Notes to Accounts of Modulex Construction Technologies Ltd.

Mar 31, 2025

Nature and purpose of reserves:1) Capital Reserve

The capital reserve is created from capital profits in the earlier years.

2) General Reserve

General reserve is transfer of profits from retained earnings for appropriation purposes.

3) Share Premium

Securities premium is created due to shares being issued on premium. The reserve can be utilised only for certain purpose as per the provisions of the Companies Act, 2013.

4) Retained earning

The retained earnings represents balance of accumulated net profit or loss from business operations.

5) Transaction Cost on the Equity Instruments

This reserve represents the transaction cost incurred for issue of equity share capital and recognised due to Ind AS adjustment.

During the FY 24-25, the Company increased its authorised share capital by Rs 2,700 lakhs (which comprises 270,00,000 equity shares with the face value of Rs 10 each). The Company has incurred Rs 25.65 lakhs with respect to duty payable on an increase in authorized share capital and Rs. 7.11 lakhs other transaction costs pertaining to issue of share warrants. In the year 23-24, the Company has incurred Rs. 4.04 lakhs with respect to prefential allotment of shares etc. As per the relevant Ind AS, the said transaction costs is recognised and disclosed under “Other Equity”.

6) Money received against share warrants

During the financial year 2024-25, the Board of Directors, in its meeting held on 13^th November 2024, approved the issuance of up to 3,71,80,555 convertible warrants, aggregating to Rs.6,292.49 lakhs, at an issue price of Rs.18 per warrant, on a preferential basis. Subsequently, on 10th December 2024, the shareholders approved the issuance of 3,71,80,555 convertible warrants (aggregating to Rs.6,292.49 lakhs) through a resolution passed at the Extraordinary General Meeting. The Company received in-principle approval from the Bombay Stock Exchange on 17th December 2024 for the proposed issue of 3,71,80,555 convertible warrants, each convertible into one equity share of face value Rs.10, at a price not less than Rs.18 per warrant, to non-promoters on a preferential basis. Further, on 18th December 2024, the Board of Directors approved the allotment of 1,16,89,473 convertible warrants, representing 25% of the total consideration (i.e., Rs.1,573.12 lakhs, being 25% of Rs. 6,292.49 lakhs), in accordance with applicable regulations. As on 31^st March 2025, the Company had received Rs.1,673.12 lakhs towards application money for the convertible warrants.

16.3 Under the Micro, Small and Medium Enterprises Development Act, 2006, certain disclosures are required to be made relating to dues to Micro, Small and Medium enterprises. Based on the information available with the Company, parties who have been identified as micro, small and medium enterprises as at reporting date other than mentioned above based on the confirmations circulated and responses received as at reporting date by the management. Any updated information received by the management post reporting date regarding change in the status to micro, small and medium enterprises would be given effect of status change in the next financial year. The Company has made necessary provision for interest on delayed payment to parties registered under MSME Act, 2006.

21.1 The Payment of Gratuity Act, 1972 is not applicable to the Company as the numbers of employees are less than ten and hence, the Company has not made provision towards defined benefit plan in the form of gratuity. Further, there are no outstanding leave benefits for which provision is required to be made in the books of account.

Financial Instrument by category and hierarchy

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation .

The following methods and assumptions were used to estimate the fair values:

i) The management assessed that fair value of cash and cash equivalents, borrowing, other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments and are equal to the fair values.

ii) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled except investment in subsidiary which is carried at cost.

Hierarchy used for determining and disclosing the fair value of financial instruments by valuation technique:

The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

26.1 Fair value hierarchy

The following table provides the fair value measurement hierarchy of the Company’s financial instruments along with their carrying amounts and fair value.

The Company’s financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company’s financial assets comprise mainly of investments and other assets.

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has adopted a Risk Management Charter and Policy for self-regulatory processes and procedures for ensuring the conduct of the business in a risk conscious manner. The Risk Management Policy of the Company states the Company’s approach to address uncertainties in its endeavour to achieve its stated and implicit objectives. It prescribes the roles and responsibilities of the Company’s management, the structure for managing risks and the framework for risk management. The framework seeks to identify, assess and mitigate financial risks in order to minimize potential adverse effects on the Company’s financial performance.

The Company has exposure to the following risks arising from financial instruments:

I. Market Risk

II. Credit Risk

III. Liquidity Risk

I. Market Risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments.

Market risk comprises three types of risks:

a. Interest Rate Risk,

b. Currency Risk,

c. Other Price Risk.

Financial instruments affected by market risk includes borrowings, investments and trade payables.

a. Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing instruments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in the interest rates.

b. Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities i.e. when revenue or expense is denominated in a foreign currency. The Company is not exposed to foreign currency risk.

c. Price Risk :

Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. The Company has investment in securities which is not exposed to price risk except investment in 15% Compulsory Convertible Debentures which is recognised under the category of Fair value through profit and loss (under level 3) which is made in previous year.

