner of effective evaluation

The Company has laid down evaluation criteria in the form of questionnaire, separately for the Board, its committees, and the Directors.

Evaluation of Directors, Board, and its committees

The criteria for evaluation of Directors includes parameters such as attendance, participation and contribution by Director, acquaintance with business, independence, providing timely disclosures as per statutory requirements etc.

The criteria for evaluation of Board includes whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/women Directors and replacement of Board members/ Committee members, whenever required, whether the Board facilitates the Independent Directors to perform their role effectively, and whether the Board reviews redressal of investor grievances etc.

The criteria for evaluation of Committees includes adherence to the roles and functions as defined in their terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc.

Based on the defined criteria, evaluations were conducted for each Director, Committees, and the Board of Directors. The observations and feedback from the Directors were discussed and presented to the Chairman of the Board. The performance evaluation of the Non-Independent Directors and the entire Board was conducted. Additionally, the performance evaluation of the Independent Directors was also conducted for the year ended 31^st March, 2025.

The Directors expressed their satisfaction with the evaluation process and the performance evaluation of the Board, its Committees, and Directors including Independent Directors, was found to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Shareholders of the Company at the Annual General Meeting held on 26^th September, 2024, approved the re-appointment of Mr. Suchit Punnose as Whole Time Director and Key Managerial Personnel for a period of 3 years with effect from 1^st October, 2024.

During the year under review, Mr. Ajay Palekar, Managing Director, who retire by rotation, was reappointed as a Director by the Shareholders at the Annual General Meeting held on 26^th September, 2024.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ajay Palekar, Managing Director, retires by rotation at the ensuing Annual General Meeting, and being eligible has offered himself for re-appointment. The Board of Directors at their meeting held on 27^th May, 2025, have recommended his re-appointment to the Shareholders for their approval.

During the year under review, the designation of Mr. Aditya Vikram Kanoria was changed from NonExecutive Independent Director to Non-Executive Director with effect from 25^th July, 2025.

As on the date of this Report, the designation of Mr. Jayesh Sheth has been changed from Non-Executive Independent Director to Executive Director - Finance, with effect from 15^th April, 2025.

Independent Directors & Declarations

As on the date of the report, the Company has 4 (Four) Independent Directors namely, Mr. Raj Kumar Sharma, Mrs. Rakhee Agarwal, Mr. Parag Mehta* and Major General MN Devaya (Retd)*. The Company has received declaration of independence from them in terms of Section 149 of the Act and also as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. Further, they have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directorsâ Databank maintained with the Indian Institute of Corporate Affairs.

Mr. Parag Mehta and Major General M.N. Devaya (Retd.) were appointed as Additional Directors (NonExecutive, Independent) with effect from 15^th April, 2025. Their appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

Companyâs Policy on Directorsâ Appointment and Remuneration etc.

The Company has devised, inter alia, a policy on Directorâs appointment and Remuneration including Key Managerial Personnel and other employees. This policy outlines the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmarks.

The aforesaid policy is available on the website of the Company at https://modulex.in/wp-content/ uploads/2024/08/Remuneration-Policy.pdf

Familiarization Program for Independent Directors

The details of familiarization programme conducted for Independent Directors are mentioned in the Corporate Governance section, forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into Related Party Transactions during the Financial Year which were in the ordinary course of business and at armâs length basis.

During the year, the Company had entered into contracts / arrangements / transactions with related parties which is enclosed to the report in Form No. AOC-2 as Annexure I in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Companyâs website at https://modulex.in/wp-content/uploads/2024/08/Policy-on-Related-Party-Transactions.pdf . The details of all the transactions with Related Parties are provided in the accompanying financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant / material orders passed by the Regulators/Courts/ Tribunals, which would impact the going concern status of the Company and its future operations.

AUDITORS:

a. Statutory Auditors

M/s. Dhadda & Associates, Chartered Accountants (FRN: 013807S) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 50^th Annual General Meeting held on 26^thSeptember, 2023. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditorsâ Report

The Auditorsâ Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes to the financial statements referred in the Auditorsâ Report are self-explanatory and do not call for any further comments.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company appointed Mr. Hitesh J. Gupta, Practicing Company Secretary, as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the records and documents of the Company for the Financial Year 2024-25.

The Secretarial Audit Report of the Company is annexed herewith as âAnnexure II â and the Secretarial Audit Report of Material Subsidiary i.e. Modulex Modular Buildings Private Limited is annexed herewith as âAnnexure II A and Give Vinduet Windows and Doors Private Limited is annexed herewith as â Annexure II Bâ.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2024-25 for the compliances in respect of all applicable regulations, circulars and guidelines issued by the Securities and Exchange Board of India. The Annual Secretarial Compliance Report, as required under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been obtained from Mr. Hitesh J. Gupta, Practicing Company Secretary and Secretarial Auditor of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, there were no instances of fraud reported. Accordingly, neither the Statutory Auditors nor the Secretarial Auditor reported any fraud to the Audit Committee or the Board under Section 143(12) of the Act.

ANNUAL RETURN

The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the Company at www.modulex.in.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company promotes safe, ethical, and compliant conduct across all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has established a robust Vigil Mechanism and a Whistleblower Policy in accordance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. Employees and other stakeholders are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Additional details about the Vigil Mechanism and Whistleblower Policy of the Company are explained in the Corporate Governance Report, which forms part of the Annual Report and the Policy is hosted on the website of the Company at https://modulex.in/wp-content/uploads/2024/08/Whisle-Blower-Policy.pdf https://modulex.in/investor-relations/

DIRECTOR 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:

â¢ In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

â¢ The Directors have selected such accounting policies and applied them consistently and made judgements 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 2024-25 and of the loss of the Company for that period;

â¢ 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.

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

â¢ The Directors have laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively; and

â¢ 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.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls commensurate with its size and nature of business. These internal controls are designed to ensure that the financial statements are prepared based on reliable information. The Internal Auditors of the Company to review the existing internal financial controls and suggest necessary improvements / enhancements to strengthen the same. Internal Audits are regularly conducted by Internal Auditors the Company and Internal Audit Reports are reviewed by the Audit Committee on a quarterly basis.

PARTICULARS OF LOANS GIVEN, GUARANTEES/ SECURITIES PROVIDED AND INVESTMENTS MADE

Details of the loans extended, guarantee(s) given or investment(s) made by the Company under Section 186 of the Companies Act, 2013, during the Financial Year 2024-25, are provided in the Notes to the Financial Statements.

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

The Company currently has less than 10 employees and hence the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company. In any event, no complaints were received as to the sexual harassment from any employee during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company that have occurred between the end of the Financial Year and the date of this Report.

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

The requirements under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure in respect of conservation of energy, technology absorption, are not applicable to the Company. Having said that, the buildings that the Company is in the process of designing and which will be manufactured by its Subsidiary Company i.e., Modulex Modular Buildings Private Limited will be energy efficient and carbon neutral.

During the period under review, the Company had no Foreign Exchange earnings and outgo. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under section 197 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CREDIT RATINGS

The Company has not obtained credit ratings during the Financial Year 2024-25.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable and as on the date of the report Company is not required to appoint a Cost Auditor or to maintain Cost records.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Act, relating to the Corporate Social Responsibility are not applicable to the Company during the year under review.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.

RISK MANAGEMENT

Risk Management is embedded in your Companyâs operating framework. Your Company believes that managing risks helps in maximizing returns for the stakeholders. The Companyâs approach in addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee of the Company. Some of the risks that the Company is exposed to and the steps taken to mitigate them are detailed in the Management Discussion and Analysis Report.

APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the period under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by/against the Company as on 31^st March, 2025.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF. - Not Applicable

ACKNOWLEDGEMENT

Your Directorsâ would like to express their deep appreciation for the co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not the least, the Shareholders for their unwavering support, during the year under review.

Mar 31, 2024

The Directors have pleasure in presenting 51^st Annual Report of the Company, along with the Audited Financial Statements (Standalone & Consolidated), for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS:

Performance of the Company, for the Financial Year ended 31^st March, 2024 is as summarized below:

(Rs. In Lakhs)
	Standalone		Consolidated
Particulars	31^st March, 2024	31^st March, 2023	31^st March, 2024	31^st March, 2023
Income from Operations	NIL	NIL	NIL	NIL
Add: Other Income	18.41	20.12	115.54	29.59
Total Income	18.41	20.12	115.54	29.59
Less: Total Expenditure	161.59	176.97	789.55	1020.06
Profit/ (loss) before Tax	(143.18)	(156.85)	(674.01)	(903.91)
Less: Tax expenses/ (Credit)	-	-	(16.66)	(0.30)
Profit/ (loss) after Tax	(143.18)	(156.86)	(690.68)	(904.22)

Note: Previous period figures have been re-arranged, re-grouped, re-calculated and re-classified, wherever necessary.

