To,
The Members of
MODULEX CONSTRUCTION TECHNOLOGIES LIMITED ("Company")
The Directors have pleasure in presenting 52nd Annual Report
of the Company, along with the Audited
Financial Statements (Standalone & Consolidated), for the Financial
Year ended 31st March, 2025.
FINANCIAL RESULTS
The Company's financial Performance (Standalone and Consolidated)
for the Financial Year 2024-25 is summarized below:
Particulars |
Standalone |
Consolidated |
|
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
Year ended 31st March 2025 |
Year ended 31st March 2024 |
| Revenue from Operations |
0.00 |
0.00 |
0.00 |
0.00 |
| Other Income |
18.87 |
18.41 |
1307.77 |
115.54 |
| Profit for the year before Finance Cost, |
(131.45) |
(88.31) |
690.18 |
(592.23) |
| Depreciation, Exceptional Items and Tax |
|
|
|
|
| Less: Finance Cost |
45.66 |
54.87 |
215.25 |
72.55 |
| Less: Depreciation and Amortization Expenses |
0.14 |
0.00 |
11.76 |
9.24 |
| Profit/(Loss) before share of profit in
associate, exceptional items and tax |
(177.25) |
(143.18) |
463.16 |
(674.01) |
| Add: Share of profit/(Loss) in associates |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit/(Loss) before Exceptional Items and
Tax |
(177.25) |
(143.18) |
463.16 |
(674.01) |
| Less: Exceptional Item |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit/(Loss) Before Tax |
(177.25) |
(143.18) |
463.16 |
(674.01) |
| Less: Tax expenses |
0.00 |
0.00 |
(24.20) |
16.67 |
| Profit/(Loss) for the year |
(177.25) |
(143.18) |
487.37 |
(690.68) |
| Other Comprehensive Income |
0.00 |
0.00 |
360.60 |
0.56 |
| Total Comprehensive Income for the year |
(177.25) |
(143.18) |
847.97 |
(691.24) |
The above figures are extracted from the Standalone and Consolidated
Financial Statements prepared in accordance with accounting principles generally accepted
in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the
Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant
provisions of the Act and guidelines issued by the Securities and Exchange Board of India.
The Financial Statements are available on the Company's website at www.modulex.in
STATE OF COMPANY'S AFFAIRS Standalone
During the year under review, the Company's total income for the
Financial Year ended 31st March, 2025 was Rs. 18.87 lakhs from Rs. 18.41 lakhs
as against the previous year, Profit before tax Rs. (177.25) lakhs against Profit of Rs.
(143.18) lakhs during previous year and the Profit after tax was Rs. (177.25) lakhs as
compared to Rs. (143.18) lakhs in the previous year.
Consolidated
During the year under review, The Company's total income for the
Financial Year ended 31st March, 2025 was Rs. 1307.77 lakhs from Rs. 115.54
lakhs as against the previous year, Profit before tax Rs. 463.16 lakhs against loss of Rs.
(674.01) lakhs during previous year and the Profit after tax was Rs.487.37 lakhs as
compared to Rs. (690.68) lakhs in the previous year.
DIVIDEND
The Board has not declared any dividend during the year under review.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to the General Reserve. For details on Reserves, please refer to note no. 13 of the
accompanying Standalone Financial Statement.
SHARE CAPITAL
During the period under review, the Authorised Share Capital of the
Company was increased from Rs.93,00,00,000/- (Rupees Ninety Three Crores only), comprising
9,29,50,000 (Nine Crores Twenty Nine Lakhs Fifty Thousand) Equity Shares of Rs.10/-
(Rupees Ten only) each aggregating to Rs.92,95,00,000/- (Rupees Ninety Two Crores Ninety
Five Lakhs only), and 50,000 (Fifty Thousand) Cumulative Redeemable Preference Shares of
Rs.10/- (Rupees Ten only) each aggregating to Rs.5,00,000/- (Rupees Five Lakhs only), to
Rs.120,00,00,000/- (Rupees One Hundred and Twenty Crores only).
The Authorised Share capital as on the date of the report comprises of
Rs.119,95,00,000/- (Rupees One Hundred and Nineteen Crores Ninety Five Lakhs only),
divided into 11,99,50,000 (Eleven Crores Ninety Nine Lakhs Fifty Thousand) Equity Shares
of Rs.10/- (Rupees Ten only) each and Rs.5,00,000/- (Rupees Five Lakhs only) divided into
50,000 (Fifty Thousand) Cumulative Redeemable Preference Shares of Rs.10/- (Rupees Ten
only) each.
The increase in Authorised Share Capital was approved by the
Shareholders at the Extra-Ordinary General Meeting held on 10th December, 2024
and necessary alterations were made to Clause V of the Memorandum of Association of the
Company accordingly.