II. Credit Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as Investment, Cash and cash equivalent, balances with banks and other financial assets . The Company’s exposure to credit risk is disclosed in note 6, 8, 9 and 10.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the standalone statement of profit and loss.

The Company measures the expected credit loss based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.

Other Financial assets

Credit risk arising from other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies.

For other financial assets e.g. Investments and other assets, Company periodically assesses financial reliability counter parties, taking into account the financial condition, current economic trends, and analysis of historical credit losses and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

III. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.

The table below analyse financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Capital Management

For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

As at March 31, 2025 and March 31, 2024, the Company has one class of shares in the nature of equity. Further company had raised fund through loans from related parties. Consequent to such capital structure, there are no externally imposed capital requirements.

The information disclosed is based on the names of the parties as identified by the management and same has been relied by the Auditor. Further, above transactions (including outstanding balances) are after considering the fair value adjustments under Ind AS.

Note 29 : Segment Reporting

There are no reportable segments under Ind AS-108 ‘Operating Segments’ as all the activities relate to only one segment i.e. civil construction. Further the management of the Company is also reviewing the results / operations of the Company as single segment i.e. civil construction.

Note 30 : Deferred Tax Assets / Liabilities:

As at 31st March 2025, the Company has unrecognised deferred tax assets aggregating to ?157.76 lakhs (Previous year: ?107.12 lakhs) arising mainly from carried forward business losses and other timing differences. While the Company has prepared its financial statements on a going concern basis considering the expected commencement of manufacturing operations during FY 2025-26 and continued financial support from promoters and group entities (as detailed in Note No. 38), there is presently no virtual certainty, supported by convincing evidence, that sufficient future taxable income will be available to realize these deferred tax assets.

Accordingly, in compliance with Ind AS 12 - Income Taxes, the Company has not recognised these deferred tax assets in its books and has disclosed them by way of note only.

Since the Company does not have any revenue from operations and inventories, the relevant ratios pertaining to it is not applicable and hence, not disclosed.

Note 32 : The fair value of the investments in the subsidiary, Modulex Modular Buildings Private Limited (MMBPL), as assessed by Independent valuer for the year ended March 31, 2025, is sufficient to cover the cost of investments. The valuer has factored in the impact of the subsidiary’s project progress and projected business in coming years. Based on management’s outlook for long-term improvement in MMBPL’s performance and the commitment to future business outlook, management believes that no impairment is required for the Investment in the subsidiary.

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company do not have any transactions with Companies struck off.

(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company has complied with provisions of downstream layers of companies as per Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

(ix) Reporting/disclosures is not made/applicable to the Company with respect to submission of statement of current assets to the bank as credit facility is not sanctioned against current assets of the Company.

(x) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(xi) Any other disclosure with respect to the amendment of Schedule III of the Act is either Nil or not applicable.

Interest expense on borrowings was Rs 45.66 Lakhs and Rs Rs 54.87 lakhs for the year ended 31^st March 2025 and 31^st March 2024 respectively.

Note 35 : The Company has incurred a net loss (before Other Comprehensive Income) during the current period and in previous years, primarily due to delays in the implementation of the project at Pune through its subsidiary, Modulex Modular Buildings Private Limited (MMBPL). These delays, along with other contributing factors, have resulted in a situation where the Company’s current assets are insufficient to meet its current liabilities, thereby indicating the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.

However, in June 2024, the subsidiary received a land re-allotment order from MIDC and subsequently executed a 95-year long-term lease agreement with the Sub-Registrar at Indapur on August 9, 2024. As previously committed, the management has initiated the factory construction project at Indapur, District Pune, through MMBPL and is actively working towards its completion. The promoters and other investors have extended financial support to facilitate the completion of this project. In view of these developments, the Standalone Financial Results have been prepared on a going concern basis.

Note 36 : Other Commitments:

The Company has given the commitment to provide the financial support to Subsidiary Company (Modulex Modular Buildings Private Limited) as and when required.

Note 37 : Contingent liabilities, Capital & Other Commitments

As per Note 6.3, during the year 23-24, the Company has given Corporate Guarantee to its subsidiary Modulex Modular Buildings Pvt. Ltd. against the loan of Rs. 200 lakhs. As on 31.03.2025, loan outstanding is Rs.200 lakhs.

Note 38 : Comparatives

The figures of the previous year have been regrouped and re-arranged wherever necessary to conform to current presentation. The figures for the current year and previous year have been presented in INR in Lakhs.