STATE OF COMPANYâS AFFAIRS:Standalone:

During the year under review, The Companyâs total income for the Financial Year ended 31^st March, 2024 was Rs.18.41 lakhs from Rs.20.12 lakhs as against the previous year, loss before tax Rs. 143.18 lakhs against loss of Rs. 156.85 lakhs during previous year and the loss after tax was Rs.143.18 lakhs as compared to Rs. 156.86 lakhs in the previous year.

Consolidated:

The Companyâs gross (total) income for the Financial Year ended 31^st March, 2024 was Rs.115.54 lakhs from Rs. 29.59 lakhs during the previous year, loss before tax of the reporting year stood at Rs. 674.01 lakhs against a loss of Rs. 903.91 lakhs in the previous year. The loss after tax of the reporting year stood at Rs.690.68 lakhs against a loss of Rs. 904.22 lakhs reported in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), forms part of this Boardâs Report.

DIVIDEND:

In view of losses incurred during the period under review, the Company does not recommend any dividend on the equity shares for the Financial Year ended 31^st March, 2024.

TRANSFER TO RESERVES:

In view of losses incurred by the Company during the Financial Year, the Company has not transferred any amount to the Reserves for the Financial Year ended 31^st March, 2024.

PUBLIC DEPOSITS:

LISTING OF SHARES:

The equity shares of the Company are listed on The BSE Limited (BSE) and the listing fees for the year 2024-25 has been paid.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of its Subsidiary Companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013.

SHARE CAPITAL:

As on 31^st March, 2024 the Authorized Share Capital of the Company stood at Rs. 93,00,00,000/- which comprises of 9,29,50,000 Equity Shares of Rs. 10/- each and 50,000 Cumulative Redeemable Preference Shares of Rs.10/- each.

On the date of this report, the paid-up share capital stood at Rs. 69,20,17,860/- which comprise of 6,92,01,786 Equity shares of Rs. 10/- each. During the year under review, your Company has allotted 1,78,98,746 Equity Shares of face value of Rs. 10/- each, on 13^th May, 2023, against Equity Shares of Give Vinduet Windows and Doors Private Limited on preferential basis by way of swap of Equity Shares. Since the said shares were issued for consideration other than Cash, the price at which the said shares were to be allotted was determined on the basis of the valuation report of a registered valuer. The provisions of section 247 of the Companies Act, 2013 and Rules made thereunder were duly complied with.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

The Company does not have any Associate and Joint Venture Companies as on 31^st March, 2024.The link of the policy for the Material Subsidiary is https://modulex.in/wp-content/uploads/2024/08/Policy-on-Material-Subsidiaries-and-Govemance.pdf

Details of the Subsidiaries are specified below:

Sr. No.	Name of the Subsidiaries
1.	Modulex Modular Buildings Private Limited
2.	Give Vinduet Windows and Doors Private Limited*

*Became the Subsidiary Company w.e.f. 13^th May, 2023.

A statement containing the salient features of the financial statements of Subsidiary Companies pursuant to the provision of section 129 (3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, are given in Form No. AOC-1 as Annexure to the Financial Statement.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and financial statements of its Subsidiaries, will be updated on the website www.modulex.in.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR:

Details of the loans extended, guarantee(s) given or investment(s) made by your Company under Section 186 of the Companies Act, 2013, during the Financial Year 2023-24, are provided in the Notes to the Financial Statements.

CORPORATE GOVERNANCE:

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Report as Corporate Governance Report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detention of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company that have occurred between the end of the Financial Year and the date of this Report.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company. PARTICULARS OF EMPLOYEES:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-Appointment and Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (âActâ), Mr. Ajay Palekar, (DIN: 02708940) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Declaration by Independent Directors:

The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Programme:

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https:// modulex.in/wp-content/uploads/2024/08/ID-Familiarization-Program-MCTL.pdf

Remuneration of the Directors and Key Managerial Personnel:

The remuneration details of the Key Managerial Personnel of the Company are set out in the Annual Return of the Company, which will be available on the website of the Company at the link: www.modulex.in and no remuneration have been paid to Directors in Financial Year 2023-24.

Key Managerial Personnel:

Sr. No.	Name of the Key Managerial Personnel	Designation
1.	Mr. Suchit Punnose	Whole-Time Director
2.	Mr. Ajay Palekar	Managing Director
3.	Mr. Mahendra Kumar Bhurat	Chief Financial Officer
4.	Ms. Bhoomi Mewada	Company Secretary and Compliance Officer

During the year, no changes took place in the Key Managerial Personnel (âKMPâ) of the Company. Board Evaluation:

The Company has devised a policy for performance evaluation of the individual Directors, Board and its Committees, which includes criteria for performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the individual Directors as well as the evaluation of working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board etc. A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and that of the Chairman. The Nomination and Remuneration Committee has also reviewed the performance of the individual Directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as Directors etc. The link of the policy https://modulex.in/wp-content/uploads/2024/08/Performance-Evaluation-Policy.pdf

Policy on Appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management Employees:

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration i.e., Nomination and Remuneration Policy. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been placed on

the Companyâs website, https://modulex.in/wp-content/uploads/2024/08/Remuneration-PolicY.pdf COMPLIANCE WITH SECRETARIAL STANDARDS:

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

BOARD AND COMMITTEE MEETINGS:

During the Financial Year ended 31^st March, 2024, Seven (7) Board Meetings were held, details of which are given in the Corporate Governance Report.

The Board of Directors of the Company, meet at regular intervals to discuss and decide on the Companyâs operation, business policies or projects to be undertaken and strategy apart from other Board business. However, in case of a special and urgent business need, the Boardâs approval is taken by passing resolutions by circulation /on shorter Notice, as permitted by law, which are noted and confirmed at the subsequent Board Meeting.

The provisions of the Companies Act, 2013, Secretarial Standard âSS-1â and the Listing Regulations were adhered thereto, while considering the time gap between two meetings.

Committee(s) of the Board:

The Committees of the Board play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities, which concern the Company and need a closer review. The Committees of the Board are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the Members of the Board, as part of good governance practice. The Board is informed about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of Committees are placed before the Board for their review. The Committees of the Board can request special invitees to join the meeting, as appropriate.

The Board of Directors of your Company has constituted following committees namely:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Securities Committee

â¢ Management Committee

The details of the Committees established by the Board of Directors are set out in the Corporate Governance Report.

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

DIRECTOR 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:

â¢ In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

â¢ The Directors have selected such accounting policies and applied them consistently and made judgements 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 2023-24 and of the loss of the Company for that period;

â¢ The Directors have prepared the annual accounts on a going concern basis;

â¢ The Directors have laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively; and

â¢ 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.

AUDITORS:

a. Statutory Auditors:

M/s. RMJ & Associates, LLP, Chartered Accountants, Firm Registration No: W100281 were appointed as the Statutory Auditors of the Company, for a period of five (5) years, at the 46^th Annual General Meeting of the Company held on 17^th December, 2019. Accordingly, M/s. RMJ & Associates, LLP, Chartered Accountants, shall act as the Statutory Auditors of the Company for a term of 5 years up to the conclusion of the 51^st Annual General Meeting of the Company. However, M/s. RMJ & Associates has resigned from the position of Statutory Auditors w.e.f 10^th June, 2023.

