Modulex Construction Technologies Ltd Directors Report

To,

The Members of

Modulex Construction Technologies Limited

The Board of Directors of your Company are pleased to present the 53^rd Annual Report of the Company, together with the Audited Financial Statements, for the Financial Year ended 31^st March, 2026. This Report provides a comprehensive overview of the Companys performance, including a summary of the Financial Results and key highlights for the year under review.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended 31st March, 2026	Year ended 31st March, 2025	Year ended 31st March, 2026	Year ended 31st March, 2025
Revenue from Operations	0.00	0.00	0.00	0.00
Other Income	250.09	18.87	203.01	1307.77
Profit for the year before Finance Cost,	(44.13)	(131.45)	(991.29)	463.16
Depreciation, Exceptional Items and Tax
Less: Finance Cost	0.00	45.66	186.01	215.25
Less: Depreciation and Amortization Expenses	0.20	0.14	305.28	11.76
Less: Exceptional Item	0.00	0.00	0.00	0.00
Profit/(Loss) Before Tax	(44.33)	(177.25)	(1482.58)	463.16
Less: Tax expenses	0.00	0.00	0.00	(24.20)
Profit/(Loss) for the year	(44.33)	(177.25)	(1482.58)	487.37
Other Comprehensive Income	0.00	0.00	(123.54)	360.60
Total Comprehensive Income for the year	(44.33)	(177.25)	(1606.13)	847.97

PERFORMANCE:

Standalone Financial Performance

During the year under review, the Companys total income for the Financial Year ended 31^st March, 2026 stood at Rs. 250.09 lakhs as compared to Rs. 18.87 lakhs in the previous year. The Company reported a

Profit/(Loss) before tax of Rs. (44.33) lakhs as against a loss of Rs. (177.25 lakhs) in the previous year. The Profit/(Loss) after tax for the year under review was Rs. (44.33) lakhs as compared to a loss of Rs. (177.25) lakhs in the previous year.

Consolidated Financial Performance

During the year under review, the Companys total income on a consolidated basis for the Financial Year ended 31^st March, 2026 stood at Rs. 203.01 lakhs as compared to Rs. 1,307.77 lakhs in the previous year.

The Company reported a Profit/(Loss) before tax of Rs. (1482.58) lakhs as against a profit of Rs. 463.16 lakhs in the previous year. The Profit/(Loss) after tax for the year under review was Rs. (44.32) lakhs as compared to a profit of Rs. 487.37 lakhs in the previous year.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

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

TRANSFER TO RESERVES

During the year under review, the Board of Directors has not proposed to transfer any amount to the General Reserve.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

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

Details of loans given, guarantees provided and investments made by the Company under Section 186 of the Companies Act, 2013 during the Financial Year 2025–26 are disclosed in the Notes to the Financial Statements.

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

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company is in the process of designing buildings, which will be manufactured by its subsidiary, Modulex Modular Buildings Private Limited, with a focus on energy efficiency and carbon neutrality.

During the year under review, the Company had no foreign exchange earnings or outgo.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Pursuant to Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance, along with the Auditors Certificate thereon, and the

Management Discussion and Analysis Report are provided and form an integral part of this Report.

DECLARATIONS FROM INDEPENDENT DIRECTORS

All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) and 25(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that all the Independent Directors are independent of the management and possess the requisite integrity, expertise and experience. There has been no change in the circumstances affecting their status as Independent Directors during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2026, the Board of the Company comprises eight (8) Directors, including a Chairman & Whole-time Director, Managing Director, Joint Managing Director, four (4) Independent Directors, and one (1) Non-Executive Non-Independent Director.

During the Financial Year 2025–26, the following changes took place in the composition and designation of the Board and Key Managerial Personnel in chronological order:

With effect from 15 ^th April, 2025, the designation of Mr. Jayesh Sheth was changed from Non-Executive Independent Director to Executive Director – Finance. Subsequently, he was re-designated as Joint Managing Director (Key Managerial Personnel) with effect from 1^th February, 2026.

With effect from 15 th April, 2025, Mr. Parag Mehta and Major General MN. Devaya (Retd.) were appointed as Additional Directors (Non-Executive Independent). Their appointment was further regularised at the Annual General Meeting held on 10^th July, 2025.

• During the year under review, Mrs. Rakhee Agarwal ceased to be an Independent Director of the Company upon completion of her tenure w.e.f 30^th September, 2025.

With effect from 30 ^th September, 2025, Mrs. Sudha Prajapati was appointed as an Additional Director

(Non-Executive Independent Woman Director). Her appointment was approved by the Members through postal ballot on 17^th December, 2025.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ajay Palekar, Managing Director, retires by rotation at the ensuing 53^rd Annual General

Meeting and being eligible, has offered himself for re-appointment. The Board of Directors, at its meeting held on 22^nd May, 2026, has recommended his re-appointment for the approval of the Members.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of annual 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 2025-26 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.

