Vaghani Techno-Build Ltd Management Discussions

ANNEXUREII

A. INDUSTRY STRUCTURE AND DEVELOPMENTS

Our Industry is related to Real Estate and activities pertaining to Transfer of Development Rights (TDR) and Renewable energy and Pharmaceuticals products.

As per the Report from INDIA BRAND EQUITY FOUNDATION:

The Indian real estate market is projected to experience a substantial increase, potentially reaching a value of US$ 5-7 trillion by the year 2047, with the possibility of surpassing US$ 10 trillion. India was ranked fourth in wind power capacity and solar power capacity, and fourth in renewable energy installed capacity. Indias Rs. 9,22,866 crore (US$ 109.50 billion) plan aims to expand power infrastructure, meet 458 GW demand by 2032, enhance transmission, integrate renewable energy, and boost energy security, unlocking vast untapped potential. With the increased support of the Government and improved economics, the sector has become attractive from an investors perspective. As India looks to meet its energy demand on its own, which is expected to reach 15,820 TWh by 2040, renewable energy is set to play an important role. India has emerged as the medial tourism hub of the world providing cost-effective treatments with the latest technology enabled by several pathbreaking reforms and provisions. Because of the low price and high quality, Indian medicines are preferred worldwide, thereby rightly making the country the ‘Pharmacy of the World.

B. THREATS AND OPPORTUNITIES

TDR FSI market is highly volatile and its price is influenced by demand and supply cap. Unavailability of funds has resulted in liquidity crunch and thereby impacted sale of TDR. Delays in full-fledged implementation of New Development Control & Promotion Regulation 2034, has impacted the approval of Real estate projects in the city of Mumbai and Mumbai Suburban. This has drastically impacted the overall demand for TDR in the market in last one year. The applicability of GST on TDR has been exempted w.e.f 01.04.2019. We are hopeful to have some positive impact of the same on the business. Financial aid from Financial Institutions to Real Estate sector may act as a boost to the real estate sector. Government plans to invest Rs. 9,12,000 crore (US$ 107.89 billion) in power transmission infrastructure by 2032 to boost capacity and support growing electricity demand. The installed solar energy capacity has increased by 26 times in the last 9 years and stands at 73.32 GW as of December 2023. In 2023, India has added 7.5 GW of solar power capacity. India has generated 75.57 BU of solar power in the first eleven months of FY24. Union Minister of Commerce and Industry, Mr. Piyush Goyal, outlined Indias 4,000% solar growth and a US$ 11.67 billion innovation fund to achieve 500 GW renewable capacity by 2030. Inadequate transmission infrastructure and frequent curtailments by DISCOMs (Distribution Companies) affect generation efficiency and revenue realization. Further, Seasonal variability, cloud cover, and climate events impact plant performance and generation predictability. Indias medical technology industry is poised to reach exports of up to US$ 20 billion (Rs. 1,69,000) by FY30, according to the CII. Indian pharmaceutical sector supplies over 50% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicine in the UK. High R&D investments carry inherent risks, with no guarantee of regulatory approval or market success, especially in the biotech and specialty pharma segments.

C. SEGMENT WISE PERFORMANCE

The Company has a widen the segment from Transfer Development Rights to include Solar Power generation and Pharmaceutical segment and it is taking all the necessary steps to increase its profit level.

D. INITIATIVES

Every possible initiatives are being taken care by the Company for improving the quality standards and reduction of costs at appropriate level. New machineries, if required, will be imported to provide better result and to cope up with changing requirement of the industry. The employees at all levels are being made aware of the changing conditions and the challenges of the open market conditions and to train the personnel to tackle the difficult situations which will improve the overall productivity, profitability.

E. RISK & CONCERNS

Your Company is exposed to a number of risks such as economic, regulatory, taxation and environmental risks. Some risks that may arise in the normal course of business that could impact its ability to address future developments comprise market risk, liquidity risk, regulatory risk and market risk. The Company is in to the business of facilitation of TDR to real estate developers where TDR FSI Prices are governed as per demand and supply of TDR FSI in the market as such it is highly volatile which can affect Companys performance. Frequent changes in government policies, tariffs, and open access regulations especially at the state level pose significant risks to long-term planning. Retrospective PPA renegotiations or delays in regulatory approvals can adversely affect revenue forecasts and investor confidence. Further, Solar power generation is subject to weather variability, including monsoons, cloud cover, and dust. Any deviation from projected solar irradiance levels directly affects generation and revenue.