The Board of Directors at their meeting held on 09^th August, 2023 appointed M/s. Dhadda & Associates, (FRN: 013807S), Chartered Accountants, as the Statutory Auditors of the Company which was also approved by the members at the 50^th Annual General Meeting held on 26^th September, 2023 for a term of 5 years to hold office till the conclusion of the 55^th Annual General Meeting to be held in the year 2028.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Audit Reports on the Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March, 2024.

b. Internal Auditors:

M/s. APMH & Associates LLP had resigned as an Internal Auditors of the Company w.e.f. 26^th October, 2023.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, the Company had appointed M/s. MJS & Associates, Chartered Accountants, as the Internal Auditors of the Company to conduct the Internal Audit of the records and documents of the Company for the Financial Year 2023-24.

c. Secretarial Auditors:

The Secretarial Audit Report is annexed hereto and titled as âAnnexure Iâ.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and the amendment to the Listing Regulations, your Company has a Policy on the Related Party Transactions, which is also available on the Companyâs website at https://modulex.in/wp-content/uploads/2024/08/Policy-on-Related-Party-Transactions.pdf

The disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, is appended as an annexure to this report titled as âAnnexure IIâ.

WEB-LINK OF ANNUAL RETURN:

FRAUD REPORTING:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of Act, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boardâs Report.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requirements under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure in respect of conservation of energy, technology absorption, are not applicable to the Company. Having said that, the buildings that the Company is in the process of designing and which will be manufactured by its Subsidiary Company i.e. Modulex Modular Buildings Private Limited will be energy efficient and carbon neutral.

During the period under review, the Company had no Foreign Exchange earnings and outgo.

RISK MANAGEMENT:

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Act, a vigil mechanism is established for the Directors and for the employees of the Company to report to the management, any instances of unethical behaviour, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach to the Chairman of the Audit Committee of the Company.

The Whistle Blower Policy is uploaded on the website of the Company at https://modulex.in/wp-content/uploads/2024/08/Whisle-Blower-Policy.pdf

CREDIT RATINGS:

The Company has not obtained credit ratings during the Financial Year 2023-24.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable and as such your Company is not required to appoint a Cost Auditor or to maintain Cost records.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Section 135 of the Act, relating to the Corporate Social Responsibility are not applicable to the Company for the year under review.

CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES:

The Company has adopted a Code of Conduct for its Directors and employees including a Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The said Codes can be accessed on the Companyâs website at https://modulex.in/wp-content/ uploads/2024/08/Code-of-Conduct-Directors-and-KMP.pdf

In terms of the SEBI Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same, certification is provided at the end of the Report on Corporate Governance.

PROHIBITION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a âCode of Conduct for Regulating, Monitoring and Reporting of Trading by insidersâ and âCode of Fair Disclosureâ of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said codes are available on the Companyâs website at https://modulex.in/wp-content/ uploads/2024/08/Code-of-Practices-and-disclosure-of-UPSI.pdf

CEO/CFO CERTIFICATE:

Chief Executive Officer and Chief Financial Officer provided compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. - Not Applicable

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other stakeholders during the year under review.

Mar 31, 2023

The Directors have pleasure in presenting 50^th Annual Report of the Company, along with the Audited Financial Statements (Standalone & Consolidated) for the Financial Year ended 31^st March, 2023.

1. FINANCIAL RESULTS:

Performance of the Company, for the financial year ended 31^st March, 2023 is as summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
Particulars	31^st March, 2023	31^st March, 2022	31^st March, 2023	31^st March, 2022
Income from Operations	NIL	NIL	NIL	NIL
Add: Other Income	20.12	27.37	29.59	30.16
Total Income	20.12	27.37	29.59	30.16
Less: Total Expenditure	176.97	105.29	1020.06	835.51
Profit/ (loss) before Tax	(156.85)	(77.92)	(903.91)	(805.35)
Less: Tax expenses/ (Credit)	-	1.48	(0.30)	3.93
Profit/ (loss) after Tax	(156.86)	(79.40)	(904.22)	(809.28)

Note: Previous period figures have been re-arranged, re-grouped, re-calculated and re-classified, wherever necessary.

2. STATE OF COMPANYâS AFFAIRS:

Standalone

During the year under review, The Companyâs total income for the financial year ended 31^st March, 2023 was Rs.20.12 lakhs as against Rs.27.37 lakhs in the previous year, loss before tax was Rs. 156.85 lakhs against loss of Rs. 77.92 lakhs during previous year and the loss after tax was Rs. 156.86 lakhs as compared to Rs. 79.40 lakhs in the previous year.

Consolidated

The Companyâs gross (total) income for the financial year ended 31^st March, 2023 was Rs.29.59 lakhs as against Rs. 30.16 lakhs during the previous year, loss before tax stood at Rs. 903.91 lakhs against a loss of Rs. 805.35 lakhs in the previous year. The loss after tax stood at Rs.904.22 lakhs against a loss of Rs. 809.28 lakhs reported in the previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis, as required in terms of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), forms part of this Boardâs Report.

4. DIVIDEND:

In view of losses incurred during the period under review, the Company does not recommend any dividend on the equity shares for the financial year ended 31^st March, 2023.

5. TRANSFER TO RESERVES:

In view of losses incurred by the Company during the Financial Year, The Company has not transferred any amount to the Reserves for the financial year ended 31^st March, 2023.

6. PUBLIC DEPOSITS:

7. LISTING OF SHARES:

The equity shares of the Company are listed on The BSE Limited (BSE) and the listing fees for the year 2023-24 has been paid.

8. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of its Subsidiary Company, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013.

9. SHARE CAPITAL:

The Authorized Share Capital of the Company was increased to Rs. 93,00,00,000/- from Rs.73,00,00,000/- which comprises of 9,29,50,000 Equity Shares of Rs. 10/- each (vide shareholdersâ approval dated 20^th April, 2022) and 50,000 Cumulative Redeemable Preference Shares of Rs.10/-each as compared to Rs.7,29,50,000 Equity Shares of Rs. 10/- each and 50,000 Cumulative Redeemable Preference Shares of Rs.10/- each. The Paid-up Share Capital of the Company as on 31^st March, 2023 stood at Rs. 51, 30, 30,400/- which comprises of 5, 13, 03,040 Equity Shares of Rs. 10/- each.

On the date of this report, the paid up share capital stood at Rs. 69,20,17,860/- which comprise of 6,92,01,786 Equity shares, your Company allotted 1,78,98,746 Equity Shares of face value of Rs. 10/- each, on 13^th May, 2023 against Equity Shares of Give Vinduet Windows and Doors Private Limited on preferential basis by way of swap of Equity Shares. Since the said shares were issued for consideration other than Cash, the price at which the said shares were to be allotted was determined

on the basis of the valuation report of a registered valuer. The provisions of section 247 of the Companies Act, 2013 and Rules made thereunder were duly complied with.

10. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company does not have any Associate and Joint Venture Companies as on 31^st March, 2023. Details of the Subsidiaries are specified below:

Sr. No.	Name of the Subsidiaries
1.	Modulex Modular Buildings Private Limited
2.	Redribbon Advisory Services Private Limited (ceased w.e.f. 15^th May, 2022)
3.	Give Vinduet Windows and Doors Private Limited*

*Became the Subsidiary Company w.e.f. 13^th May, 2023.

A statement containing the salient features of the financial statements of Subsidiary Company pursuant to the provision of Section 129 (3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, are given in Form No. AOC-1 as annexure to the financial statement.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of its Subsidiary, will be updated on the website of the Company at www.modulex.in.

11. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR:

Details of the loans extended, guarantee(s) given or investment(s) made by your Company under Section 186 of the Companies Act, 2013, during the financial year 2022-23, are provided in the Notes to the Financial Statements.

12. CORPORATE GOVERNANCE:

13. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detention of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

14. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations during the year under review.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year and the date of this Report.

16. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company. However, the Object clause of Memorandum of the Association was altered, special resolution passed through Postal ballot dated 20^th April, 2023.The Main object and ancillary object in clause III of MOA of the Company be and are hereby amended as follows:

1. The words âTo carry on the business of manufacture of fabricated metal products, except machinery and equipmentâ in clause IIIA (1) added.

2. The words âTo carry on production, buildings, supplying, fabricating and manufacturing of modular steel buildings, designing, fabricating, manufacturing, supplying & installation to a diverse range of end markets encompassing hotel, education, health, residential, commercials etc. for domestic and export marketsâ in clause IIIA(2) added.

3. The Words âTo carry on the business of consultants, contractors and engineers and to develop, build, rebuild, pull down, demolish, erect, enlarge, contract, assemble, hire, improve, alter, repair, replace, divide, consolidate, appropriate, decorate, furnish and otherwise dispose or deal with immovable property in the course of such business and to render consultation for construction of residential and office buildings, houses, flats including multistoriedâ in clause IIIA (1) be deleted.