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Mar 31, 2024

6.1 During the year 23-24, the Company has made investment in Equity Shares of Give Vinduet Windows & Doors Private Limited (GVWDPL) by allotting 1,78,98,746 no. of Equity Shares of Rs. 10 each at premium of Rs. 3.5299 on preferential basis by swap of shares vide resolution dated 13th May, 2023. On this date, GVWDPL become a subsidiary of Modulex Construction Technologies Limited.

6.2 During the year 23-24, the Company has given Corporate Guarantee to its subsidiary Modulex Modular Buildings Pvt. Ltd. against the loan of Rs. 200 lakhs. As on 31.03.2024, loan outstanding is Rs.200 lakhs.

b) Terms / rights attached to equity shares

The Company has only one class of equity shares of Rs. 10/- each. These shares rank pari passu with each other and in accordance with the Articles of Association of the Company. Each equity shareholder is entitled to the same rights as regards voting, dividend and repayment of capital in proportion to his shareholding and there are no restrictions to the rights of shareholders. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets after distribution of all preferential amounts. The distribution assets of the company will be in proportion to the number of equity shares held by the shareholders after preferential allocation.

1) In the year 2023-24, the Company has issued its own 178,98,746 fully paid equity shares against 2,42,17,000 fully paid equity shares of Give Vinduet Windows & Doors Private Limited (“GVWDPL”) in terms of swap ratio approved by Bombay stock Exchange (BSE).

2) In the year 2019-20, the Company had issued its own 84,45,579 fully paid equity shares against 1,13,59,322 fully paid equity shares of Modulex Modular Buildings Private Limited (“MMBPL”) in terms of swap ratio approved by Bombay stock Exchange (BSE).

Nature and purpose of reserves:

1) Capital Reserve

The capital reserve is created from capital profits in the earlier years.

2) General Reserve

General reserve is transfer of profits from retained earnings for appropriation purposes.

3) Share Premium

Securities premium is created due to shares being issued on premium. The reserve can be utilised only for certain purpose as per the provisions of the Companies Act, 2013.

4) Retained earning

The retained earnings represents balance of accumulated net profit or loss from business operations.

5) Transaction Cost on the Equity Instruments

This reserve represents the transaction cost incurred for issue of equity share capital and recognised due to Ind AS adjustment. In the year 22-23, the Company increased its authorised share capital by Rs 2,000 lakhs (which comprises 20,000,000 equity shares with the face value of Rs 10 each). The Company has incurred Rs 19 lakhs and Rs. 4.04 lakhs respectively in FY 22-23 and FY 23-24 respectively, with respect to transaction costs pertaining to fees and duty payable on an increase in authorized share capital etc. As per the relevant Ind AS, the said transaction costs is recognised and disclosed under “Other Equity”.

16.3 Under the Micro, Small and Medium Enterprises Development Act, 2006, certain disclosures are required to be made relating to dues to Micro, Small and Medium enterprises. Based on the information available with the Company, parties who have been identified as micro, small and medium enterprises as at reporting date other than mentioned above based on the confirmations circulated and responses received as at reporting date by the management. Any updated information received by the management post reporting date regarding change in the status to micro, small and medium enterprises would be given effect of status change in the next financial year. The Company has made necessary provision for interest on delayed payment to parties registered under MSME Act, 2006.

16.4 Amount unbilled as per trade payable aging has not been considered in the above table as the invoice for the same is yet to be received by the Company.

21.1 The Payment of Gratuity Act,1972 is not applicable to the Company as the numbers of employees are less than ten and hence, the Company has not made provision towards defined benefit plan in the form of gratuity. Further, there are no outstanding leave benefits for which provision is required to be made in the books of account.

Financial Instrument by category and hierarchy

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.

The following methods and assumptions were used to estimate the fair values:

i) The management assessed that fair value of cash and cash equivalents, borrowing, other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments and are equal to the fair values.

ii) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled except investment in subsidiary which is carried at cost.

Hierarchy used for determining and disclosing the fair value of financial instruments by valuation technique:

The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Company’s financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company’s financial assets comprise mainly of investments and other assets.

The Company has exposure to the following risks arising from financial instruments:

I. Market Risk

II. Credit Risk

III. Liquidity Risk

I. Market Risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments.

Market risk comprises three types of risks:

a. Interest Rate Risk,

b. Currency Risk,

c. Other Price Risk.

Financial instruments affected by market risk includes borrowings, investments and trade payables.

a. Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing instruments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in the interest rates.

b. Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities i.e. when revenue or expense is denominated in a foreign currency. The Company is not exposed to foreign currency risk.

c. Price Risk :

Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. The Company has investment in securities which is not exposed to price risk except investment in 15% Compulsory Convertible Debentures which is recognised under the category of Fair value through profit and loss (under level 3) which is made in previous year.

