Mayasheel Ventures Ltd Management Discussions

ANNEXURE- 3

INDUSTRY STRUCTURE & DEVELOPMENTS

India Roads and Highways Market was valued at USD 152.16 Billion in 2024 and is expected to reach USD 266.60 Billion by 2030 with a CAGR of 9.63% during the forecast period.

Roads and highways are core infrastructure that support mobility, freight movement, trade and regional connectivity, making them essential to economic development and logistics efficiency in India. Roads connect local and regional destinations, while highways are designed for faster, higher-capacity and longer- distance travel. As urbanization and freight demand increase, continued investment in these networks remains important for improving safety, easing congestion and strengthening connectivity.

The Company operates in the Engineering, Procurement and Construction (EPC) sector with a primary focus on the execution of roads, highways, bridges and other civil infrastructure projects. The EPC model provides an integrated project delivery framework wherein the contractor undertakes engineering, procurement of materials and equipment, construction, testing and commissioning of projects within the agreed specifications, timeline and contract value. The model continues to be widely adopted by Government departments and public sector authorities due to its emphasis on single-point responsibility, efficient project execution and timely delivery.

The Indian Road infrastructure sector remains one of the largest segments of the countrys infrastructure development programme. The Government of India continues to accord high priority to the development of national highways, economic corridors, expressways, bridges and rural connectivity through sustained capital expenditure and policy initiatives. Programmes such as PM Gati Shakti National Master Plan, Bharatmala Pariyojana, and the National Infrastructure Pipeline (NIP) continue to drive investment in transportation infrastructure and create significant opportunities for EPC contractors engaged in road and civil construction.

The Ministry of Road Transport and Highways (MoRTH) and the National Highways Authority of India (NHAI) continue to award projects under various implementation models, including Engineering, Procurement and Construction (EPC), Hybrid Annuity Model (HAM) and Build-Operate-Transfer (BOT), depending upon the nature and complexity of the projects. The continued emphasis on quality construction, digital project monitoring, improved contract management and timely execution is expected to enhance operational efficiency and strengthen project delivery across the sector.

The sector is also witnessing increasing adoption of advanced construction technologies, mechanisation, digital surveying, drone-based monitoring, Building

Information Modelling (BIM), sustainable construction practices and improved project management systems. These developments are enabling EPC contractors to improve productivity, optimise project costs, enhance safety standards and ensure better quality control during project execution.

The EPC industry, however, continues to face challenges such as fluctuations in raw material prices, land acquisition issues, environmental and statutory clearances, availability of skilled manpower, working capital requirements and adverse climatic conditions that may impact project execution timelines. Effective project planning, prudent financial management, efficient resource utilisation and robust risk management remain critical for sustainable growth in the sector.

The long-term outlook for the Indian road and civil infrastructure EPC industry remains positive, supported by continued Government focus on infrastructure-led economic development, increased public investment, expansion of transportation networks and enhanced connectivity across the country. The Company believes that its execution capabilities, technical expertise and project management strengths position it well to participate in the opportunities emerging in the infrastructure sector.

BUSINESS OVERVIEW

Mayasheel Ventures Limited is engaged in the business of Engineering, Procurement and Construction (EPC) of roads, highways, bridges, flyovers and other civil infrastructure projects. The Company undertakes end- to-end project execution encompassing engineering, procurement of materials, construction, development and maintenance of infrastructure assets for various Government departments, public sector undertakings and other institutional clients.

During the year under review, the Company continued to strengthen its operational capabilities by securing and executing infrastructure projects across multiple geographies, with a focus on timely execution, quality construction and efficient project management. The Company remains committed to delivering sustainable infrastructure solutions while maintaining high standards of safety, operational excellence and customer satisfaction.

A significant milestone during the year was the successful completion of the Companys Initial Public Offering (IPO). The equity shares of the Company were listed on the NSE Emerge Platform of the National Stock Exchange of India Limited on June 27, 2025. The IPO has strengthened the Companys capital base, enhanced its financial flexibility, improved corporate governance standards and increased its visibility and credibility among investors, customers, financial institutions and other stakeholders.

SEGMENT-WISE / SERVICE-WISE PERFORMANCE

The Company is primarily engaged in the business of Engineering, Procurement and Construction (EPC) of roads, highways, bridges, flyovers and other civil infrastructure projects. The Companys scope of work includes engineering, procurement of materials and equipment, construction, development, upgradation, rehabilitation and maintenance of infrastructure projects awarded by various Government departments, public sector undertakings and other institutional clients.

During the financial year under review, the execution of road and civil infrastructure projects continued to constitute the principal source of the Companys revenue. The Company remained focused on the timely execution of its ongoing projects while securing new orders and strengthening its project execution capabilities. Continuous emphasis was placed on quality, safety, efficient resource utilisation and effective project management to ensure timely completion of projects and customer satisfaction.

The Company continues to focus on expanding its order book, strengthening its execution capabilities, enhancing operational efficiencies and exploring opportunities in road, highway, bridge and other infrastructure development projects across various States in India.

The Company operates in a single reportable business segment, namely Engineering, Procurement and Construction (EPC) of infrastructure projects. Accordingly, segment-wise reporting is not applicable in terms of the applicable Indian Accounting Standards (Ind AS).

IPO AND CAPITAL STRUCTURE

During the financial year under review, the Company successfully completed its Initial Public Offer (IPO) comprising 58,05,000 Equity Shares of face value of Rs. 10 each, aggregating to Rs. 2,728.35 lakhs. The equity shares of the Company were listed on the NSE Emerge Platform of the National Stock Exchange of India Limited on June 27, 2025.

The successful completion of the IPO has significantly strengthened the Companys capital base, enhanced its net worth, improved financial flexibility and increased its visibility and credibility among investors, customers, financial institutions and other stakeholders. The funds raised through the IPO are being utilised in accordance with the objects of the Issue and the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

Pending utilisation, the unutilised IPO proceeds are maintained in scheduled bank accounts, fixed deposits and other permitted instruments in accordance with the objects of the Issue and the applicable regulatory requirements.

OPPORTUNITIES

The Company expects sustained growth opportunities driven by the continued emphasis on infrastructure development in India. The key opportunities include:

• Continued increase in Government expenditure on roads, highways, bridges, expressways and other transportation infrastructure.

• Increasing opportunities for EPC contractors arising from projects awarded by the Ministry of Road Transport and Highways (MoRTH), the National Highways Authority of India (NHAI), State Public Works Departments (PWDs) and other Government agencies.

• Expansion of road connectivity in eastern states.

• Adoption of modern construction technologies, mechanisation, digital project management systems and sustainable construction practices, enabling improved operational efficiency and timely project execution.

• Opportunities to diversify into allied infrastructure segments and expand the Companys geographical presence across India.

• Enhanced financial flexibility and growth opportunities supported by the proceeds raised through the Initial Public Offer (IPO), in accordance with the approved objects of the Issue.

The Company remains focused on strengthening its order book, enhancing execution capabilities, maintaining operational excellence, adopting efficient project management practices and pursuing sustainable growth through prudent financial management and effective risk mitigation.

OUTLOOK

The outlook for the Engineering, Procurement and Construction (EPC) industry remains positive, supported by the Government of Indias continued focus on infrastructure-led economic growth, increased public capital expenditure and sustained investments in roads, highways, bridges, urban infrastructure and other civil infrastructure projects.

The Company is also undertaking strategic initiatives to strengthen its technical and financial capabilities with the objective of becoming eligible to participate in larger infrastructure projects, including projects awarded under the Hybrid Annuity Model (HAM). The management believes that participation in HAM projects, subject to meeting the prescribed eligibility criteria and securing project awards, will provide an opportunity to diversify the Companys project portfolio and support its long- term growth strategy.

The management remains committed to sustainable growth through timely project execution, prudent financial management, effective risk management, adoption of modern construction technologies and continuous improvement in operational efficiency. The Company also remains focused on maintaining high standards of quality, safety, environmental stewardship and corporate governance across all its operations.

With its experienced management team, established execution capabilities, healthy order book, and strong relationships with Government departments and other stakeholders, the Company is well positioned to capitalize on the emerging opportunities in the infrastructure sector and create sustainable long-term value for its shareholders and other stakeholders.

RISKS & CONCERNS

The Company operates in the Engineering, Procurement and Construction (EPC) sector, which is inherently exposed to various business, operational, financial and regulatory risks. The Company has established a comprehensive risk management framework for identifying, assessing, monitoring and mitigating risks that may impact its operations, financial performance and long-term objectives. The Board of Directors and the Senior Management periodically review the risk management framework and the effectiveness of the mitigation measures adopted by the Company.

The key risks and concerns that may affect the Companys business include:

a. Project Execution Risk: Delays in project execution arising from site conditions, design modifications, utility shifting, land acquisition issues, availability of labour, equipment and construction materials, and delays in statutory approvals.

b. Contractual and Client Risk: Risks relating to variation in project scope, contractual disputes, delayed certifications, delayed payments, client concentration and recovery of receivables from Government authorities and other customers.

c. Regulatory and Compliance Risk: Changes in applicable laws, regulations, environmental requirements, taxation, labour laws and contractual obligations that may impact project execution and profitability.

d. Raw Material Price and Supply Chain Risk: Fluctuations in the prices and availability of key construction materials such as bitumen, steel, cement, aggregates, fuel and other inputs, as well as disruptions in the supply chain.

e. Competition Risk: Intense competition in the infrastructure and EPC sector, resulting in pricing pressures and competitive bidding for projects.

f. Working Capital and Liquidity Risk: The nature of EPC projects requires significant working capital

for procurement, execution and mobilisation, which may impact liquidity and cash flows.

g. Environmental and Climatic Risk: Adverse weather conditions, natural disasters, floods, landslides and other environmental factors may disrupt construction activities, increase project costs, delay project completion and adversely affect operational performance.

h. Government Policy and Economic Risk: The

Companys business is significantly influenced by Government policies, public infrastructure spending, project award mechanisms, interest rates, inflation, macroeconomic conditions and geopolitical developments, which may impact business growth and profitability.

The Company remains committed to strengthening its risk management practices through robust internal controls, prudent financial management, effective project monitoring, compliance with applicable laws and continuous evaluation of emerging risks. The management believes that proactive risk identification and timely implementation of mitigation measures will enhance the Companys resilience and support sustainable long-term value creation for all stakeholders.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control systems commensurate with the nature, size and complexity of its operations.

Internal controls are designed to ensure:

a. Protection and safeguarding of assets.

b. Accuracy and reliability of accounting records.

c. Compliance with statutory requirements.

d. Prevention and detection of frauds and errors.

e. Efficient utilization of resources.

The Audit Committee regularly reviews internal financial controls, audit observations and corrective actions undertaken by the management.

The Company has established adequate Internal Financial Controls over Financial Reporting (IFCFR) commensurate with the nature and size of its business. These controls are periodically evaluated and tested to ensure operational effectiveness, compliance with applicable laws and safeguarding of assets. No material weakness in the internal control system was observed during the year.

FINANCIAL HIGHLIGHTS

The Companys key financial indicators remained strong during FY 2025-26:

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations (Rs. Lakhs)	20,599.36	17,100.81
Profit After Tax (Rs. Lakhs)	1,132.52	1,126.05
EPS (Rs. )	5.48	9.93
Net Profit Ratio*	5.50%	6.86%
Current Ratio**	1.62	1.13
Debt Equity Ratio***	0.81	1.64

Note: Net Profit Ratio* Variance Due to increased operating costs, finance costs, or pricing pressure affecting profit margins.

Current Ratio** Variance Due to a proportionately higher increase in current liabilities compared with current assets, indicating tighter short-term liquidity.

Debt Equity Ratio***Variance Due to reduction in borrowings and/or increase in shareholders equity through retained earnings or capital infusion.

TECHNOLOGY & DIGITAL INITIATIVES

The Company continues to leverage digital technologies to improve project execution, operational efficiency and customer service. The management remains committed to adopting modern engineering tools, digital project monitoring systems and technology-enabled business processes to enhance productivity and strengthen internal controls.

HUMAN RESOURCES

The Company firmly believes that its employees are its most valuable asset and continues to invest in human capital through training, skill enhancement, leadership development and professional growth initiatives. The Company promotes a performance-driven work culture founded on integrity, innovation, teamwork, equal opportunity, employee engagement and workplace safety.

Industrial relations remained cordial throughout the year and there was no significant disruption in operations due to labour-related issues. As on March 31, 2026, the Company had 214 employees on its rolls. The management remains committed to fostering a safe, inclusive and motivating work environment that encourages continuous learning and sustainable growth.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Companys prescribed Corporate Social Responsibility (CSR) obligation for the financial year 2025-26 was Rs. 27.74 Lakhs, against which the Company spent Rs. 27.79 Lakhs during the year.

The Company undertook CSR activities in accordance with its CSR Policy and Schedule VII to the Companies

Act, 2013. During the year under review, the CSR initiatives primarily comprised:

• Distribution of food grains and raw ration items for underprivileged communities, under Schedule VII relating to eradicating hunger, poverty and malnutrition; and

• Promoting education, including special education and employment-enhancing vocational skills, in furtherance of educational and skill development initiatives.

The Company remains committed to contributing towards sustainable socio-economic development and creating a positive impact in the communities in which it operates through meaningful Corporate Social Responsibility initiatives.

CAUTIONARY STATEMENT

Certain statements contained in this Management Discussion and Analysis Report describing the Companys objectives, expectations, estimates, projections and outlook may constitute "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied due to various factors including economic conditions, changes in Government policies, market developments, competition, regulatory changes and other risks beyond the control of the Company.

Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable laws.

For and on behalf of the Board of Directors

Amit Garg

Chairman cum Managing Director

DIN: 07883287

Place: Ghaziabad

Date: 21.07.2026