4. The words âflats, bungalows, offices apartments, rooms, hospitals, schools, colleges etc.â in clause IIIA (2) be deleted.

5. The words âconstruct, developâ in clause IIIB (5) be deleted.

6. The words âbuild, construct, construction, developmentâ in clause IIIB (16) be deleted.

7. The words âand/or construction and erection of land, buildingsâ in clause IIIB (20) be deleted.

17. PARTICULARS OF EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-Appointment and Retirement by Rotation:

Appointment and Remuneration of Directors:

The appointment and remuneration of Directors is governed by the Remuneration Policy of the Company which also contains the criteria for determining qualifications, positive attributes and independence of Directors.

On 30^th September, 2022, Members approved re-appointment of Mr. Aditya Vikram Kanoria -Independent Director, Mr. Ajay Palekar - Managing Director, Mr. Suchit Punnose - Whole Time Director for the term of 5 years and members approved the change in designation of Mr. Raj Kumar Sharma from Non-Executive Non -Independent Director to Non-Executive Independent Director for the term of 5 years.

Resignation of Director:

Mr. Sandeep Khurana, Independent Director, resigned from the Board w.e.f 07^th March, 2023, the resignation letter is available on the website of the Company at https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Regulation%2030%20with%20Resignation%20letter.pdf

19. DECLARATION BY INDEPENDENT DIRECTORS:

20. FAMILIARIZATION PROGRAMME:

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/ID-Familiarization-Program-MCTL.pdf

21. REMUNERATION OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The remuneration details of the Key Managerial Personnel of the Company are set out in the Annual Return of the Company, which will be available on the website of the Company at the www.modulex.in and no remuneration have been paid to Directors in FY 2022- 2023.

Key Managerial Personnel (KMP)

Sr. No.	Name of the KMP	Designation
1.	Mr. Suchit Punnose	Whole Time Director
2.	Mr. Ajay Palekar	Managing Director
3.	Mr. Mahendra Kumar Bhurat	Chief Financial Officer
4.	Ms. Bhoomi Mewada	Company Secretary and Compliance Officer

During the year, no changes took place in the Key Managerial Personnel (âKMPâ) of the Company.

22. BOARD EVALUATION:

23. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

25. BOARD AND COMMITTEE MEETINGS:

During the financial year ended 31^st March, 2023, Six (6) Board Meetings were held, details of which are given in the Corporate Governance Report.

The Board of Directors of the Company, meet at regular intervals to discuss and decide on the Companyâs operation, business policies or projects to be undertaken and strategy apart from other Board business. However, in case of a special and urgent business need, the Boardâs approval is taken by passing resolutions by circulation / by conducting board meeting on shorter Notice, as permitted by law, which are noted and confirmed at the subsequent Board Meeting.

The provisions of the Companies Act, 2013, Secretarial Standard âSS-1â and the Listing Regulations were adhered thereto, while considering the time gap between two meetings.

Committee(s) of the Board

The Committees of the Board play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities, which concern the Company and need

a closer review. The Committees of the Board are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the Members of the Board, as part of good governance practice. The Board is informed about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of Committees are placed before the Board for their review. The Committees of the Board can request special invitees to join the meeting, as appropriate.

The Board of Directors of your Company has constituted following committees namely:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Securities Committee

â¢ Management Committee

The details of the Committees established by the Board of Directors are set out in the Corporate Governance Report.

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

27. DIRECTOR 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:

â¢ In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

â¢ The Directors have selected such accounting policies and applied them consistently and made judgements 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 2022-23 and of the loss of the Company for that period;

â¢ The Directors have prepared the annual accounts on a going concern basis;

â¢ The Directors have laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively; and

â¢ 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.

28. AUDITORS:

a. Statutory Auditors:

M/s. RMJ & Associates, LLP, Chartered Accountants, Firm Registration No: W100281 were appointed as the Statutory Auditors of the Company, for a period of five (5) years, at the 46^th Annual General Meeting of the Company held on 17^th December, 2019. Accordingly, M/s. RMJ & Associates, LLP, Chartered Accountants, shall act as the Statutory Auditors of the Company for a term of 5 years up to the conclusion of the 50^th Annual General Meeting of the Company. However, M/s. RMJ & Associates resigned from the position of Statutory Auditors w.e.f 10^th June, 2023.

The Board of Directors at their meeting held on 09^th August, 2023 appointed M/s.Dhadda & Associates, Chartered Accountants as the Statutory Auditors to hold the office till the conclusion of 50^th Annual General meeting and will be appointed for the term of 5 years subject to the approval of members at the ensuing Annual General Meeting of the Company.

b. Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed M/s. APMH & Associates, Chartered Accountants, as the Internal Auditors of the Company to conduct the Internal Audit of the records and documents of the Company for the financial year 2022-23.

c. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company appointed Mr. Hitesh J. Gupta, Practicing Company Secretary, as the Secretarial Auditors of the Company on to conduct the Secretarial Audit of the records and documents of the Company for the financial year 2022-23.

Management response on the observations as specified in the Secretarial Audit report:

1. There was a delay in submission of certificate as per Regulation 24A under SEBI LODR, 2015, penalty of Rs. 1, 92,000/- was levied by BSE.

â¢ There was delay in submission of certificate under Regulation 24A due to late submission of financial results for the 31^st March, 2022.

2. There was a delay in submission of Shareholding pattern under Regulation 31 of SEBI LODR, 2015 for quarter ended June, 2022. Penalty of Rs.18, 000/- was levied by BSE.

â¢ Delay in submission of the results happened due to unavoidable circumstances, Management has taken necessary actions to submit the compliances in a timely manner.

3. There was a delay in submission of Financial Results under Regulation 33 of SEBI LODR, 2015 for quarter ended March 2022, June 2022, September 2022 and December 2022. Subsequently, penalty of Rs. 4,75,000/-, Rs. 8,55,000/-, Rs. 6,20,000/- and Rs. 2,10,000/- was levied by BSE for respective quarters.

â¢ Delay in submission of the results happened due to unavoidable circumstances, Management has taken necessary actions to submit the compliances in a timely manner.

4. Nomination and Remuneration Committee was not duly constituted as per the requirements of Regulation 19 of SEBI LODR, 2015. Subsequently, penalty of Rs.1,68,000/- for quarter ended September, 2022 and Rs. 88,000/- for quarter ended December 2022 was levied by BSE and NRC Committee was reconstituted on 30^th November, 2022.

â¢ Delay in submission of the results happened due to unavoidable circumstances, Management has taken necessary actions to submit the compliances in a timely manner.

5. The following actions were taken by SEBI / Stock Exchange (s) during the year:

a. The Company has received 8 complaints on SEBI Scores platform during the year from Mr. Sandeep Khurana, Independent Director. The SEBI has sought the clarification from the Company related to these complaints and necessary replies was been made in a timely manner.

b. Mr. Sandeep Khurana, Ex-Independent Director has submitted Whistle Blower complaints to BSE and exchange has sought clarification from the Company and necessary submission was made in this matter.

c. Mr. Sandeep Khurana, Ex-Independent Director has submitted 65 pages resignation letter and BSE has sought point wise reply from the Company and necessary submission were made to BSE in the matter.

Management hereby acknowledges the above actions taken by SEBI/Stock Exchanges during the year. However, there are no further requirements / communications received by the Company from the authorities as on the date of this report.

The Secretarial Audit Report is annexed hereto and titled as âAnnexure Iâ.

29. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Act and the amendment to the Listing Regulations, your Company has a Policy on the Related Party Transactions, which is also available on the Companyâs website at https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Policy-on-Related-Party-Transactions- MCTL.pdf

The disclosure of the Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2, is appended as an annexure to this report titled as âAnnexure IIâ.

30. WEB-LINK OF ANNUAL RETURN:

The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.modulex.in.

31. FRAUD REPORTING:

32. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requirements under Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure in respect of conservation of energy, technology absorption, are not applicable to the Company. Having said that, the buildings that the Company is in the process of designing and which will be manufactured by its Subsidiary Modulex Modular Buildings Private Limited will be energy efficient and carbon neutral.

During the period under review, the Company had no Foreign Exchange earnings and outgo.

33. RISK MANAGEMENT:

34. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Act, a vigil mechanism is established for the Directors and for the employees of the Company to report to the management, any instances of unethical behaviour, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company.