In the above table, the management has not considered investment in subsidiary which is carried at cost and investments against which the Company has made impairment provision.

II. Credit Risk

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the standalone statement of profit and loss.

The Company measures the expected credit loss based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.

Other Financial assets

Credit risk arising from other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies.

For other financial assets e.g. Investments and other assets, Company periodically assesses financial reliability counter parties, taking into account the financial condition, current economic trends, and analysis of historical credit losses and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

III. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.

The table below analyse financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Capital Management

For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

As at March 31, 2024 and March 31, 2023, the Company has one class of shares in the nature of equity. Further company had raised fund through loans from related parties. Consequent to such capital structure, there are no externally imposed capital requirements.

The Company monitors capital using gearing ratio, which is total debt divided by total capital plus debt.

The information disclosed is based on the names of the parties as identified by the management and same has been relied by the Auditor. Further, above transactions (including outstanding balances) are after considering the fair value adjustments under Ind AS.

Note 29 : Segment Reporting

There are no reportable segments under Ind AS-108 ‘Operating Segments’ as all the activities relate to only one segment i.e. civil construction. Further the management of the Company is also reviewing the results / operations of the Company as single segment i.e. civil construction.

Note 30 : Disclosure required under Section 186(4) of the Companies Act 2013 and Sebi (listing agreement and disclosure requirements) regulations, 2015

In the year 2021-22, the Company purchased 15% Unsecured Compulsory Convertible Debentures of Give Vinduet Windows & Doors Private Limited for Rs. 60 lakhs at face value from existing shareholders of Give Vinduet Windows & Doors Private Limited.

Note 31 : Deferred Tax Assets / Liabilities

Due to the absence of virtual/ reasonable certainty about the future taxable income, the Company has not recognised deferred tax assets (net of deferred tax liabilities) on any carried forward business losses, unabsorbed depreciation and other components. Details of the component of deferred tax items thereon are as follows:

Since the Company does not have any revenue from operations and inventories, the relevant ratios pertaining to it is not applicable and hence, not disclosed.

Note 33 : The fair value of investments in the subsidiary company (Modulex Modular Buildings Private Limited [MMBPL]) carried out by the independent valuers as on 30th June, 2023 and year ended on 31st March 2024 is sufficient to cover the cost of investments. The valuers have also considered effect of the slow progress of project (including temporary suspension of project) by subsidiary company. Considering the management outlook for improvement in the performance of the Subsidiary Company (MMBPL) in the long run and in the opinion of management, no impairment is required for investment value in the Subsidiary Company (MMBPL) since it is committed to complete the construction of the project.

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company do not have any transactions with Companies struck off.

(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company has complied with provisions of downstream layers of companies as per Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

(ix) Reporting/disclosures is not made/applicable to the Company with respect to submission of statement of current assets to the bank as credit facility is not sanctioned against current assets of the Company.

(x) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(xi) Any other disclosure with respect to the amendment of Schedule III of the Act is either Nil or not applicable.

Interest expense on borrowings was Rs 54.87 Lakhs and Rs 47.82 lakhs for the year ended 31st March 2024 and 31st March 2023 respectively.

Note 36 : In the opinion of the management, the Company is not required to obtain registration as NonBanking Financial Company (NBFC) as it is neither carrying on any financial activities and nor proposing to carrying on financial activities as principal business in future and revenue of the Company is mainly affected due to delay in implementing the project by the subsidiary company (MMBPL). Further, the Company is taking necessary steps to generate revenue from non-financial assets. This is also confirmed by the consultant of the Company.

Note 37 : The Company has incurred a net loss (before other Comprehensive Income) in the current year and in the previous year due to the delay in implementing the project at Pune through its subsidiary company, Modulex Modular Buildings Private Limited (MMBPL). Due to delays faced in the implementation of the project and other factors, the company’s current assets are not sufficient to meet its current liabilities and therefore material uncertainty that may cast significant doubt on the company continuing as a going concern. In June 2024, the subsidiary company has received land re-allotment order from MIDC as well as project loan sanction letters from banks and it is expecting an improvement in the performance of the company in the short to medium term. The management is also committed to completing the factory construction project in Indapur, District Pune through its subsidiary company. Considering the achievement of the reallotment of land and bank sanction letter whereby financial closure has been achieved and further considering that the promoters are committed to give financial support as and when required by the Company, therefore the Standalone financial statements are prepared on a going concern basis.

The Company has given the commitment to provide the financial support to Subsidiary Company (Modulex Modular Buildings Private Limited) as and when required.