BOARD OF DIRECTORS ITS MEETINGS, EVALUATION Board of Directors and Its Meetings

During the Financial Year 2025 26, the Board of Directors met five (5) times, i.e., on 15 th April, 2025; 27^th May, 2025; 12th August, 2025; 14th November, 2025; and 11^th February, 2026. The intervening gap between the meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Annual Performance Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Performance Evaluation of the Board, its Committees, and Individual Directors was carried out for the Financial Year ended 31^st March, 2026.

The evaluation was conducted based on a structured framework covering, inter alia, participation, effectiveness of Board processes, adherence to statutory requirements, independence of judgment and discharge of roles and responsibilities.

The Independent Directors evaluated the performance of the Non-Independent Directors and the Board as a whole. The Board reviewed the outcome of the evaluation and noted that the performance of the Board, its Committees and individual Directors was satisfactory.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the criteria for appointment, qualification, independence and remuneration of

Directors, Key Managerial Personnel and Senior Management and is aligned with performance benchmarks and industry practices.

The Policy is available on the Companys website at https://modulex.in/wp-content/uploads/2025/09/ Remuneration-Policy-1.pdf

Familiarization Programme for Independent Directors

Details of the familiarisation programmes imparted to the Independent Directors are available in the Corporate Governance Report forming part of this Annual Report and are also hosted on the Companys website https://modulex.in/wp-content/uploads/2025/09/ID-Familiarization-Program-2.pdf

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, employees and stakeholders to report genuine concerns. The Policy is in line with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 read with Regulation 4(2)(d)(iv) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy is available on the website of the Company at: https://modulex.in/wp-content/uploads/2025/09/ Whistle-Blower-Policy-1.pdf

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at: https://modulex.in/investor-relations/financial-reports .

SHARE CAPITAL

As on 31^st March, 2026, the Authorized Share Capital of the Company stood at Rs. 120,00,00,000/-

(Rupees One Hundred and Twenty Crores only), comprising Rs. 119,95,00,000/- (Rupees One Hundred and Nineteen Crores Ninety-Five Lakhs only) divided into 11,99,50,000 Equity Shares of Rs. 10/- each and Rs. 5,00,000/- (Rupees Five Lakhs only) divided into 50,000 Cumulative Redeemable Preference Shares of Rs. 10/- each.

As on the date of this Report, the Paid-up Share Capital of the Company stands at Rs. 71,07,02,980/-

(Rupees Seventy-One Crores Seven Lakhs Two Thousand Nine Hundred and Eighty only), comprising 7,10,70,298 Equity Shares of Rs. 10/- each.

During the year under review, the Company allotted 18,68,512 Equity Shares of face value of Rs. 10/- each on 5^th February, 2026, to persons belonging to promoter and non-promoter categories, for consideration other than cash on a preferential basis by way of swap of equity shares of Give Vinduet Windows and

Doors Private Limited. As the said allotment was for consideration other than cash, the issue price was determined based on a valuation report obtained from a Registered Valuer, in compliance with the provisions of Section 247 of the Companies Act, 2013 and the rules made thereunder.

The Company has not issued any shares, including sweat equity shares, nor granted any stock options under any Employee Stock Option Scheme (ESOP) during the year under review.

MATERIAL CHANGE AND COMMITMENT:

Disclosure as per Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014:

The Company has raised funds through preferential allotment of 1,16,89,473 convertible warrant on 18^th December, 2024 and 2,54,91,082 convertible warrants on 01^st January, 2025 of Rs. 18/- each convertible into or exchangeable for 1 (one) fully paid-up equity share of the Company having face value of Rs. 10/- (Rupees Ten only) each at a price of Rs. 18/- (Rupees Eighteen only) including Warrant Face value of

Rs. 10/- each and premium of Rs. 8/- payable in cash, aggregating upto Rs. 66,92,49,990/- on a preferential basis.

The Company has received an aggregate amount of Rs. 14,79, 98,750/- (Rupees Fourteen Crores Seventy Nine Lakhs Ninety Eight Thousand Seven hundred and Fifty only), i.e., Rs. 18/- (Rupees Eighteen only) per warrant ("Warrant Subscription Price"), being 25% of the issue price per warrant as upfront payment for 3,71,80,555 (Three Crores Seventy one Lakhs Eighty Thousand Five Hundred and Fifty Five only)

Convertible Warrants.

As per the terms of issue, the aforesaid warrants shall be exercisable for conversion into equity shares after the completion of 18 months from the date of allotment i.e. 17^th June, 2026 for 1,16,89,473 warrants and 30^th June, 2026 for 2,54,91,082 warrants.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

As on 31^st March, 2026, the Company does not have any associate companies or joint ventures. As on 31^st March, 2026, the Company has the following subsidiaries:

• Modulex Modular Buildings Private Limited (MMBPL): Step-down subsidiary in which the

Company holds 93.23% stake, having a manufacturing facility at Indapur, Pune.

