Vaghani Techno-Build Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 31st Annual Report of Vaghani Techno Build Limited ("the Company") along with the Audited Statement of Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS:

(Rs in Lakhs)

Particulars	As on 31st March, 2025	As on 31st March, 2024
Total Income	67.40	16.50
Total Expenses	44.29	7.33
Profit (Loss) before Tax	23.11	9.17
Provision for Tax	6.11	19.29
Profit (loss) after Tax	17.00	(10.12)
Balance brought forward:
Surplus in the Profit & Loss Account	194.26	204.39
Add : Profit/(loss) for the year	17.00	(10.12)
Balance carried to Balance Sheet	211.26	194.26

2. PERFORMANCE & RESULTS:

Following the successful completion of the open offer, the company has transitioned from a loss-making position in the previous financial year to posting a net profit in the current period. This turnaround marks a significant milestone in our operational and financial strategy.

During the year under review, the Company has incurred profits of Rs. 17.00 Lakhs as compared to loss amounting to Rs. 10.12 Lakhs in the previous year. This return to profitability reflects the positive impact of the open offer, combined with disciplined execution and a renewed strategic focus. The company remains committed to sustaining and building on this performance through continued operational improvements and prudent financial management.

Barring unforeseen events, your director expects to achieve better results in the coming years. Various ratios are adequately given at notes to the Audit report, Members are requested to refer the same.

3. BUSINESS OPERATIONS AND FUTURE PLANS:

During the financial year, the Company successfully completed an Open Offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Pursuant to this, there has been a significant change in the shareholding structure, resulting in a change in Promoters and the Board of Directors.

With the induction of new Promoters and a reconstituted management team, the Company has entered a transformative phase. The new leadership brings with it a strategic vision focused on long-term value creation, operational efficiency, and sustainable growth.

In line with the new strategic direction and business priorities, the Object Clause of the Memorandum of Association has been amended after obtaining necessary approvals from shareholders and statutory authorities. The revised Object Clause now aligns with the new business activities the Company proposes to undertake, providing it with greater flexibility to diversify and grow across different sectors.

Under the new management, the Company is poised to pursue an aggressive growth strategy. Key focus areas of the company are Renewable Sector and Pharmaceuticals in accordance with the revised Object Clause. Further company intend to include hotels, restaurant and hospitality industry in main object of the company.

The Board and new Promoters remain committed to enhancing shareholder value through strategic transformation, prudent financial management, and transparent governance. Regular updates will be provided to shareholders on the progress of key initiatives and milestones achieved.

4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, the company has altered its Object Clause of Memorandum of Association of the company by passing special resolution through Postal Ballot dated 12th May 2025 to include Renewable Energy generation and Pharmaceuticals. Further, Company also intends to add hospitality object in main object of the company.

5. DIVIDEND:

In view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31st March, 2025.

6. TRANSFER TO RESERVES

No amount has been transferred to any Reserve/s Account during the year under review.

7. ANNUAL RETURN

Pursuant Section 92(3) Annual Return will be available on following weblink: https://www.vaghanitechnobuild.com/ Company will upload the Annual Return as per the provisions of the Companys Act 2013.

8. SHARE CAPITAL OF THE COMPANY

The Paid-up Equity Share Capital as at 31st March, 2025 was Rs. 5,22,00,000/- divided into 52,20,000 Equity Shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any share with differential voting rights not granted any stock neither option nor sweat equity.

The Company has issued and allotted 2,35,35,491 Convertible Warrants each convertible into, or exchangeable for, one fully paid- up equity share of the Company of face Value of Rs. 10/- each at a price of Rs. 11/- on Preferential Basis to promoters and non-promoters on 10th May 2025, as per the name stated out in notice convening EGM, in terms of the special resolution passed by the shareholders of the Company at their EGM held on 18th February, 2025, and pursuant to in-principal approval received from BSE on 28th April, 2025.

Further, At the Extra-ordinary General Meeting held on 18th February, 2025, members have approved the increase in Authorised Share Capital of the Company from the Existing Rs. 10 crores divided into 1 crore Equity Shares of Rs. 10 each to Rs. 30 Crores divided into 3 Crores Equity Shares of Rs. 10 Each, and subsequently altered capital Clause V of MOA.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Auditors are an integral part of the internal control mechanism. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

10. INSURANCE

All the properties and the insurable interest of the company wherever necessary and to the extent required have been adequately insured.