Note 39 : Contingent liabilities, Capital & Other Commitments

As per Note 6.2, during the year 23-24, the Company has given Corporate Guarantee to its subsidiary Modulex Modular Buildings Pvt. Ltd. against the loan of Rs. 200 lakhs. As on 31.03.2024, loan outstanding is Rs.200 lakhs. In respect of the said demand loan, there is no default in the repayment of principal, as this loan is payable on a demand basis and the Company has not received any demand for repayment in the current year. However, the Company has been regular in paying the interest on this loan on a timely basis.

Note 40 : Comparatives

The figures of the previous year have been regrouped and re-arranged wherever necessary to conform to current presentation. The figures for the current year and previous year have been presented in Rs in Lakhs.

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Mar 31, 2023

3.7 Provisions, contingent liabilities and contingent assets

(a) Provisions:

A provision is recognised when the Company has a present obligation (legal or constructive) as a result of the past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(b) Contingency liability:

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

(c) Contingent assets:

The Company does not recognize a contingent asset but discloses its existence in the financial statements if the inflow of economic benefits is probable. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognised as an asset.

3.8 Revenue recognition

The Company recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A 5-step approach is used to recognise revenue as below:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligation in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and it can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included and classified under the head “other income” in the standalone statement of profit and loss.

3.9 Borrowing Costs

Borrowing costs attributable to the acquisition of a qualifying asset are capitalized as part of the cost of the asset till the asset is ready for its intended use and borrowing costs are being incurred. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are recognized as an expense in the period in which they are incurred. Borrowing cost includes interest expense incurred in connection with the borrowing of funds and exchange difference arising from foreign currency borrowings to the extent they are regarded as an adjustment to the Interest cost.

3.10 Earnings per share (‘EPS’)

Basic earnings per share are calculated by dividing the net profit or loss (after tax) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the period and all periods presented is adjusted for events of bonus issue and share split.

For the purpose of calculating diluted earnings per share, the net profit or loss (after tax) for the year attributable to equity shareholders and the weighted average number of equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

3.11 Cash Flow Statement:

Cash Flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and the items of income or expenses associated with investing or financing cash flows. The cash flows from the operating, investing and financing activities of the Company are segregated.

4. Standards notified effective as at reporting date

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing

standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On

March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules,

2023, applicable from April 1^st, 2023, as below:

(a) Ind AS 1 - Presentation of Standalone Financial Statements

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence the decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements. The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence the decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its standalone financial statements.

(b) Ind AS 12 - Income taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its standalone financial statements.

(c) Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its standalone financial statements.

b) Terms / rights attached to equity shares

The Company has only one class of equity shares of Rs. 10/- each. These shares rank pari passu with each other and in accordance with the Articles of Association of the Company. Each equity shareholder is entitled to the same rights as regards voting, dividend and repayment of capital in proportion to his shareholding and there are no restrictions to the rights of shareholders. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets after distribution of all preferential amounts. The distribution assets of the company will be in proportion to the number of equity shares held by the shareholders after preferential allocation.

Nature and purpose of reserves:

1) Capital Reserve

The capital reserve is created from capital profits in the earlier years.

2) General Reserve

General reserve is transfer of profits from retained earnings for appropriation purposes.

3) Share Premium

Securities premium is created due to shares being issued on premium. The reserve can be utilised only for certain purpose as per the provisions of the Companies Act, 2013.

4) Retained earning

The retained earnings represents balance of accumulated net profit or loss from business operations.

5) Transaction Cost on the Equity Instruments

This reserve represents the transaction cost incurred for issue of equity share capital and recognised due to Ind AS adjustment. In the current year, the Company increased its authorised share capital by Rs 2,000 lakhs (which comprises 20,000,000 equity shares with the face value of Rs 10 each). The Company has incurred Rs 19 lakhs with respect to transaction costs pertaining to fees and duty payable on an increase in authorized share capital. As per the relevant Ind AS, the said transaction costs is recognised and disclosed under “Other Equity”.

Financial Instrument by category and hierarchy

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation .

The following methods and assumptions were used to estimate the fair values:

i) The management assessed that fair value of cash and cash equivalents, borrowing, other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments and are equal to the fair values.

ii) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled except investment in subsidiary which is carried at cost.

Hierarchy used for determining and disclosing the fair value of financial instruments by valuation technique:

The different levels have been defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Company’s financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company’s financial assets comprise mainly of investments and other assets.

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has adopted a Risk Management Charter and Policy for self-regulatory processes and procedures for ensuring the conduct of the business in a risk conscious manner. The Risk Management Policy of the Company states the Company’s approach to address uncertainties in its endeavour to achieve its stated and implicit objectives. It prescribes the roles and responsibilities of the Company’s management, the structure for managing risks and the framework for risk management. The framework seeks to identify, assess and mitigate financial risks in order to minimize potential adverse effects on the Company’s financial performance.

The Company has exposure to the following risks arising from financial instruments:

I. Market Risk

II. Credit Risk

III. Liquidity Risk

I. Market Risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments.

Market risk comprises three types of risks:

a. Interest Rate Risk

b. Currency Risk

c. Other Price Risk

Financial instruments affected by market risk includes borrowings, investments and trade payables.

a. Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing instruments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in the interest rates.

The impact on Company’s loss after tax and on other equity due to change in interest rate is given below :

b. Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities i.e. when revenue or expense is denominated in a foreign currency. The Company is not exposed to foreign currency risk.

c. Price Risk :

Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. The Company has investment in securities which is not exposed to price risk except investment in 15% Compulsory Convertible Debentures which is recognised under the category of Fair value through profit and loss (under level 3) which is made in previous year.

II. Credit Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as Investment, Cash and cash equivalent, balances with banks and other financial assets . The Company’s exposure to credit risk is disclosed in note 6, 8, 9 and 10.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the standalone statement of profit and loss.

The Company measures the expected credit loss based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.

Other Financial assets

Credit risk arising from other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies.

For other financial assets e.g. Investments and other assets, Company periodically assesses financial reliability counter parties, taking into account the financial condition, current economic trends, and analysis of historical credit losses and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

III. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.

The table below analyse financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Capital Management

For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

As at March 31, 2023 and March 31, 2022, the Company has one class of shares in the nature of equity. Further company had raised fund through loans from related parties. Consequent to such capital structure, there are no externally imposed capital requirements.

The Company monitors capital using gearing ratio, which is total debt divided by total capital plus debt.

Note 30 : Segment Reporting

There are no reportable segments under Ind AS-108 ‘Operating Segments’ as all the activities relate to only one segment i.e. civil construction. Further the management of the Company is also reviewing the results / operations of the Company as single segment i.e. civil construction.

Note 31 : Disclosure required under Section 186(4) of the Companies Act 2013 and Sebi (listing agreement and disclosure requirements) regulations, 2015

In the previous year, the Company purchased 15% Unsecured Compulsory Convertible Debentures of Give Vinduet Windows and Doors Private Limited for Rs. 60 lakhs at face value from existing shareholders of Give Vinduet Windows and Doors Private Limited. As mentioned in note 6.1 of standalone financial statements, the same is approved by the board of directors, however, shareholders approval for the same not obtained The Company has obtained the approval from shareholders u/s 186 of the Act for making any investments upto Rs. 40,000 lakhs in the current year.

Note 32 : Deferred Tax Assets / Liabilities:

Due to the absence of virtual/ reasonable certainty about the future taxable income, the Company has not recognised deferred tax assets (net of deferred tax liabilities) on any carried forward business losses, unabsorbed depreciation and other components. Details of the component of deferred tax items thereon are as follows:

of management, no impairment is required for investment value in the Subsidiary Company (MMBPL) since it is committed to complete the construction of the project.

Note 35 : In the Previous year, the Company in capacity of intermediary is in receipt of funds via unsecured loan and same has been invested in the Compulsory Convertible Debentures (CCD’s) in the year for which details are given below:

The Company has received Rs. 10 lakhs on 13th July 2021 and Rs. 50 lakhs on 19th July 2021 from Modulex Modular Buildings Private Limited (MMBPL) (Intermediary party) which is turn received the funds Give Vinduet Windows and Doors Private Limited (GIVWDPL) (Funding party). The Company has utilized Rs. 10 lakhs and Rs. 50 lakhs on 13th July 2021 and 19th July 2021 respectively for purchase of Compulsory Convertible Debentures (CCD) of GIVWDPL from existing CCD holders of GIVWDPL (ultimate beneficiaries / ultimate receipt of funds).

Additional details:

a) Give Vinduet Windows and Doors Private Limited (U28111KL2011PTC028899) (Company in which directors are interested): No.67/6446, Basin Road, Ernakulam, Kerala - 682031, India

b) Modulex Modular Buildings Private Limited (Subsidiary) (U45400KL2008PTC029096): 67/6446, Basin Road, Cochin - 682031 Kerala.