• Give Vinduet Windows and Doors Private Limited (GVWDPL): Step-down subsidiary in which the Company holds 99.51% stake.

Both the above entities qualify as subsidiaries in terms of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formulated a Policy for determining Material Subsidiaries in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company at https://modulex.in/wp-content/uploads/2025/09/Policy-for-determining-Material-Subsidiaries-1.pdf A statement containing the salient features of the Financial Statements of subsidiaries in Form AOC-1 forms part of the Consolidated Financial Statements of the Company, prepared in accordance with Section 129 of the Companies Act, 2013.

Further, pursuant to Section 136 of the Companies Act, 2013, Audited Standalone and Consolidated Financial Statements of the Company, along with the Financial Statements of its subsidiaries, are available on the website of the Company at www.modulex.in

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the Year under review were in the ordinary course of business and on an arms length basis.

The particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, are disclosed in Form AOC-2, which forms part of this Report as Annexure I.

The Company has in place a Policy on Related Party Transactions in compliance with the provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy is available on the website of the Company at: https://modulex.in/wp-content/uploads/2025/09/ Related-Party-Transactions-Policy-1.pdf Details of all Related Party Transactions are disclosed in the notes forming part of the Financial Statements.

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

During the year under review, no significant or material orders were passed by any regulators, courts or tribunals impacting the going concern status of the Company and its future operations.

AUDITORS:

a. Statutory Auditors

M/s. Dhadda & Associates, Chartered Accountants (Firm Registration No.: 013807S), were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the 50 ^th Annual General Meeting held on 26^th September, 2023. The Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company in terms of the provisions of the Companies Act, 2013.

Auditors Report

The Auditors Report on the Financial Statements for the Financial Year ended 31^st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

b. Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts)

Rules, 2014, the Company has appointed M/S. MJS & Co., Chartered Accountants, as Internal Auditors of the Company, to undertake the Internal Audit of the Company for FY 2025-26.

The Internal Audit Report issued by the Internal Auditors was present before the Audit Committee of the Company.

The Internal Audit Reports for Financial Year ended 31^st March 2026 do not contain any qualification, reservation or adverse remarks.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. MJS & Co., Chartered Accountants, as the Internal Auditor of the Company for the Financial Year ending 31^st March, 2027. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder, the Company appointed Mr. Hitesh J. Gupta, Practicing Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2025–26.

The Secretarial Audit Report is annexed hereto as Annexure II.

The Secretarial Audit Report of Material Subsidiary i.e. Modulex Modular Buildings Private Limited is annexed herewith as "Annexure IIA and Give Vinduet Windows and Doors Private Limited is annexed herewith as " Annexure IIB.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Company has obtained the Annual Secretarial Compliance Report for the Financial Year 2025–26 from Mr. Hitesh J. Gupta, Practicing Company Secretary.

The said Report confirms compliance with all applicable SEBI Regulations, circulars and guidelines issued thereunder.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, no instances of fraud were reported. Accordingly, neither the Statutory Auditors nor the Secretarial Auditor have reported any fraud to the Audit Committee or the Board under

Section 143(12) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls commensurate with its size and nature of business. These controls are designed to ensure the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of accounting records, as well as the timely preparation of reliable financial information.

The Internal Auditors of the Company reviews the adequacy and effectiveness of the Internal Financial

Controls and suggests necessary improvements, wherever required. Internal audits are conducted periodically, and the Internal Audit Reports are reviewed by the Audit Committee on a quarterly basis.

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

The Company has fewer than ten employees and accordingly, 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.

As per the Companies (Accounts) Second Amendment Rules, 2025 effective 14 ^th day of July, 2025, during the year under review, no complaints of sexual harassment were received by the Company, details as per below a. Number of complaints received during the financial year - NIL b. Number of complaints disposed off during the financial year - NIL c. Number of cases pending for more than 90 days NIL

MATERNITY BENEFIT COMPLIANCE DECLARATION

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended and in alignment with the principles of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particularly Schedule V relating to Corporate Governance disclosures, the Board affirms that the Company has fully complied with all applicable laws and regulations relating to maternity benefits during the Financial Year under review. No maternity benefit claim/leave was availed 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.

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 of the Companies Act, 2013 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 2025-26.

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.

RISK MANAGEMENT

Risk management is an integral part of the Companys operations. The Company has a framework in place for identification, assessment and mitigation of risks, which is reviewed periodically by the Board of

Directors and the Audit Committee.

The key risks and mitigation measures are detailed in the Management Discussion and Analysis Report forming part of this Annual Report.

APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made by or against the Company under the Insolvency and Bankruptcy Code, 2016. Further, no proceedings are pending under the said Code as on 31^st March, 2026.

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	Jayesh Sheth
Chairman and Whole Time Director	Joint Managing Director
DIN: 02184524	DIN: 03506031
22nd May, 2026
Pune