As on the date of this Report, the paid-up share capital of the Company
stands at Rs.69,20,17,860/-
(Rupees Sixty Nine Crores Twenty Lakhs Seventeen Thousand Eight Hundred
Sixty only), comprising 6,92,01,786 (Six Crores Ninety Two Lakhs One Thousand Seven
Hundred Eighty Six) Equity Shares of Rs.10/- (Rupees Ten only) each.
During the year, the Company has not issued any shares, including sweat
equity shares, to its employees under any scheme or Employee Stock Option Plan (ESOP).
Allotment of Convertible Warrants
During the year under review, the Company issued and allotted
3,71,80,555 (Three Crores Seventy One Lakhs Eighty Thousand Five Hundred Fifty Five)
convertible warrants on a preferential basis to persons not belonging to the promoter or
promoter group. Each warrant will be convertible into one equity share of the Company
having a face value of Rs.10/- (Rupees Ten only), in the ratio of 1:1.
As per the terms of issue, the said convertible warrants shall be
exercisable for conversion into equity shares after the completion of 18 months from the
date of allotment.
SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
The Company does not have any Associate and Joint Venture Companies as
on 31st March, 2025. The Company has formulated a Policy for determining
material subsidiaries. The said policy is available on the website of the Company at
https://modulex.in/wp-content/uploads/2024/08/Policy-on-Material-Subsidiaries-and-Governance.pdf.
The following are the details of the Subsidiaries of the Company as on 31st
March, 2025.
Modulex Modular Buildings Private Limited (MMBPL)
MMBPL is a stepdown subsidiary of the Company, Company holds 93.29%
stake in MMBPL which is a well-established, constructing factory at Indapur, Pune. MMBPL
is subsidiary of the Company in terms of Regulation 16(c) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,2015.
Give Vinduet Windows and Doors Private Limited (GVWDPL)
GVWDPL is a stepdown subsidiary of the Company, Company holds 83.75%
stake. GVWDPL is subsidiary of the Company in terms of Regulation 16(c) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Performance and financial position of Subsidiary Companies
As required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and
Section 129 of the Act, the Consolidated Financial Statements have been
prepared by the Company in accordance with the applicable accounting standards and forms
part of the Annual Report. Further, a statement containing the salient features of
Financial Statements of subsidiaries, in the prescribed Form AOC-1 is annexed along with
the Consolidated Financial Statement.
In accordance with Section 136 of the Companies Act, 2013, the Audited
Financial Statements, including the Consolidated Financial Statements and related
information of the Company and Financial Statements of its Subsidiaries, will be updated
on the website www.modulex.in.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as required in terms of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of this Report.
CORPORATE GOVERNANCE REPORT
A Report on Corporate Governance along with the Compliance Certificate
from the Auditors forms part of the Annual Report.
The Board of Directors of the Company have adopted a Code of Conduct
and the same has been hosted on the Company's website at
https://modulex.in/investor-relations/.The Directors and Senior Management
Personnel have affirmed their compliance with the Code of Conduct for
the Financial Year ended 31st March, 2025.
BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION Board Meetings
The Board of Directors of the Company met Seven (7) times during the
Financial Year 2024-25 i.e. on
30th May, 2024, 5th July, 2024, 25th
July, 2024, 28th August, 2024,13th November, 2024, 18th
December, 2024, and 11th February, 2025.
Formal Annual Evaluation
In compliance with the Act and Regulation 17 and other applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,
the performance evaluation of the Board, its committees and of the Directors was conducted
during the year under review.
Manner of effective evaluation
The Company has laid down evaluation criteria in the form of
questionnaire, separately for the Board, its committees, and the Directors.
Evaluation of Directors, Board, and its committees
The criteria for evaluation of Directors includes parameters such as
attendance, participation and contribution by Director, acquaintance with business,
independence, providing timely disclosures as per statutory requirements etc.
The criteria for evaluation of Board includes whether Board meetings
were held in time, all items which were required as per law to be placed before the Board
were placed or not, whether the same have been discussed and appropriate decisions were
taken, adherence to legally prescribed composition and procedures, timely induction of
additional/women Directors and replacement of Board members/ Committee members, whenever
required, whether the Board facilitates the Independent Directors to perform their role
effectively, and whether the Board reviews redressal of investor grievances etc. The
criteria for evaluation of Committees includes adherence to the roles and functions as
defined in their terms of reference, independence of the Committee, whether the Committee
has sought necessary clarifications, information and explanations from management,
internal and external auditors etc. Based on the defined criteria, evaluations were
conducted for each Director, Committees, and
Directors. The observations and feedback from the Directors were
discussed and presented to the Chairman of the Board. The performance evaluation of the
Non-Independent Directors and the entire Board was conducted. Additionally, the
performance evaluation of the Independent Directors was also conducted for the year ended
31st March, 2025.