c) CCD holders of GIWDPL: Various details of CCD holders GIVWDPL are given below:

i) Anila Jain : PAN - ABZPJ3933H, Address - 28-111, 3rd Floor, West Patel Nagar, New Delhi -110008

ii) Pramila Kumari : PAN - AAPPP9137Q, Address - B-5, Shivalaya Marg, Sethi Colony, Jawahar Nagar, Jaipur - 302004

iii) Deo Narain Kalla : PAN - AGDPK9101D, Address - 4-CH-15, Jawahar Nagar, Jaipur - 302004

iv) Vinod Kumar Jain : PAN - ABEPJ9443P, Address - B-5, Shivalaya Marg, Sethi Colony, Jawahar Nagar, Jaipur - 302004

v) Nishi Lodha : PAN - AAGPL8897G, Address - 7, Wali Garden, Bardia Colony, Musem Road, Jaipur - 302004

d) In the Previous Year ,the Company has complied with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been complied with for above transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003) except that as stated in note 6.1 of standalone financial statements, investments in Compulsory Convertible Debentures of Give Vinduet Windows and Doors Private Limited aggregating to Rs. 60 lakhs (excluding fair value adjustment under Ind AS) was approved by the board of directors of the Company, however, the shareholder’s approval for the same was not obtained as per the requirement of Section 186 of the Companies Act 2013. During the current year, the Company has obtained prospective approval from shareholders u/s 186 of the Act for making any investments upto Rs. 40,000 lakhs.

Interest expense on borrowings was Rs 47.22 Lakhs and Rs 38.20 lakhs lor the year ended 31st March 2023 and 31st March 2022 respectively.

Note 38 : In the previous year, the Company received a whistleblower complaint from one of the person (hereinafter referred to as “the complainant”). The Complainant was an independent director of the Company till 6th March 2023 (Refer Note 43). The Complaint was filed with respect to the conduct of the board meeting held for approval of the right issue of equity shares. Based on the complaint, said matter was raised by the statutory auditor to the audit committee and the statutory auditor had also submitted its report to the Central Government in Form No ADT 4 as per the requirement of the Companies (Audit and Auditor) Rules, 2014. The Company has appointed an independent third party to investigate the complaint. Based on the investigation report submitted by the third party which is also approved by the audit committee in a meeting held on 2nd September 2022, allegations made in the said whistleblower complaint are found baseless. Further, during the year, the Company has received an additional 2 whistleblower complaints from the above complainant. The Audit Committee has rebutted the allegation levelled by the Complainant and has suggested to take the appropriate legal action against the complainant by referring these entire matters to the board of directors for further actions. The board of directors is exploring the best feasible option to close the matter.

Note 39 : In the opinion of the management, the Company is not required to obtain registration as NonBanking Financial Company (NBFC) as it is neither carrying on any financial activities and nor proposing to carrying on financial activities as principal business in future and revenue of the Company is mainly affected due to delay in implementing the project by the subsidiary company. Further, the Company is taking necessary steps to generate revenue from non-financial assets. This is also confirmed by the consultant of the Company.

Note 40 : The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020. The Company will assess the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Note 41 : The Company has not maintained the video recordings of the certain board meetings and audit committee meetings which are held virtually till 31st March 2022 as per requirement of Section 108 of the Companies Act 2013 due to technical glitches. However, signed physical board minutes and audit committee minutes of meeting have been maintained by the Company.

Note 42 : In the current year, the board of directors in its meeting held on 9th November, 2022 approved for issue and allotment of not more than 1,81,05,576 equity shares of the Company on a preferential basis via swap against the equity shares of Give Vinduet Windows and Doors Private Limited in the ratio of 1:1.345. Further, shareholders have given approval for the issue of 1,78,98,746 equity shares on a preferential basis

via swap ratio of 1:1.353 through a postal ballot which commenced on 14th November 2022 and ended on 13 th December 2022. Subsequent to the year ended 31st March 2023, final in principle approval is received from the Bombay Stock Exchange is received for 1,78,98,746 equity shares of Rs 10 each to be issued at a price not less than Rs 13.53 to the persons other than cash on the preferential basis pursuant to share swap basis. As a result, no impact has been given in the standalone financial statements for the year ended 31st March 2023.

Note 43 : One of the independent director of the Company as mentioned in Note 38 has resigned w.e.f. 7th March 2023 and he has levelled certain allegations against the Company / certain employees & directors of the Company. Based on the said letter, the Company has received an email from the Bombay Stock Exchange to submit its reply. The Company has rebutted the allegation levelled by the said independent director. The Company has replied to the email received from the Bombay Stock Exchange and also uploaded it on the website of the stock exchange.

Note 44 : The Company has incurred a net loss (before other Comprehensive Income) in the current year and in the previous year. The Company’s current assets are not sufficient to meet it’s current liabilities. The Company is implementing project at Pune through its subsidiary company (Modulex Modular Buildings Private Limited) and progress of project is slow considering the various factors (including the temporary suspension of project). There is material uncertainty related to the aforementioned conditions that may cast significant doubt on the Company continuing as a going concern. The management is expecting an improvement in the performance of the Company in the long run and the management is also committed to complete the project at Pune through its subsidiary company. Considering these and considering that the promoters are committed to give financial support as and when required by the Company, in the opinion of management, the Standalone financial statements are prepared on the going concern basis.

Note 45 : Other Commitments:

The Company has given the commitment to provide the financial support to Subsidiary Company (Modulex Modular Buildings Private Limited) as and when required.

Note 46 : Comparatives

The figures of the previous year have been regrouped and re-arranged wherever necessary to conform to current presentation. The figures for the current year and previous year have been presented in Rs in Lakhs.

As per our report of even date attached

For RMJ & Associates LLP For and on behalf of the Board of

Chartered Accountants Modulex Construction Technologies Limited

Firm Registration No. W100281 (CIN: L25999PN1973PLC182679)

Rakesh Upadhyaya Suchit Punnose Ajay Palekar

Partner Director Managing Director

Membership No. 046271 (DIN 02184524) (DIN 02708940)

Mahendra Kumar Bhurat Bhoomi Mewada

Chief Financial Officer Company Secretary

Place: Mumbai (PAN AJIPB3300M) (M.No. A34561)

Date : 30^th May, 2023 Date : 30^th May, 2023

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Mar 31, 2018

1. Critical accounting estimates and assumptions

The estimates and judgements used in the preparation of the said financial statements are continuously evaluated by the Company, and are based on historical experience and various other assumptions and factors (including expectations of future events), that the Company believes to be reasonable under the existing circumstances. The said estimates and judgements are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates - even if the assumptions under-lying such estimates were reasonable when made, if these results differ from historical experience or other assumptions do not turn out to be substantially accurate. The changes in estimates are recognised in the financial statements in the period in which they become known.

2. Standards issued but not yet effective up to the date of issuance of the Company’s financial statements

The new Standards, amendments to Standards that are issued but not yet effective until the date of authorisation for issuance of the said financial statements are discussed below. The Company has not early these amendments adopted and intends to adopt when they become effective.

Ind AS 102 ‘Share based payments’

In March 2018, MCA issued amendments to Ind AS 102 pertaining to measurement of cash-settled share based payments, classification of share-based payments settled net of tax withholdings and accounting for modification of a share based payment from cash-setlled to equity-settled method.

The amendments are applicable to annual periods beginning on or after April 1, 2017 with early adoption permitted. The Company does not expect that the adoption of the amendments will not have any significant impact on the said financial statements.

a) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential

Nature and Purpose of Reserves Securities Premium Reserve

Securities Premium Reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act. Capital Reserve

Capital reserve will be utilised in accordance with provision of the Act.

Retained Earnings

Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders

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Mar 31, 2015

Not available

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Mar 31, 2014

NOTE 1

a) Fixed Assets / Intangible Assets - Company does not own any fixed asset.

b) Inventories - Company does not have any inventories

c) Contingent Liabilities - Nil

d) Earnings Per Share - Basic & Diluted earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

NOTE 2

Notes to Statement of Profit & Loss Account

a) Revenue Recognition - Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

b) Retirement and Other Employee Benefits - Liability in respect of gratuity to employees is accounted for and as and when paid.

d) Taxation - Provision for current tax is made for the tax liability payable on taxable income after considering tax allowances, deductions and exemptions determined in accordance with the prevailing tax laws.

e) Prior period comparatives - Previous year''s figures have been regrouped, rearranged or reclassified wherever necessary.

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Mar 31, 2011

1 Previous Year figure have been reworked, regrouped, rearranged and reclassified, wherever considered necessary. Figures have been rounded off to nearest rupee

2. The company has been advised that no provision for taxation is necessary for the current financial year in view of losses incurred.

3. Board is ol the opinion that current assets, loans and advances have value at least equal to the amount stated, on realisation in the ordinary course of business

4. As required by Accounting standard - 22 (AS 22) on 'Accounting for Taxes on Income' issued by Institute of Chartered Accountants of India deferred tax assets/llabilities have not been recognised since in the opinion of the management there is no reasonable certainty- That sufficient future income will be available against which these can be realised.'

iii accordance With AN 18. Related Party Disclosure" issued by the Institute of chartered Accountants of India, the company has complied and certified the required information as stated below: -

Following persons having significant influence over the activities in the company:

i.) Mr. V. D. Jain

ii ) Smt. Amna Join

iii.) Mr. Ashok Jam

iv. ) Shri Asliok Jain (HUF)

v. ) Smt. Bela Mittal

vi. ) Mr. J.P. Jain

vii. ) Nidhi Trust

viii. ) M/S Ken Hlecirics Ltd.

Some transactions from related parties are loan & advances as under,

l .J Ken Electicul Ltd. : Rs. 14,14,363/-

2. ) Vindato Investment Ltd. ; Rs. 12,980/-

3. ) Bela Mittal : Rs. 1.90.120/-

4) Telec Ltd. ; Rs. 85.478/-

5.) ABC Electrical Ltd. : Rs. 1,07.572/-