F. INTERNAL CONTROL SYSTEM AND PROCEDURE

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee of the Board/and to the Chairperson.

The Internal Audit Department monitor and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on their part of internal audit function, the company undertakes corrective action in their respective areas and thereby strengthen the controls Significant audit observations and recommendation along with corrective actions thereon are presented to the Audit Committee of the Board.

G. FINANCIAL AND OPERATION PERFORMANCE

The Company has incurred profits of Rs. 17.00 Lakhs as compared to loss amounting to Rs. 10.12 Lakhs in the previous year. The company remains committed to sustaining and building on this performance through continued operational improvements and prudent financial management.

H. HUMAN RESOURCES/ INDUSTRIAL RELATIONS

The Company believes investing in people though creating an environment where people are valued as individuals and are given equal opportunities for achieving professional and personal goal. Employees relations continue to be cordial. Training and development activities are identified, organizes and progress monitored as part of human resource development activities.

I. DETAILS OF SIGNIFICANT CHANGES

(i.e. Change Of 25% Or More As Compared To The Immediately Previous Financial Year) In Key Financial Ratios, Along With Detailed Explanations Thereof: During the year under review company had Positive growth as total revenue increased to 50.00 lakhs as compared to NIL revenue in previous year. Most of the financial ratios are not comparable to previous year but major improvement shown to debt equity ratio, current ratio etc. and main reason to improve ratios are given as under:

Ratios	Ratio (CY)	Ratio (PY)	Numerator and Denominator explanation	Explanation of variation of more than 25%
(a)Current ratio	5.71	335.41	Current Assets Current Liabilities	Due to increase in current borrowings
(b)Debt Equity ratio	0.12	0	Total debt Shareholders equity	Due to increase in current borrowings
(c) Debt service coverage ratio	0.20	0	Net profit before taxes + non cash operating expenses like depreciation and other amortizations +interest +other adjustment like loss on sale of fixed assets Interest and lease payments + principal repayments	Not having USL as on 31st March, 2024
(d) Return on equity ratio	2.32%	- 1.41%	Net profit after taxes-Preference Dividend	Due to increase in net earnings as there was loss in previous year.
(e)Inventory turnover ratio	0	0	Average Shareholders Equity COGS and Average inventory (opening +closing balance/2)	No Goods sold during the year, only service provided and hence this ratio is not applicable
(f) Trade receivable	1.85	0	Net credit sales (gross credit sales minus sales return)	This is calculated for service provided during the year for
turnover ratio			Average account receivables (opening +closing balance/2)	31/03/2024, No sales and No account receivables
(g) Trade payable turnover ratio	0	0	Net credit purchases (gross credit purchase minus purchase return) Average account payables (opening +closing balance/2)	No purchase for both years
(h) Net capital turnover ratio	0.11	0	Net sales / Working capital	No sales in last year
(i) Net profit ratio	25.23	-61.31	Net profit Net sales	Due to increase in income as compared to previous year.
(j) Return on investment	88%	-226%	Change in market value Investment cost	Due to increase in income as compared to previous year and purchase of fixed assets.
(k) Return on Capital Employed	3%	1%	Earnings before interest and taxes Capital Employed tangible net worth + total debt+ deferred tax Liability)	Due to increase in income as compared to previous year.

J. DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMIEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF

During the year there is change in return on net worth as compared to previous financial year, the same has been mentioned above at Point No I.

K. DISCLOSURE OF ACCOUNTING TREATMENT

Appropriate accounting standards were followed in preparation of annual accounts, there is no treatment different from that prescribed in Accounting Standard.

L. CAUTIONERY STATEMENT

Statements in the Directors Report & Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include cyclical demand, changes in government regulations, tax regimes, economic development and other ancillary factors.

	For and on behalf of the Board of Directors
	For Vaghani TechnoBuild Limited
	Sd/
	Mr. Parth Tulsibhai Patel
	(DIN: 07289967)
Date: 3rd September, 2025	Chairman Director CFO
Place: Ahmedabad