With reference to the above, our Company has received a total three whistle-blower complaints during the year 2022-23. The Complaints were received from Mr. Sandeep Khurana, Ex- Independent Director and Ex-Chairman of the Audit Committee of the Company. The Complaint has been filed for conduct of the Board Meeting held for approval of Rights Issue of the Equity Shares and on relevant matters. Based on the complaint of the complainant, the said matter was raised by the Statutory Auditors to the Audit Committee and also submitted its report to the Central Government subsequent to year end in Form No. ADT 4 as per the requirement of the Companies (Audit and Auditor) Rules, 2014.

To ensure absolute fairness in the matter, the Company had appointed an Independent third party to investigate the said matter. Based on the investigation report submitted by the third party which was also adopted by the Audit Committee at its meeting held on 2^nd September 2022, allegations in whistle-blower complaints were found to be baseless and as per the said investigation report the Company was recommended to take appropriate action.

For the other 2 complaints no actions was taken by the Board during the year under review, the Audit committee has decided to reprimand the complainant in no.2/2022 and take legal opinion on the Complaint No.3/2022 and the necessary reporting was made to the Board of Directors. The Whistle Blower complaints 02/2022 and 03/2022 were merely echoing the already closed complaint 01/2022 by the independent third party.

In spite of the same and by way of abundant caution the Board sought professional advice. The Whistle Blower Complaints were seen to be frivolous and baseless. Consequent thereto the Whistleblower complaints were closed in accordance with the law.

Mr. Sandeep Khurana has submitted the Complaint No.1/2022 to BSE on 01^st September, 2022. BSE sought various clarifications from the Company and the management and the Company has satisfactorily submitted the detailed clarifications to BSE in the prescribed time limits.

It is also pertinent to note that certain complaints were also received from Employees of the Company against Mr. Sandeep Khurana, (then Independent Director of the Company). Pursuant to the said complaints, the Management was constrained to constitute a Disciplinary Committee (âDCâ) of External/Independent Professionals to ascertain the veracity of the complaints and to have a fair and proper hearing/redressal of the matter.

Thereafter, the said DC carried out a detailed investigation process. This included inter alia recording of the statements, calling for testimonies, collating of material evidence, calling for the records et al. After a lengthy process in which Mr. Khurana was also called, the DC after due application of mind, came to the conclusion that the behaviour of Mr. Khurana clearly constituted workplace misconduct. The said Committee had carried out its assigned task keeping in view not only the principles of fairness but also the principles of natural justice.

After a very detailed process, the DC found that the actions of the Mr. Sandeep Khurana had specifically violated the various codes/ regulations of the Code of Conduct for Directors and Senior Managerial Personnel (âCoCâ) of Modulex. Resultantly, the DC had made necessary recommendations to the Board of Directors of the Company to take action against Mr Khurana.

However, Board deliberated and decided not to take any disciplinary action against Mr Khurana. This was in view of the special circumstances and the fact that Mr. Khuranaâs term as Director was to end imminently. Therefore, the Board felt it imperative that Mr. Khurana should retire with dignity.

Unfortunately, in a series of vindictive actions Mr Khurana chose to weaponize his departure by resigning two days before the end of his term as a Director, and writing a resignation letter that was fraught with insinuations, false allegations and defamations. Yet again, the Company was compelled to respond to the resignation letter of Mr. Khurana (Regulation 30 read with Part A of Schedule III of the SEBI LODR, 2015) as directed by BSE.

The Whistle Blower Policy of the Company to this effect, is also uploaded on the website of the Company i.e. https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Whistle-Blowe.

35. CREDIT RATINGS:

The Company has not obtained credit ratings during the financial year 2022-23.

36. MAINTENANCE OF COST RECORDS:

37. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Section 135 of the Act, relating to the Corporate Social Responsibility are not applicable to the Company for the year under review.

38. CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES:

The Company believes in creating and fostering an atmosphere of the highest corporate excellence. It envisions the best ethical standards not only for its employees but also for its Directors. With the said purpose in mind the Company has adopted a Code of Conduct for its Directors and Employees including a Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The purpose is to be not only fully compliant with the law but also to lay down best industry practices .The said Codes can be accessed on the Companyâs website at https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Code-of-Conduct-Directors-and-KMP-MCTL.pdf.

In terms of the SEBI Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

39. PROHIBITION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a âCode of Conduct for Regulating, Monitoring and Reporting of Trading by insidersâ and âCode of Fair Disclosureâ of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said codes are available on the Companyâs website at https://5458374.fs1.hubspotusercontent-na1.net/hubfs/5458374/Investor%20relation%20files/Code-of-Practices-and-disclosure-of-UPSI-MCTL.pdf

40. CEO/CFO CERTIFICATE:

Chief executive officer and Chief financial officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.â

41. APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

42. ACKNOWLEDGEMENTS:

For and on behalf of the Board of Directors of Modulex Construction Technologies Limited

Sd/- Sd/-

Suchit Punnose Ajay Palekar

Whole Time Director Managing Director

DIN:02184524 DIN: 02708940

09^th August, 2023 09^th August,2023

London Pune

Mar 31, 2018

The Members

Tumus Electric Corporation Limited

The Companyâs Directors are pleased to present the 45^th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31^st March, 2018.

Financial Performance

A summary of the Companyâs financial performance during the financial year:

(in Rs. lakh)

Particulars	FY 2017-18	FY 2016-17
Total revenue including other income	7.20	13.52
Total Expenditure	14.29	15.69
Profit / (Loss) before tax	(7.09)	(2.17)
Tax Expenses	-	-
Profit / (Loss) after tax	(7.09)	(2.17)
EPS Weighted Average
-Basic	(0.55)	(0.18)
-Diluted	(0.55)	(0.18)

Companyâs Performance

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1^st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. During the year your company has incurred loss of Rs. 7.09 lakh compared to Rs. 2.17 lakh in previous year.

Opertaional Review

The Company has been engaged in negotiations to acquire the equity shares of group company Modulex Modular Buildings Private Limited (âModulexâ) by way of issue of fresh equity shares to be swapped with the equity shares of Modulex.

Modulex is setting up Indiaâs first high capacity steel modular buildings factory in Indapur, District Pune. Directors believe that the construction of the factory is estimated to complete in FY18-19 and will have a maximum output capacity of 200,000 sq m per annum scalable to 300,000 sq m enabling a potential revenue of circa Rs 500 - Rs 750 Crores.

Directors intend to change the name of the Company to Modulex Construction Technologies Limited, subject to ROC and BSE approval.

Change in Promoters and Management

Mr. Uttam Bagri, the past promoter of the Company had entered into Share Purchase Agreement (SPA) on 27^th September, 2017 with Redribbon Modulex Buildings Limited (âthe Acquirerâ) and the Company , pursuant to which Acquirer made an open offer under SEBI (SAST), 2011.Accordingly, Acquirer had cumulatively acquired 8,86,890 (68.89%) equity shares through SPA and Open Offer.

After the completion of Open Offer in terms of SEBI (SAST), 2011 in February, 2018, Acquirer acquired control of the company and has been designated as the promoter of the Company. The Acquirer approved to appoint its officials on the Board of the Company and at the same time approached the existing Directors to put the resignation letters from the respective position for taking the same on record, and the same was duly complied.

Consequent to above consideration, Mr. Ajay S. Palekar (Managing Director), Mr. Suchit Punnose (Whole Time Director),Mr. Aditya Kanoria (Independent Director), Mr. Sandeep Khurana (Independent Director) and Ms. Rakhee Agarwal (Independent Director), being representatives of the new promoters, were inducted on the Board of the Company on 10^th March, 2018. Mr. Navinchandra B. Patel, Mr. Rupesh S. Parde, Mr. Sunjjoy Ingle and Ms. Kamrunissa Khan resigned from the Board on 10^th March, 2018.

Material changes and Commitments

There were no material changes or commitments affecting the financial position of the Company, between the end of the financial year, i.e. 31st March, 2018 and the date of the report except for the completion of the activities under the SPA on 5^th August, 2018 and Redribbon Modulex Buildings Limited being the new promoter of the Company with effect from this date.

Dividend

Your Directors did not recommend any dividend for the year under review due to losses made by the Company.

Transfer to Reserve

The Company has not transferred any amount to Reserves for the financial year ended 31^st March, 2018.

