Equity Analysis

To,

The Members of

MODULEX CONSTRUCTION TECHNOLOGIES LIMITED ("Company")

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.

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

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

During the year under review, The Company's 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.

The Company's 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.

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

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.

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.

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.

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.

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.

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.

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

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

Details of the Subsidiaries are specified below:

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.

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.

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.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's 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.

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

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.

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

Pursuant to the provisions of Section 152 of the Companies Act, 2013 ("Act"), 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.

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.

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

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.

During the year, no changes took place in the Key Managerial Personnel ("KMP") 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

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 Company's 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.

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 Company's 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 Board's 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 "SS-1" and the Listing Regulations were adhered thereto, while considering the time gap between two meetings.

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:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Securities Committee

• Management Committee

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

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.

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 accounts, 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 2023-24 and of the loss 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 have laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively; and

• 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.

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.

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.

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 2023-24.

The Secretarial Audit Report is annexed hereto and titled as ‘Annexure I'.

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 Company's 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 ‘Annexure II'.

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

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 Board's Report.

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 is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns for the stakeholders. The Company's 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.

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 Company's 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

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

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.

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

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 Company's 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.

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

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.

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, 2024.

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

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.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Modulex Construction Technologies Limited CIN - L25999PN1973PLC182679 (hereinafter called "The Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2024 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not Applicable to the Company during the financial year under review);

e. The Securities and Exchange Board of India (Issue and listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during the financial year under review);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Act and dealing with client (Not Applicable to the Company during the financial year under review);

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable to the Company during the financial year under review);

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the financial year under review); and

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Having regard to the compliance system prevailing in the Company, I further report that on the examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the same.

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above, except the following matters as specified below:

1. There was a delay in submission of Financial Results under Regulation 33 of SEBI LODR, 2015 for quarter ended June, 2023 and September, 2023. Subsequently, penalty of Rs. 4,25,000/-, and Rs. 1,05,000/- was levied by BSE for respective quarters.

2. The below actions were taken by SEBI / BSE during the year pursuant to:

a. Late submissions with respect to Outcome of Board Meeting held on 14th February, 2024 to consider the Financial Results of the Company for the quarter ended 31st December 2023, further BSE had sought clarification from the Company related to the late submissions being made and necessary reply was been made in a timely manner.

b. Delayed submission with respect to the proceedings of the Annual General Meeting held on 26th September, 2023, further BSE had sought clarification from the Company related to the delayed submission being made and necessary reply was been made in a timely manner.

The Board of Directors of the Company is duly constituted with proper Balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate Notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least 7 days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable rules, laws, regulations and guidelines.

I further report that during the audit period, the following transactions have taken place:

1. Members of the Company through postal ballot dated 20th April, 2023 approved alteration of the Object Clause of the Memorandum of Association of the Company.

2. Allotment of 1,78,98,746 Equity Shares of face value of Rs. 10/- each, on preferential basis to the Promoter and Non-Promoters of the Company at a price not less than Rs. 13.53/- per share against Equity Shares of Give Vinduet Doors and Windows Private Limited by way of swap in the ratio of 1:1.353.

3. Resignation of RMJ & Associates LLP, Chartered Accountants as the Statutory Auditor of the Company w.e.f. 10th June, 2023 and subsequent appointment of M/s. Dhadda & Associates (FRN: 013807S), Chartered Accountants, as the Statutory Auditor of the Company at the Annual General Meeting held on 26th September, 2023.

4. Resignation of M/s. APMH & Associates LLP as an Internal Auditor of the Company w.e.f. 26^th October, 2023 & subsequent appointment of M/s. MJS & Co, Chartered Accountants as an Internal Auditor for the financial year 2023-24 at the Board Meeting held on 8^th November, 2023.

To,

The Members,

A-82, MIDC Industrial Estate,

Indapur, Pune - 413132

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis: