To

The Members

Tumus Electric Corporation Limited

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

Financial Performance

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

(in Rs. lakh)

Company’s Performance

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

Opertaional Review

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

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

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

Change in Promoters and Management

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

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

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

Material changes and Commitments

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

Dividend

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

Transfer to Reserve

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

Share Capital

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

Extract of Annual Return

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

Number of meetings of the Board

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

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

Directors Responsibility Statement

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

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

- The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2017-18 and of the profit of the Company for that period;

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

Particulars of loans, guarantees and investments

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

Internal control systems and their adequacy:

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

Related Party Transactions

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

Declaration of Independence

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

Board evaluation

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

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

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

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

Risk Management

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

Statutory Auditors

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

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

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

Internal Auditors

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

Secretarial Audit

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

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

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

Deposits from public

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

Directors and Key Managerial Personnel

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

Constitution of Committees

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

a. Composition of Audit Committee

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

b. Composition of Nomination and Remuneration Committee

c. Composition of Stakeholders Relationship Committee

ii. Following new Committee was constituted

a. Composition of Management Committee

Vigil mechanism

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

Particulars of Employees and Remuneration

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

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

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

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

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

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

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

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

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

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

Utilization of funds raised through Preferential Issue

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

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

(in Rs. Lac)

Corporate Social Responsibility Initiatives

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

Significant and Material orders passed by the regulators or Courts

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

Acknowledgement

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

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

For and on behalf of the Board of Directors of

TUMUS ELECTRIC CORPORATION LIMITED

Ajay Palekar,

Managing Director

DIN 02708940

Place: Mumbai

Date: 14^thAugust, 2018