11. AUDITORS AND REPORT:

a) STATUTORY AUDITOR

On the recommendation of Audit Committee and pursuant to section 139 and other applicable provision of the companies act, 2013 read with the companies (Audit and Auditors) rules, 2014, as amended, the Members of the company at their AGM held on 29th August, 2024, approved the appointment of M/s Purushottam Khandelwal & Co, Chartered Accountants (Firm Registration No. 123825W), as a Statutory Auditor of the Company for the term of five years commencing from the conclusion of 30th AGM of the company till the conclusion of 35th AGM of the company at a remuneration as may be agreed upon by the Audit Committee/Board of Directors in consultation with the Statutory Auditor.

The company had received the written Consent and Eligibility Certificate from M/s Purushottam Khandelwal & Co., in accordance with section 139, 141, and other applicable provisions of the companies act, 2013.

AUDITORS REPORT

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explained the matters, which are dealt with by the auditors. The Auditors Report does not contain any qualifications, reservations or adverse remarks in the report and hence nothing to report thereon. b) INTERNAL AUDITOR

Pursuant to the provisions of section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed M/s Niyati S Loladiya & Associates, Chartered Accountants (Firm registration No.: 141380W) as an Internal Auditor of the Company for the Financial year 2024-2025.

c) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Krishna Bhavsar & Associates, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report (form MR-3) is annexed herewith as AnnexureIV.

With reference to the qualification/remarks/observations, mentioned in the Secretarial Audit Report, the Board of Directors states that the delay in compliance was by the erstwhile management, before the open offer period , new managament and company assure consistently strive to ensure timely compliance with all applicable laws. The Board has taken note of the lapse, which was inadvertent, and assures that necessary steps have been taken to avoid such occurrences in the future. We the new management ensure timely compliance for future governance.

Appointment of Secretarial Auditor

In light of the recent amendments in the SEBI Listing Regulations, listed entities are required to appoint a secretarial auditor for a period of five years effective from financial year 1 April 2025.

Accordingly, Board has recommended the appointment of M/s. Krishna Bhavsar & Associates, Practising Company Secretary, a peer reviewed unit as Secretarial Auditor of the Company for a term of 5(five) consecutive years for approval of the Members at ensuing AGM of the Company.

Brief resume and other details of proposed secretarial auditor, forms part of the Notice of ensuing AGM. M/s. Krishna Bhavsar & Associates, have given their consent to act as Secretarial Auditor of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditor in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

12. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

There is no additional qualification, reservation or adverse remark given by statutory Auditor and for the remarks/qualification Secretarial Auditor is self-explanatory. The Board make full endeavour to timely comply all the requirements stated in the secretarial Audit report and assure that in future such compliance will be done in timely manner without any delay.

13. DETAILS WITH RESPECT TO FRAUD BY THE AUDITORS:

The reports given by the Auditors on the Standalone Financial Statements of the Company for the financial year ended March 31, 2025 form part of this Annual Report. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 134 (3) (o) and 135(1) of the Companies Act, 2013 read with Rule 8 of Companies (CSR) rules is not applicable to the Company as it is not falling under the criteria mentioned in the Act.

15. DIRECTORS:

Changes in Directors and Key Managerial Personnel

Pursuant to the successful completion of the Open Offer, there has been a significant change in the management and composition of the Board of Directors of the Company. Following the change in control, the erstwhile directors have tendered their resignations and the new directors were appointed on Board in accordance with applicable regulatory requirements.

Following are the changes that took place during the year under review:

1. Mr. Kantilal Manilal Savla (DIN: 00403389), whole-time director of the company and Ms.

Grishma Kantilal Savla, (DIN: 01693533) Director of the company and Mr. Nishit Kantilal Savla (DIN: 01552667) Director and CFO of the Company have resigned from the company vide their resignation letter dated 7th January, 2025.

2. Mr. Sushil Kapoor, an Independent Director (DIN: 00852605) and Mr. Ranjit Sanjeeva Shetty, an Independent Director (DIN: 03152126) have resigned from the company vide their resignation letter dated 29th May, 2024 and Mr. Bharat Shah Laljee were appointed as Independent Director (DIN: 06432795) of the company on 29th May, 2024.

3. Mr. Parth Tulsibhai Patel (DIN: 07289967), Mr. Jatinkumar Tulsibhai Patel (DIN: 01473158) and Mr. Arjunkumar Jagdishbhai Patel (DIN: 08982762) who were appointed as an Additional Directors on Board on 5th Sepetember, 2024 were regularised and Mr. Parth Tulsibhai Patel (DIN: 07289967) was appointed as Director and CFO of the company and Mr. Jatinkumar Tulsibhai Patel (DIN: 01473158) was appointed as Managing Director of the company and Mr. Arjunkumar Jagdishbhai Patel (DIN: 08982762) was appointed as Whole-time Director of the company on 23rd January, 2025.

4. Mr. Rajeshkumar Mukundkumar Pandya (DIN: 10896106) and Mr. Ashokkumar Dashrathbhai Patel (DIN: 10896139) were appointed as an Independent Directors of the company on 23rd January 2025.

5. Mrs. Falguni Purvesh Guru (DIN: 10896152) was appointed as an Independent Woman Director of the company on 23rd January 2025.

6. Mr. Rohan Mansukh Shah, (DIN: 07490755) and Mr. Bharat Laljee Shah, (DIN: 06432795),

Non-Executive Independent Directors have resigned from the company vide their resignation letter dated 12th August, 2025

7. The Board of Directors of the company had appointed Mr. Parth Tulsibhai Patel (DIN: 07289967) as Chairman of the Board of the company on 26th May 2025.

We place on record our sincere appreciation for the valuable contributions made by the outgoing directors during their tenure. We also welcome the newly appointed directors and look forward to their strategic guidance and leadership in driving the Company forward.

Further, In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company.

Accordingly, Mr. Parth Tulsibhai Patel Director (DIN: 07289967), shall retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment as Director of the Company. Board recommend to appoint him as director of the company. None of the directors, KMP except Mr. Parth Tulsibhai Patel being appointee and Mr. Jatinkumar Tulsibhai Patel being relative are interested in the said resoltuion of appointment of Mr. Parth Tulsibhai Patel.

A. Familiarization Program for Independent Directors

Every Independent Director of the Company is provided with ongoing information about the industry and the Company so as to familiarize them with the latest developments. The Independent Directors also visit the facilities at various locations of the Company where they can visit and familiarize themselves with the operations of the Company.

B. Annual Evaluation of Board of Directors, its Committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual evaluation of its own performance, performance of all the directors, as well as the working of its committees. The performance of the Board was evaluated by the Board after taking into consideration inputs received from the directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees. A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders etc. The performance evaluation of the Independent directors was carried out by the entire Board. The performance evaluation of the Chairman and the non-independent directors was carried out by the independent directors who also reviewed the adequacy and flow of information of the Board. The directors expressed their satisfaction with the evaluation process.

16. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also regarding compliance the Code for Independent Directors as prescribed in Schedule IV to the Act.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other business matters. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

18. COMMITTEES OF THE BOARD:

During the financial year 2024-25, the Company had three (3) Committees of the Board, namely:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc. Of these Committees are provided in detail, in the Corporate Governance Report, which forms a part of this Annual Report.

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company www.vaghanitechnobuild.com

20. NOMINATION AND REMUNERATION POLICY:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy, which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy complies with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company is available on the website of the Company: www.vaghanitechnobuild.com

21. SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

During the year under review, none of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in AnnexureI in Form AOC-2 and the same forming part of this report.

23. CORPORATE GOVERNANCE:

The paid up Equity Share Capital and Net Worth as per audited Balance Sheet as at 31st March 2025 of the company is Rs. 5,22,00,000 and Rs. 7,33,26,296 respectively.

In view of the same and pursuant to clause 15 (2) (a) of SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V of SEBI (LODR) Regulations, 2015 shall not apply to our company.

However, as a matter of good Corporate Governance practice, a detailed report on the Corporate Governance system and practices of the Company forming part of this report is given as a separate section of the Annual report as Annexure – III.