The Directors expressed their satisfaction with the evaluation process
and the performance evaluation of the Board, its Committees, and Directors including
Independent Directors, was found to be satisfactory.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Shareholders of the Company at the Annual General Meeting held on
26th September, 2024, approved the re-appointment of Mr. Suchit Punnose as
Whole Time Director and Key Managerial Personnel for a period of 3 years with effect from
1st October, 2024.
During the year under review, Mr. Ajay Palekar, Managing Director, who
retire by rotation, was reappointed as a Director by the Shareholders at the Annual
General Meeting held on 26th September, 2024. In accordance with the provisions
of the Act and the Articles of Association of the Company, Mr. Ajay Palekar, Managing
Director, retires by rotation at the ensuing Annual General Meeting, and being eligible
has offered himself for re-appointment. The Board of Directors at their meeting held on 27th
May, 2025, have recommended his re-appointment to the Shareholders for their approval.
During the year under review, the designation of Mr. Aditya Vikram
Kanoria was changed from Non-
Executive Independent Director to Non-ExecutiveDirectorwitheffectfrom25
th July, 2025.
As on the date of this Report, the designation of Mr. Jayesh Sheth has
been changed from Non-Executive
Independent Director to Executive Director Finance, with effect from 15th
April, 2025.
Independent Directors & Declarations
As on the date of the report, the Company has 4 (Four) Independent
Directors namely, Mr. Raj Kumar Sharma, Mrs. Rakhee Agarwal, Mr. Parag Mehta* and Major
General MN Devaya (Retd)*. The Company has received declaration of independence from them
in terms of Section 149 of the Act and also as per the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015. Further, they have in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014,confirmedthat
they have enrolled themselves in the Independent Directors' Databank maintained with
the Indian Institute of Corporate Affairs.
Mr. Parag Mehta and Major General M.N. Devaya (Retd.) were appointed as
Additional Directors (Non-Executive, Independent) with effect from15 th April,
2025. Their appointment is subject to the approval of the shareholders at the ensuing
Annual General Meeting.
Company's Policy on Directors' Appointment and Remuneration
etc.
The Company has devised, inter alia, a policy on Director's
appointment and Remuneration including Key Managerial Personnel and other employees. This
policy outlines the guiding principles for the
Nomination and Remuneration Committee for identifying persons who are
qualified to become Directors and to determine the independence of Directors, while
considering their appointment as Directors of the Company and that remuneration is
directed towards rewarding performance based on Individual as well as Organizational
achievements and Industry benchmarks.
The aforesaid policy is available on the website of the Company at
https://modulex.in/wp-content/ uploads/2024/08/Remuneration-Policy.pdf
Familiarization Program for Independent Directors
The details of familiarization programme conducted for Independent
Directors are mentioned in the Corporate Governance section, forming part of the Annual
Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into Related Party Transactions during the
Financial Year which were in the ordinary course of business and at arm's length
basis.
During the year, the Company had entered into contracts / arrangements
/ transactions with related parties which is enclosed to the report in Form No. AOC-2 as
Annexure I in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014.
The Company has formulated a policy on dealing with Related Party
Transactions. The same is available on the Company's website at
https://modulex.in/wp-content/uploads/2024/08/Policy-on-Related-Party-Transactions.pdf .
The details of all the transactions with Related Parties are provided in the accompanying
financial statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the year under review,therewerenosignificant/ material orders
passed by the Regulators/Courts/
Tribunals, which would impact the going concern status of the Company
and its future operations.
AUDITORS: a. Statutory Auditors
M/s. Dhadda & Associates, Chartered Accountants (FRN: 013807S) were
appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years,
at the 50th Annual General Meeting held on 26th September, 2023. The
Auditors have confirmed that they are not disqualified from continuing as Auditors of the
Company.
Auditors' Report
The Auditors' Report does not contain any qualification,
reservation, adverse remark, or disclaimer. The Notes to the financial statements referred
in the Auditors' Report are self-explanatory and do not call for any further
comments.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made thereunder, the Company appointed Mr. Hitesh J. Gupta, Practicing Company
Secretary, as the Secretarial Auditor of the
Company to conduct the Secretarial Audit of the records and documents
of the Company for the Financial Year 2024-25.
The Secretarial Audit Report of the Company is annexed herewith as
"Annexure II " and the Secretarial Audit Report of Material Subsidiary i.e.