Share Capital

As on 31^st March, 2018, the Authorized share capital of the Company is Rs. 2,00,00,000 comprising of 19,50,000 Equity Shares of Rs. 10 each and 50,000 Cumulative Redeemable Preference Shares of Rs.10 each.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-I in the prescribed Form MGT- 9, which forms part of this report.

Number of meetings of the Board

Five meetings of the Board were held during the year on 30^th May, 2017, 11^th August, 2017, 27^th October, 2017, 25^th January, 2018 and 10^th March, 2018.

The provisions of Companies Act, 2013, Secretarial Standard 1 and Listing Regulations were adhered to while considering the time gap between two meetings.

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:

- In the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- The Directors have selected such accounting policies and applied them consistently and made judgements 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 2017-18 and of the profit of the Company for that period;

- 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;

- The Directors have prepared the annual accounts on a going concern basis;

- The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

- 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

Internal control systems and their adequacy:

Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the Company has reappointed M/s. R. Jaitlia & Co., Chartered Accountants as Internal Auditors on 30^th May, 2017 to conduct Internal Audit of records and documents of the Company for the financial year 2017-18. The Internal Auditors of the Company check and verify the internal control and monitor them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on armâs length and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. The Audit Committee has granted omnibus approval for Related Party Transactions stated in Annexure-II as per the provisions and restrictions contained in the Companies Act, 2013.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed 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 nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Energy Conservation Measures, Technology Absorption and R&D Efforts and Foreign Exchange Earnings and Outgo

The Company currently has no operations. In view of the same, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company. However, the Company takes all possible efforts towards energy conservation.

During the period under review, the Company had no Foreign Exchange earnings and outgo.

Risk Management

The Company has adequate internal financial control system in place which operates effectively. According to the Directors of your Company, elements of risks that threaten the existence of your Company are very minimal. Hence, no separate risk management policy is formulated.

Statutory Auditors

The Board of Directors of the Company in its meeting held on June 23, 2018 appointed M/s. CNK & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors to fill the casual vacancy caused due to resignation of the existing auditors Bhatter & Company, Chartered Accountants as on May 28, 2018.

The Audit Committee recommended to the Board, appointment of M/s. CNK & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors to audit the accounts of the company for a period of 5 (five) years from 2018-2019 onwards. Company has received a certificate to the effect that their appointment, if made, would be within limits prescribed under the provisions of Companies Act 2013. As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India The approval of the Members is being sought for appointment of M/s. CNK & Associates LLP, Chartered Accountants, as statutory auditors from the conclusion of 45th AGM for a period of 5 (five) years.

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their audit reports on the financial statements for the year ended March 31, 2018.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the company has appointed M/s. R. Jaitlia & Co., Chartered Accountants as Internal Auditors on 30^th May, 2017 to conduct Internal Audit of records and documents of the Company for the financial year ended on 2017-18.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Ms. Sonam Jain, Practicing Company Secretary, as Secretarial Auditor on 30^th May, 2017 to conduct Secretarial Audit of records and documents of the Company for the financial year 2017-18.The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines etc. and there is no secretarial audit qualification for the year under review.

The Secretarial Audit Report is included as Annexure - III and forms an integral part of this report. Corporate Governance

Since, the paid up share capital of the Company does not exceed Rs.10 Crore and Net Worth of the Company does not exceed Rs.25 Crore, compliance with Regulations 17 to 27, Regulation 46(2)(b) to 46(2)(i) and para C , D and E of Schedule V, are not applicable to the Company.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Directors and Key Managerial Personnel

Pursuant to completion of open offer and change in control of the Company as per the terms and conditions of the Share Purchase Agreement dated September 27, 2017 between Redribbon Modulex Buildings Limited, Mr. Uttam Bagri and Company, the existing Board of Directors has been changed and new Board of Directors has been constituted on 10^th March, 2018. The duly reconstituted Board of Directors of the Company is as follows:

Sr. No.	Previous Directors		New Board of Directors		Date of Appointment and Resignation	Term of Appointment (in years)
Sr. No.	Name of Directors	Designation	Name of Directors	Designation	Date of Appointment and Resignation	Term of Appointment (in years)
1.	Navinchandra B. Patel	Managing Director	Ajay Shridhar Palekar	Managing Director	10^th March, 2018	05
2.	Rupesh S. Parde	Director and CFO	Suchit Punnose	Whole Time Director	10^th March, 2018	05
3.	Sunjjoy Vasant Ingle	Independent Director	Aditya Vikram Kanoria	Independent Director	10^th March, 2018	05
4.	Kamrunnisa Y. Khan	Independent Director	Sandeep Khurana	Independent Director	10th March, 2018	05
5.	--	--	Rakhee Amit Agarwal	Independent Director	10th March, 2018	05

Constitution of Committees

i. Consequent to change in Board of Directors of the Company, various Committees were reconstituted as follows:

a. Composition of Audit Committee

Audit Committee of your Company as constituted pursuant to Section 177 of the Companies Act, 2013 composes of the following members:

Name	Designation
Mr. Sandeep Khurana, Independent Director	Chairman

Mr. Aditya Kanoria, Independent Director	Member
Mr. Ajay Palekar, Executive Director	Member

b. Composition of Nomination and Remuneration Committee

Name	Designation
Mr. Sandeep Khurana, Independent Director	Chairman
Mr. Aditya Kanoria, Independent Director	Member
Ms. Rakhee Agarwal, Independent Director	Member

c. Composition of Stakeholders Relationship Committee

Name	Designation
Mr. Aditya Kanoria, Independent Director	Chairman
Mr. Ajay Palekar, Executive Director	Member

ii. Following new Committee was constituted

a. Composition of Management Committee

Name	Designation
Mr. Ajay Palekar, Executive Director	Chairman
Mr. Sandeep Khurana, Independent Director	Member
Mr. Suchit Punnose, Executive Director	Member

Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company. Vigil Mechanism Policy to this effect is also uploaded on the website of the Company i.e. www.modulex.in

Particulars of Employees and Remuneration

There is no employee in the Company drawing monthly remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

Remuneration of the Directors/Key Managerial Personnel (KMP)/Employees

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year are as follows:

Sr. No.	Name of Director	Designation	Remuneration per annum (Rs.)	Median Remuneration per annum (Rs.)	Ratio (Remuneration of Director to Median Remuneration of Employees)
1.	Mr. Ajay Palekar *	Managing Director	24,00,000	Nil	N.A.

* Appointed w.e.f 10-March-2018

Percentage increase in Remuneration of Directors and Key Managerial Personnel	2016-17	2017-18	Differential	% increase/ (decrease)
Manish Mourya (CS)	5,10,000	5,12,500	2,500	--

There is no employee covered under the provisions of Section 197(14) of the Act.

Manish Mourya, Company Secretary is the only permanent employee on the pay roll of the Company, and hence comparative disclosure under Rule 5(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable for the Company.

It is affirmed that the remuneration is as per the remuneration policy of the Company Stock Exchange

The Company is currently listed on BSE Limited under Scrip Code 504273 and Security ID: TUMUSEL. Your Company has paid Annual listing fee for the financial year ended 2017-18 to BSE Limited.

Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Board has on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is stated in Annexure-IV of this report.

Utilization of funds raised through Preferential Issue

The company has made preferential issue as under - Preferential issue of Rs. 17.75 lakh on 5^th October 2016

The proceeds of Rs. 17.75 lac raised by way of preferential issue dated 5^th October, 2016 has been utilized as under:

(in Rs. Lac)

Amount raised	17.75
Amount utilized in FY 2016-17 for stated objects	5.72
Balance amount to be utilized as on 31^st March, 2017	12.03
Amount utilized in FY 2017-2018 for stated objects	12.03
Balance amount to be utilized as on 31^st March 2018	--

Corporate Social Responsibility Initiatives

The criteria prescribed for applicability of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not applicable to your Company.

Significant and Material orders passed by the regulators or Courts

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

Acknowledgement

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors of

TUMUS ELECTRIC CORPORATION LIMITED

Ajay Palekar,

Managing Director

DIN 02708940

Place: Mumbai

Date: 14^thAugust, 2018

Mar 31, 2015

The Company's Directors are pleased to present the 42ndAnnual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March, 2015.