24. RISK MANAGEMENT POLICY:

The Company follows a pro-active risk management policy, aimed at protecting its assets and employees, which at the same time ensuring growth and continuity of its business. Further, regular updates are made available to the Board at the Board meeting and in special cases on ad-hoc basis.

As company does not fall under top 1000 top listed company hence Company is not required to form Risk management committee.

25. DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with Section 134(3)(c) and 134(5) of the companies Act, 2013, your directors, on the basis of information made available to them, confirm the following for the year under review:

1. in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards had been followed and that no material departures have been made from the same.

2. They have selected such accounting policies and applied them consistently and made judgments 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 and of the loss of the company for that period.

3. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis.

5. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

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

26. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis on the business and operations of the company forming part of this report is given as a separate section of the annual report as Annexure II.

27. MANAGERIAL REMUNERATION:

During the year under review, the Company has not paid any sitting fees for attending Board / Committee Meetings and Commission to any of its independent Directors.

28. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:

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

Executive directors/ Non	executive director	Ratio to median
None of the director remuneration.	{executive /non-executive} receiving	anyN.A.

Note: Considering the financial situation none of the director is receiving any remuneration hence the data is not comparable.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
CS	0
CFO	0
Directors	0

Note: Considering the financial situation of attrition of employees and CFO is not receiving any remuneration hence the data is not comparable.

c. The percentage increase in the median remuneration of employees in the financial year.

N.A.

d. The number of permanent employees on the rolls of Company 02. e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

f. Affirmation that the remuneration is as per the remuneration policy of the Company: none of the directors is receiving any remuneration.

There is no employee appointed in the company for which Information required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be provided.

29. INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year under review. Your company has taken adequate steps for the health and safety of its employees.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy conservation. The particulars regarding technology absorption and Foreign exchange earnings and out go pursuant to Section 134 (3) (m) of the Companies Act, 2013 for the financial year 2024-25 are NIL.

31. SEXUAL HARASSMENT:

During the year under review, there were no cases filed or reported under POSH, pursuant to the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. MATERNITY BENEFITS

The company aims to fully comply with the provisions of the Maternity Benefit Act 1961 as amended. This Act provides for maternity leave, maternity bonus, and other benefits to women employees to ensure their health and well-being during and after pregnancy. The Company remains committed to promoting a supportive and inclusive workplace for all women employees.

33. COST AUDIT

Applicable provisions of Cost Audit compliance, if any, were dealt separately. During the year under review cost audit was not applicable to company

34. TAXES

Company is regularly paying Income tax, Goods and Services Tax, Sales Tax, and other statutory dues like Provident Fund, ESIC, as applicable. As regard to applicable Taxes appropriate provision and treatments have been made as per law. Details of the payment refund and appeals and disputed amount, if any, have been adequately provided in audit report and the same are self-explanatory and the amount of dispute is being dealt with various authorities and waiting for final outcome.

The company has received a Demand notice (No. ITBA/COM/F/17/2024-25/1072611218(1) dated 28th January, 2025) in relation to Penalty Proceedings under section 271C of the Income tax Act, 1961 for the Assessment Year 2018-19 (Financial Year 2017-18) from the Income Tax department for a demand of Rs. 28,750/- (Rupees Twenty-Eight Thousand Seven Hundred Fifty Only) vide Order No. ITBA/COM/F/17/2024-25/1067187542(1) dated 31st July, 2024. The challan has been paid by the company vide challan No. 6910013 and deposited the demand amount of Rs. 28,750/- on 16th August, 2024.

35. DEPOSITS:

The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review and no amount of principal or interest on fixed deposits was outstanding as on the Balance Sheet Date.

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The loans if any, made by the Company are within the limits prescribed u/s 186 of the Companies Act, 2013 and no guarantee or security is provided by the company. The particulars of loans, guarantees and investments have been disclosed in the financial statements.

37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds, which were required to be transferred to Investor Education and Protection Fund (IEPF).

38. CASH FLOW STATEMENT:

In conformity with the Accounting Standard issued by the Institute of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Cash Flow Statement for the year ended March 31, 2025 is annexed to the accounts.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:

There are no significant material order passed by the Regulators/ Courts which would impact the going concern status of your Company and its future operations.

40. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE:

During the year under review, the following material events occurred after the balance sheet date:

a. Allotment of Warrants:

The Company had allotted 2,35,35,491 convertible warrants on a preferential basis to Promoters and Non-Promoters vide their board resolution passed in Board meeting held on 10th May, 2025, pursuant to the approval received from shareholders and in-principal approval received from BSE Ltd and in compliance with applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.

Each warrant is convertible into one equity share of face value 10/- each at a price of 11/- per share (including premium). The warrant holders have paid 25% of the total consideration at the time of allotment, and the balance will be payable at the time of conversion anytime within 18 months.

b. Change of Object clause of the Company:

The Company has altered its main object clause of the Memorandum of Association to diversify into the fields of solar power generation and pharmaceuticals, in addition to its existing business of real estate activities pertaining to Transfer of Development Rights (TDR).

This change was approved by the shareholders through a special resolution passed at the ExtraOrdinary General Meeting held through Postal Ballot on 12th May 2025. The necessary filings have been made with the Registrar of Companies and a certificate of registration of the special resolution has been received under Section 13 of the Companies Act, 2013.

c. Shifting of Registered Office:

The Members of the Company at their Extra-Ordinary General Meeting held through Postal Ballot on 12th May 2025 approved the shifting of registered office of the company from the State of Maharashtra to the State of Gujarat, subject to the approval of Central Government /Regional director, Western Region, Mumbai or any other authority constituted in that behalf.

An Intimation has been given to the Registrar of Companies as required under Section 12 of the Companies Act, 2013 and a Petition has been filed with Regional Director, Western Region, Mumbai on 16th July, 2025.

d. Change of Name of the Company:

The Board of the Company at their Board Meeting held on 26th May, 2025 have resolved to reserve the name of the Company to reflects and aligns with the newly adopted object clause of the Company. On receipt of approval for reservation of name from Registrar of Company, the board of the company at their meeting held on Tuesday, 12.08.2025, have approved to change the name from "Vaghani TechnoBuild Limited" to "Emrock Corporation Limited" subject to approval of Members at the ensuing annual general meeting and subject to approval of the Central Government.

41. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A):

The company had raised funds through preferential allotment of convertible warrants with the primary objective of meeting its working capital requirement and supporting general corporate purpose to expand its business operations.

Subsequently, the Company obtained necessary approvals and amended its main objects to include two additional business Renewable Energy and Pharmaceuticals. In line with the revised objectives, the entire amount of funds raised has been fully utilized towards activities related to the newly added business segments and in accordance with the overall business strategy

42. STATEMENT OF DEVIATION(S) OR VARIATION(S):

Pursuant to Regulation 32 of SEBI (LODR) Regulations, 2011, explanation for the variation is as under: The company initially proposed to utilize the funds raised through preferential allotment of convertible warrants for meeting its working capital requirement and supporting general corporate purpose to expand its business operations. However, after alteration of its main objects, there has been a variation in the utilization of funds. The entire proceeds have been deployed towards the development and operational requirements of these newly added business, in alignment with the revised business objectives of the Company.

Funds utilised only in respect of main objects of the company.

This variation in utilization is in the best interest of the Company and its stakeholders and is consistent with long-term strategic growth plans.

43. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

Since the Company has no subsidiaries, Joint Ventures and Associate Companies provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 are not applicable.

44. LISTING WITH STOCK EXCHANGE:

Equity Shares of the Company are listed on BSE Limited, Mumbai having Scrip Code No. 531676.

The Company confirms that it has paid the Annual Listing Fees for the financial year 2025-2026 to BSE Ltd. Where the Companys shares are listed.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, there have been no applications made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

46. 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:

During the year, there has been no one-time settlement of Loan and therefore this point is not applicable.

47. ACKNOWLEDGEMENTS:

Your Company and its Directors wish to sincerely thank all the customers/ clients, vendors, investors, financial institutions, creditors and various Government Authorities etc for their continuing support and co-operation and hope that the same will continue in future.

Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company. Last but not the least, the Board of Directors wish to thank the Investor/ Shareholders for their support, co-operation and faith in the Company.

	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