Tivoli Construction Ltd Management Discussions.

Macroeconomic Review:

As we step away from the Financial Year 2018-19 and assess the current and future outlook the global economy grew by 3.1% during 2018. This is estimated to slow down to 2.9% in the coming year and then remain steady till 2020.

Economic momentum in India is expected to remain steady this fiscal year, which started in April. Robust government spending should support growth, as should looser monetary policy and greater political certainty following the elections. However, weak public finances and global trade protectionism both weigh on prospects. Our panelists expect GDP growth of 7.2% in FY 2019, which is down 0.1 percentage points from last month’s estimate, and 7.3% in FY 2020.

Meanwhile China’s GDP, recorded a decrease of 6.6% in 2018 as compared to 6.9% in 2017. This was attributed to a strong recovery of exports as well as continued fiscal support. However, GDP is expected to dip to 6.2% in the coming year and is expected to dip further to 5.60% thereafter due to rising geopolitical tensions and concerns in the financial sector.

India will continue to remain the worlds fastest-growing large economy in 2019 as well as in 2020, much ahead of China.

India’s Construction and Infrastructure Sector

According to Global Data, the Indian construction industry regained its growth momentum in 2018, helped by positive developments in economic conditions, improvement in investor confidence, and investments in transport infrastructure, energy, and housing projects.

In order to boost the construction of buildings in the country, the Government of India has decided to come up with a single window clearance facility to accord speedy approval of construction projects. In 2018, India was ranked 44th out of 167 countries in World Banks Logistics Performance Index (LPI) 2018. India was also ranked second in the 2018 Agility Emerging Markets Logistics Index.

The cumulative growth in the index of eight core industries was 4.7 per cent in 2017-18 and 4.3 per cent year-on-year in Apr-Feb 2018-19. In the road sector, the government’s policy to increase private sector participation has proved to be a boon for the infrastructure industry with a large number of private players entering the business through the public-private partnership (PPP) model. India is expected to become the third largest construction market globally by 2022. India has a requirement of investment worth Rs 50 trillion in infrastructure by 2022 to have sustainable development in the country.

The government’s ‘Housing for All’ initiative aims to build 20 million affordable homes for the urban poor by 2022. This will provide a significant boost to residential construction (the market’s largest category), which will account for a third of the industry’s total value by 2023.In its 2018-19 budget, the government increased its expenditure towards infrastructure development by 20.9% from Rs 4.9 trillion in the financial year 2017-2018 to Rs. 6 trillion in 2018-19.

Opportunities and Threats:

Various factors affecting the business and economic environment may turn into an opportunity or challenge for the Company.

Outlook:

The latest Economic Survey of India, estimates a slowdown in GDP growth in comparison to previous years. The advance estimates released by the Central Statistics Office (CSO) anticipates GDP growth for 2018-19 to be 7%, compared to the 7.2% growth achieved in 2017-18.

Inflation continued to increase during the Financial year. The Consumer Price Index (CPI) inflation increased 2.7% higher than 2017-18. This increase could be attributed to food inflation, which hovered around 2.86 from April to March 2019.

On the external front, current account deficit as a ratio to GDP is set to fall in Q4 (January- March) of 2018-19, which will limit the leakage of growth impulse from the economy. The fiscal deficit of the central government has been gliding down to the Fiscal Responsibility and Budget Management (FRBM) target.

Risks and Concerns:

The impact of macroeconomic variables such as a slowdown in the economic activity especially real estate, construction and infrastructure sector would have an adverse effect on the Company’s performance. The Company evaluates the associated risks while making an investment decision.

Interna] Control Systems and their adequacy:

The Company has satisfactory internal control system. The Company has an adequate system of internal controls to ensure accuracy of accounting records, compliance with the applicable laws & regulations.

Financial Performance with respect to Operational Performance:

Other Income showed an increase of earnings from Rs. 2,44,938/- to Rs. 2,95,489.

Human Resources:

The Company has appointed Ms. Pinal Parekh as the Company Secretary cum Compliance Officer during the year. The Company had 2 employees as on March 31, 2019.

Certification by Chief Financial Officer (CFO) & Manager

The Board of Directors Tivoli Construction Limited Raheja Chambers, 12th Floor Nariman Point,

Mumbai - 400 021

We, Bhimprasad Sharma, Manager and Anand Labade, CFO of Tivoli Construction Limited certify to the Board in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that we have reviewed the Financial statement and cash flow statement of the Company for the financial year ended 31st March 2019.

1. To the best of our knowledge and belief, we certify that:

a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

b) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations; and

c) there are no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

2. For the purposes of financial reporting, we accept the responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, and further state that there were no deficiencies in the design or operation of such internal controls.

3. We do further certify that there has been:

a) no significant changes in internal controls over financial reporting during the year;

b) no significant changes in accounting policies during the year; and

c) no instances of fraud, of which we are aware during the period.