Financial Performance

A summary of the Company's financial performance during the financial year:

(in Rs. lakh)

Particulars FY 2014-15 FY 2013-14

Total revenue including other income 0.43 -

Total Expenditure 37.90 0.54

Profit / (Loss) before tax (37.47) (0.54)

Tax Expenses - -

Profit / (Loss) after tax (37.47) (0.54)

EPS Weighted Average

-Basic (6.50) (0.10)

-Diluted (6.50) (0.10)

Operations Overview

During the year under review, there was no business activity carried on by the Company. Your Directors are making every possible efforts for revival of functions of the Company and are hopeful that the Company will soon commence its business activity in the coming years.

Dividend

Your Directors do not recommend any dividend for the period under review due to losses made by the Company.

Transfer to Reserve

The Company has transferred Rs. Nil to Reserves for the financial year ended 31st March, 2015.

Share Capital

Authorized share capital of the Company was increased from Rs.1 Crore to Rs.2 Crore on 29th September, 2014. Your Company allotted shares on right basis to existing shareholders in the ratio of 9 Equity shares for every 10 held in its Board meeting dated 9th February, 2015. Thus, at present the paid up share capital of the Company is Rs. 97,32,750/-

Material changes and Commitments

There are no material changes and or commitments affecting the financial position of the Company, between the end of the financial year, i.e. 31st March, 2015 and the date of the report.

Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT- 9, which forms part of this report.

Number of meetings of the Board

Nine meetings of the Board were held during the year on 30th May, 2014, 25th June, 2014, 15th July, 2014, 14th August, 2014, 28th August, 2014, 17th October, 2014, 12th December, 2014, 30th January, 2015 and 9th February 2015.

The provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between two meetings.

Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make

the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

That in the preparations of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

That 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 and of the loss of the Company for that period;

That they have 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;

That they have prepared the annual accounts on a going concern basis;

That they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements Internal control systems and their adequacy:

Pursuant to section 138 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. R. Jaitlia & Co., Chartered Accountants as Internal Auditors on 28th May, 2015 to conduct Internal Audit of records and documents of the Company for the financial year 2014-15. The internal auditors of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. The Audit Committee has granted omnibus approval for Related Party Transactions stated in Annexure II as per the provisions and restrictions contained in the Companies Act, 2013.

Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed 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 evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of 'NIL' and incurred the Foreign Exchange outgo of 'NIL'.

Risk Management

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a periodic basis, provide status updates to the Board of Directors of the Company.

Auditors Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s. Bhatter and Co., Chartered Accountants, were appointed as the Auditors of the Company for a period of five years from the conclusion of the 41st Annual General Meeting. In terms of Section 139 of the Companies Act, 2013 members need to ratify its appointment at the ensuing Annual General Meeting.

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

Internal Auditors

Pursuant to section 138 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. R. Jaitlia & Co., Chartered Accountants as Internal Auditors on 28thMay, 2015 to conduct Internal Audit of records and documents of the Company for the financial year 2014-15.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Ms. Sonam Jain, Practicing Company Secretary, as Secretarial Auditor on 28th May, 2015 to conduct Secretarial Audit of records and documents of the Company for the financial year 2014-15. The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines etc and there is no secretarial audit qualification for the year under review.

The Secretarial Audit Report is included as Annexure Â III and forms an integral part of this report.

Corporate Governance

Since the company does not have paid up equity share capital exceeding Rs.10 crore and/or Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year, i.e. 31st March 2014, the company has availed of exemption with compliance with clause 49 of Listing Agreement as per the option granted vide SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act ,2013, Mr. Navinchandra Patel and Mr. Rupesh Parde, retire from the Board by rotation, and being eligible, offer themselves for re-appointment.

In terms of Section 149 of the Act, the Members, at their meeting held on 29th September, 2014 appointed the following as Independent Directors of the Company for a term of five (5) years:

Ms. Kamrunnisa Khan Â DIN 06939545 Mr. Sunjjoy Ingley Â DIN 06935543

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act.

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

Mr. Navinchandra Patel, Managing Director Mr. Rupesh Patel, Chief Financial Officer Mr. Manish Mourya, Company Secretary

Mr. Kamta Prasad Dwivedi has resigned from the directorship of the Company on 2nd December, 2014.

Ms. Noopur Jain resigned as Company Secretary W.e.f.22nd June, 2015 and Mr. Manish Mourya was appointed as Company Secretary w.e.f. 22nd June, 2015.

Composition of Audit Committee

Audit Committee of your Company as constitute pursuant to section 177 of the Companies Act, 2013 composes of the following members:

Name Designation

Mr. Sunjjoy Ingley Chairman

Mr. Rupesh Parde Member

Ms. Kamrunnisa Khan Member

Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company.

Particulars of Employees and Remuneration

There is no employee in the Company drawing monthly remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014

Remuneration of the Directors/Key Managerial Personnel (KMP)/Employees

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year are as follows:

Sr. Name of Director Designation Remuneration Median Ratio No. per annum (Rs.) Remuneration (Remune- ration per annum (Rs.) of Direc- tor to Median Remune ration)

1. Mr. Navi nchandra Patel Managing Nil Nil N.A.

Director

Note: In view of losses incurred by the company, the Managing Director has foregone his remuneration for the financial year 2014-15

There is no employee covered under the provisions of section 197(14) of the Act.

Stock Exchange

The Company is currently listed only at the BSE Limited under scrip code 504273. It has ceased to be a listed company at the Madhya Pradesh Stock Exchange Limited (MPSE) due to the SEBI exit order dated 09-June-2015 for MPSE.

Your Company has paid Annual listing fee for the financial year 2014-15 to both the abovementioned exchanges.

Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Board has on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is stated in Annexure IV of this report.

Utilization of funds raised through Rights Issue

Entire proceeds of Rs. 46,10,250/- raised by way of rights issue dated 12th December, 2014 has been fully utilized as under:

Repayment of loan - Rs. 37.25 lakh

General corporate purposes Â Balance amount

Corporate Social Responsibility Initiatives

The criteria prescribed for the applicability of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not applicable to your Company.

Significant and Material orders passed by the regulators or Courts

The Company has on 15th July, 2015 received a show cause dated 13th May, 2015 from the Securities and Exchange Board of India on account of alleged delay/ non-filings under Regulation of 8(3) SAST Regulations 1997 for the prior period of 1997 to 2011 when the company was under the old promoters/ management.

Acknowledgement

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors of

Tumus Electric Corporation Limited

Sd/- Sd/-

Navinchandra Patel, Managing Director, DIN 06909577

Rupesh Parde, Director, DIN 06909495

Place: Mumbai

Date: 13th August, 2015

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the Company''s 41st Annual Report and Annual Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

During the year, there was negligible business carried on by the company. Your Directors are hopeful and are striving hard for revival of functions of the company and achieving better results in the coming year.

DIVIDEND

Since there are no profits during the year, your Directors did not recommend any dividend on equity shares.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS:

During the period year Mr. Navinchandra Bhagwandas Patel DIN 06909577 and Mr. Rupesh Suresh Parde DIN 06909495 have been appointed as Additional Director and Mr. Shivam Kumar Shahi DIN 00044377 has resigned from the directorship of the Company as on 15th July, 2014. At the ensuing Annual General Meeting Mr. Navinchandra Bhagwandas Patel and Mr. Rupesh Suresh Parde will be confirmed as Directors of the Company.

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Manish Mourya, Director retire by rotation and does not offer himself for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274(1)(g) of the Companies Act, 1956.

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

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation.

The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of Rs.NIL and incurred the Foreign Exchange outgoing of Rs. NIL.

LISTING FEE

At present the Company''s Equity Shares are listed at BSE Limited and MPSE Limited and the Company has paid Listing Fees to the BSE Limited for the year 2014-15.

AUDITORS & AUDITORS REPORT

M/s. Bhatter and Co., Chartered Accountants, Mumbai, Auditors of the Company having Firm Registration No. 131092W, retires at the ensuing Annual General Meeting, are eligible for re-appointment. Their appointment is recommended to hold office until the conclusion of the Annual General Meeting of the Company for the financial year 2017-18. The Company has received certificate from the Auditors to the effect that their reappointment, if made, will be in accordance with the provisions prescribed under section 139 and other applicable provisions, if any, of the Companies Act, 2013.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

Your Company has forfeited 17,750 partly paid up equity shares due to non-payment of call money after completion of necessary formalities in accordance with Articles of Association of the Company. Same has been noted by BSE Limited vide their notice dated 4th July, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the year ended March 31 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

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 as at March 31, 2014 and of the profit or loss of the company for that period.;

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

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The directors wish to express their gratitude to all the shareholders, bankers, clients and employees for the confidence reposed on them and look forward to their continued co-operation and support.