Modulex Modular Buildings Private Limited is annexed herewith as "Annexure II A and
Give Vinduet Windows and Doors Private Limited is annexed herewith as " Annexure II
B".
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2024-25 for
the compliances in respect of all applicable regulations, circulars and guidelines issued
by the Securities and Exchange Board of India. The
Annual Secretarial Compliance Report, as required under Regulation 24A
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been
obtained from Mr. Hitesh J. Gupta, Practicing
Company Secretary and Secretarial Auditor of the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, there were no instances of fraud
reported. Accordingly, neither the Statutory Auditors nor the Secretarial Auditor reported
any fraud to the Audit Committee or the Board under Section
143(12) of the Act.
ANNUAL RETURN
The Annual Return as provided under Section 92(3) of the Companies Act,
2013 and as prescribed in Form MGT-7 of the Companies (Management and Administration)
Rules, 2014 will be available on the website of the Company at www.modulex.in.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company promotes safe, ethical, and compliant conduct across all
its business activities and has put in place a mechanism for reporting illegal or
unethical behavior. The Company has established a robust Vigil Mechanism and a
Whistleblower Policy in accordance with the provisions of the Act and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015.
Employees and other stakeholders are encouraged to report actual or suspected violations
of applicable laws and regulations and the Code of Conduct. Additional details about the
Vigil Mechanism and Whistleblower Policy of the Company are explained in the Corporate
Governance Report, which forms part of the Annual Report and the Policy is hosted on the
website of the Company at
https://modulex.in/wp-content/uploads/2024/08/Whisle-Blower-Policy.pdf
https://modulex.in/investor-relations/
DIRECTOR RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
• 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 2024-25 and of the loss of the Company for that period;
The Directors have taken proper and sufficient care for the maintenance
of 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.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Controls commensurate with
its size and nature of business.
These internal controls are designed to ensure that the financial
statements are prepared based on reliable information. The Internal Auditors of the
Company to review the existing internal financial controls and suggest necessary
improvements / enhancements to strengthen the same. Internal Audits are regularly
conducted by Internal Auditors the Company and Internal Audit Reports are reviewed by the
Audit Committee on a quarterly basis.
PARTICULARS OF LOANS GIVEN, GUARANTEES/ SECURITIES PROVIDED AND
INVESTMENTS MADE
Details of the loans extended, guarantee(s) given or investment(s) made
by the Company under Section
186 of the Companies Act, 2013, during the Financial Year 2024-25, are
provided in the Notes to the Financial Statements.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company currently has less than 10 employees and hence the
provisions relating to the constitution of the Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
are not applicable to the Company. In any event, no complaints were received as to the
sexual harassment from any employee during the year under review.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENT RELATES AND DATE OF THE REPORT
There are no material changes or commitments affecting the financial
position of the Company that have occurred between the end of the Financial Year and the
date of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The requirements under Section 134(3)(m) of the Act, read with Rule 8
of the Companies (Accounts)
Rules, 2014, for disclosure in respect of conservation of energy,
technology absorption, are not applicable to the Company. Having said that, the buildings
that the Company is in the process of designing and which will be manufactured by its
Subsidiary Company i.e., Modulex Modular Buildings Private Limited will be energy
efficient and carbon neutral.
During the period under review, the Company had no Foreign Exchange
earnings and outgo.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, no employee of the Company was in receipt
of remuneration in excess of the limits prescribed under section 197 read with rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CREDIT RATINGS
The Company has not obtained credit ratings during the Financial Year
2024-25.
MAINTENANCE OF COST RECORDS
The provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, are not applicable and as on the date of the report
Company is not required to appoint a Cost Auditor or to maintain Cost records.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Act, relating to the Corporate Social
Responsibility are not applicable to the Company during the year under review.
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of
business of the Company.
PUBLIC DEPOSITS
During the year under review, the Company has neither invited nor
accepted any deposit from public within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to
time.
RISK MANAGEMENT
Risk Management is embedded in your 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.
APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There were no applications made by the Company or upon the Company
under the Insolvency and Bankruptcy Code, 2016 during the period under review. There are
no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by/against the
Company as on 31st March, 2025.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF. - Not Applicable
ACKNOWLEDGEMENT
Your Directors' would like to express their deep appreciation for
the co-operation received from the Employees, Customers, Government, Regulatory
authorities, Vendors, Banks and last but not the least, the Shareholders for their
unwavering support, during the year under review.
For and on behalf of the Board of Directors
Modulex Construction Technologies Limited
| Sd/- |
Sd/- |
| Suchit Punnose |
Ajay Palekar |
| Chairman and Whole Time Director |
Managing Director |
| DIN: 02184524 |
DIN: 02708940 |
| 27th May, 2025 |
|
| Pune |
|
|