By order of the Board of Tumus Electric Corporation Limited

Sd/- (Manish Mourya) Director DIN 06511765 Place: Mumbai Date: July 15, 2014

Mar 31, 2013

Dear Members,

The directors have pleasure in presenting the Company''s 40th Annual Report and Annual Accounts for the year ended 3 1st March, 2013.

FINANCIAL RESULTS:

During the year, there was no business carried on by the company. Your Directors are hopeful and are striving hard for revival of functions of the company and achieving belter results in the coming year

DIVIDEND

Since there are no profits during the year, your Directors did not recommend any dividend on equity

shares.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act. 1056, read with Companies (Acceptance of Deposits) Rules. 1975.

DIRECTORS:

During the financial year Mr. Manish Kumar Mourya has been appointed as additional Director and Mrs. Darshana Jain has resigned from the directorship of the Company as on 27th February 2013. At the ensuring Annual General Meeting Mr. Manish Kumar Mourya will be confirmed as Directors of the company.

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Shri. Shivam Kumar Shahi, Director retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274( I) (g) of the Companies Act, 1956.

PUBLIC ANNOUNCEMENT FOR OPEN OFFER

During the year a Share Purchase Agreement was entered between the promoter shareholders of the Company and Mr. Uttam Bagri as on dated 02 January, 2013 and Pursuant to this agreement a Public announcement was made for open offer for purchase of shares from public and accordingly Mr Uttam Bagri has become a promoter of the company.

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

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation.

The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of Rs.NIL and incurred the Foreign Exchange outgo of Rs. NIL.

LISTING FEE

At present the Company''s Equity Shares are listed at BSE Limited and MPSE Limited and the Company has paid Listing Fees to the BSE Limited for the year 2013-14.

AUDITORS & AUDITORS REPORT

M/s. Jayant Kothari & Co., Chartered Accountants, Bhopal who are the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. M/s. Jayant Kothari & Co., has shown their unwillingness to continue to act as Statutory Auditor of the Company. It is proposed to appoint M/s. Bhattar & Co., Chartered Accountants, Mumbai as Statutory Auditors for the financial year 2013-14. The Members are requested to consider their appointment for the current financial year 2013-14 and authorize the Board of Directors to fix their remuneration. The Statutory Auditors have under Section 224 (IB) of the Companies Act, 1956, furnished certificates of their eligibility for the appointment.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

FORFEITURE OF SHARES

During the year your Company has forfeited 17,750 partly paid up equity shares due to non-payment of call money after completion of necessary formalities in accordance with Articles of Association of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act. 1956. with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the year ended March 31 2013. the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any:

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 as at March 31. 2013 and of the profit or loss of the company for that period.;

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

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The directors wish to express their gratitude to all the shareholders, bankers, clients and employees for the confidence reposed on them and look forward to their continued co-operation and support.

For and on behalf of the board of directors

Chairman

Date: September 2. 2013

Mar 31, 2012

Dear Members,

The Directors have pleasure to present you the 39th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars For the Year Ended March 31, 2012 2011

Sales/ Income / Revenue 265741.66 252840.96

Profit / Loss before depreciation (4023865.34) (2019937.24)

Depreciation 190245.00 504082.71

Profit / after depreciation (4214110.34) (2524019.95)

Profit before Tax (4214110.34) (2524019.95)

Provision for Tax 0.00 0.00

Profit after Tax (4214110.34) (2524019.95)

OPERATIONS/DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March 2012.

DEPOSIT :

There was no public deposits as on 31st March 2012.

SALE OF FIXED ASSETS :

The company has sold all machinery and some of residential building as there is no activity is view of no orders in hand and uneconomical activities. The directors are in search of some others activity for the time being.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A):

No employee was drawing a salary of Rs. 12,00,000 in aggregate in the whole year or Rs. 1,00,000/- per month for a part of the year.

DIRECTORS:

Shri Kamta Prasad Dwivedi retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS:

M/S Jayant Kothari & Co., Chartered Accountants, retire as auditors of the Company and eligible offer themselves for re-appointment.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANY FOREIGN EXCHANGE EARNING AND OUTGO :

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of the particulars in the report of the Board of Directors) Rules, 1988 in given in Annexure ''A'' forming part of this report.

DIRECTOR RESPONSIBILITY STATEMENT

As required by the provision of section 217 (2AA) of the Companies Act, 1956, the Directors confirm the following.

1. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanations relating no material departures. There are no materials departures.

2. That the Directors 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 affairs of the Company at the end of the financial year and of the profit or loss of the company for that period.

3. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provision of this Act, to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

4. That the Directors prepared the annual accounts on No activities basis.

STOCK EXCHANGE LISTING

The equity shares of the Company are listed on the Stock exchange at Mumbai. The Company confirms that it has paid Annual Listing fees to Mumbai abd formalities for delisting of shares to Indore are in process no listing fee for 2011-2012 has been paid to Indore.

Information required of Balance Sheet Abstract and the Company''s General Business profile under part IV of Schedule VI to the Companies Act, 1956 is attached in the Schedule ''C'' to this report.

Cash flow statement as required by SEBI rules is appended duly verified by the auditors of the Company.

SECRETARIAL COMPLIANCE CERTIFICATE

As a reflection of your company''s commitment to transparency the Board is pleased to enclose the Secretarial Compliance Report for the year ended 31.03.2012, as part of this Director''s Report.

REGISTERED OFFICE :

RANI BAUG P.O. CHORHATA REWA- 486006 MADHYA PRADESH By Order of the Board SD/- Shivam Kumar Shahi DIRECTOR

Dated: -25-07-2012

Mar 31, 2011

Dear Members,

The Directors have pleasure to present you the 38th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars For the Year Ended March 31,

2011 2010

Sales/ Income / Revenue 252840.96 785030.54

Profit / Loss before depreciation (2019937.24) (1707915.47)

Depreciation 504082.71 701888.30

Profit / after depreciation (2524019.95) (2409803.77)

Profit before Tax (2524019.95) (2409803.77)

Provision for Tax 0.00 0.00

Profit after Tax (2524019.95) (2409803.77)

OPERATIONS/DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March 2011.

DEPOSIT :

There was no public deposits as on 31st March 2011 SALE OF FIXED ASSETS :

The company has sold all machinery and some of residential building as there is no activity is view of no orders in hand and uneconomical activities. The directors are in search of some others activity for the time being.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A) :

No employee was drawing a salary of Rs. 12,00,000 in aggregate in the whole year or Rs. 1,00,000/- per month for a part of the year.

Shri Shivam Kumar Shahi retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS:

M/S Jayant Kothari & Co., Chartered Accountants, retire as auditors of the Company and eligible offer themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANY FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of the particulars in the report of the Board of Directors) Rules, 1988 in given in Annexure 'A' forming part of this report.

DIRECTOR RESPONSIBILITY STATEMENT

As required by the provision of section 217 (2AA) of the Companies Act, 1956, the Directors confirm the following.

1. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanations relating no material departures. There are no materials departures.

2. That the Directors 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 affairs of the Company at the end of the financial year and of the profit or loss of the company for that period.

3. That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provision of this Act, to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

4. That the Directors prepared the annual accounts on No activities basis.

STOCK EXCHANGE LISTING

The equity shares of the Company are listed on the Stock exchange at Mumbai. The Company confirms that it has paid Annual Listing fees to Mumbai abd formalities for delisting of shares to Indore are in process no listing fee for 2010-2011 has been paid to Indore.

Information required of Balance Sheet Abstract and the Company's General Business profile under part IV of Schedule VI to the Companies Act, 1956 is attached in the Schedule 'C' to this report.

Cash flow statement as required by SEBI rules is appended duly verified by the auditors of the Company.

SECRETARIAL COMPLIANCE CERTIFICATE

As a reflection of your company's commitment to transparency the Board is pleased to enclose the Secretarial Compliance Report for the year ended 31.03.2011, as part of this Director's Report.

REGISTERED OFFICE:

RANIBAUG P.O. CHORHATA REWA - 486006 MADHYA PRADESH By Order of the Board

Sd/- Darshana Jain Director Dated: 08-08-2011

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