Univastu India Ltd Management Discussions

GLOBAL ECONOMY AND CONSTRUCTION INDUSTRY OUTLOOK

The global economy in 2024–2025 presented multiple opportunities for the construction sector, supported by economic recovery, technological innovations, and increasing infrastructure investments worldwide. Key benefits for the industry included: Increased Investment: Rising global investments in infrastructure, driven by recovery measures and government stimulus programs, opened opportunities for construction firms to participate in large-scale international projects and collaborations. Technological Advancements: Adoption of advanced technologies such as Building Information Modeling (BIM), digital project management tools, and sustainable construction methods improved efficiency, reduced costs, and enhanced project outcomes.

Strengthened Supply Chains: Improved global logistics and supply chains facilitated smoother procurement of construction materials and equipment, minimizing project delays and reducing costs.

Foreign Direct Investment (FDI): Increased FDI in developing economies supported infrastructure development, creating opportunities for construction companies to expand into emerging markets.

Economic Growth: Growth in major economies boosted demand for residential, commercial, and industrial projects, benefiting construction service providers.

Green Building Trends: Rising emphasis on sustainability encouraged eco-friendly practices and the adoption of green construction technologies, creating niche opportunities.

Urbanization: Rapid global urbanization continued to fuel demand for housing, transportation, and public infrastructure, generating long-term opportunities for the industry.

Regulatory Harmonization: E_orts to standardize construction norms across regions eased compliance requirements and encouraged international collaboration.

Favorable Financial Conditions: Supportive financial markets, including favorable interest rates and credit availability, enabled funding for large projects.

Collaborations and Partnerships: Strengthened global partnerships provided access to expertise, advanced technologies, and diversified projects.

INDIAN ECONOMY AND CONSTRUCTION SECTOR:

For FY 2024–2025, Indias GDP growth rate was estimated at 6–6.5%, reflecting steady momentum driven by infrastructure investments, private sector participation, and favorable government policies. Key highlights influencing the construction industry included: Government Infrastructure Spending: Strong focus on infrastructure development, particularly through projects in highways, metro systems, smart cities, and affordable housing, created significant opportunities.

Urban Development: Rapid urbanization and expansion of metropolitan areas drove demand for residential, commercial, and industrial infrastructure.

Employment Dynamics: The construction sector experienced varied labor market trends, with skill shortages in some regions and high attrition in others, affecting project execution timelines.

Regulatory Environment: Stricter building codes, environmental compliance, and safety norms increased complexity and costs but also improved standards in project delivery.

Technological Adoption: Wider implementation of BIM, ERP modules, and sustainable practices improved efficiency and long-term cost management.

Private Sector Participation: Mixed private sector sentiment influenced real estate and commercial construction, with select segments showing strong recovery.

Global Influences: Supply chain disruptions and material price volatility, driven by global uncertainties, impacted project costs and delivery schedules.

COMPANY PERFORMANCE:

During the financial year 2024–2025, your Company delivered a strong performance, reflecting resilience, operational efficiency, and a focus on sustainable growth.

Total Income: Rs. 17,202.98 Lakhs (Previous Year: Rs. 12,172.96 Lakhs) Profit Before Tax (PBT): Rs. 2,348.42 Lacs (Previous Year: Rs. 1,460.14 Lacs) Profit After Tax (PAT): Rs. 1,551.26Lacs (Previous Year: Rs. 1,000.43Lacs)

This growth was supported by efficient execution, strategic diversification, and a continued emphasis on quality and compliance.

OPERATIONS AND BUSINESS OVERVIEW:

The company is dedicated to enhancing project execution by minimizing costs, optimizing overheads, adhering to schedules, and maximizing turnover while upholding high quality. It has acquired certifications for quality, environmental standards, and occupational health and safety. The company is committed to delivering top-notch products and has integrated an ERP module to oversee project delivery and company operations. Additionally, there is an efficient monitoring process in place to reduce environmental impact during project execution, and the company consistently gathers customer feedback.

Certifications & Recognitions:

ISO 9001 (Quality Management)

ISO 18001 (Occupational Health & Safety) ISO 14001 (Environmental Management)

PWD Class 1A (Unlimited) and CIDCO Class 1A (Unlimited) certifications, reinforcing capability for large-scale projects.

Specialization:

The Company specializes in Integrated engineering, procurement and construction (EPC services across civil, structural, and infrastructure projects.

Establishment & Footprint:

Founded in April 2009, with headquarters in Pune, and operational presence across Maharashtra, Goa, Haryana, and Uttar Pradesh.

Core Focus Areas:

Execution of metro stations, hospitals, sports complexes, commercial buildings, mass housing, water supply, drainage systems, cold storage, educational institutions, bridges, and roads.

Current Activities:

Active in government and private infrastructure projects, alongside trading of construction materials such as steel, cement, and electrical products.

Strategic Initiatives:

Enhancing in-house execution capabilities to reduce dependency on third-party contractors. Leveraging ERP for project monitoring and operational efficiency. Strengthening infrastructure and aligning with sustainable practices to improve long-term competitiveness.

BUSINESS STRENGTHS AND STRATEGIES:

- Strong project execution capabilities with focus on cost optimization, quality, and timely delivery.

- Certified management systems ensuring compliance with global quality, safety, and environmental standards.

- Integration of digital solutions (ERP) for project monitoring and execution.

- Active customer feedback mechanisms and focus on sustainability to minimize environmental impact.

INDIAN INFRASTRUCTURE SECTOR – OUTLOOK

The infrastructure sector continues to play a pivotal role in Indias economic development. For FY 2024–2025, the following factors are shaping the industry:

1. Government Initiatives: Flagship programs like Bharatmala, Sagarmala, Smart Cities Mission, and PM Gati Shakti continue to expand infrastructure capacity.

2. Investment Momentum: Increased funding through the National Infrastructure Pipeline (NIP) and FDI inflows are fueling sectoral growth.

3. Transportation Expansion: Road networks, metro projects, airport modernization, and railway upgrades remain key growth drivers.

4. Energy Sector: Focus on renewable energy (solar, wind), grid modernization, and enhanced generation capacity.

5. Urban Development: Rapid urbanization requires sustainable housing, sanitation, and mobility solutions.

6. Challenges: Project delays, regulatory hurdles, land acquisition complexities, and rising input costs.

7. Technology Integration: Wider adoption of digital construction, automation, and green technologies.

8. Public-Private Partnerships (PPP): Strong reliance on PPP models to implement large projects.

9. Sustainability: Increasing focus on minimizing environmental footprint and maximizing social benefits.

10. Economic Impact: Infrastructure development remains a primary driver of economic growth, employment generation, and productivity enhancement.

MANAGEMENT SYSTEM:

The Company continues to emphasize efficiency in project execution by focusing on cost optimization, streamlined overheads, timely delivery, and enhanced productivity per employee. Simultaneously, strict working capital discipline is maintained in a tight liquidity environment without compromising project quality.

The Company adheres to globally recognized management standards: ISO 9001:2015 (Quality Management System) ISO 14001:2015 (Environmental Management System) ISO 45001:2018 (Occupational Health & Safety Management System)

Our commitment to quality delivery is reinforced through the Quadra ERP system, implemented across all project sites to ensure real-time monitoring, efficient project management, and company-wide integration.

Environmental responsibility remains a core value. The Company has developed a robust monitoring framework to minimize environmental impact during project execution. Regular quarterly customer feedback surveys further enable continuous improvement in project delivery and client satisfaction.

RISK MANAGEMENT AND OPERATIONAL RESILIENCE:

During the year, the Company maintained strong operational and financial controls to ensure resilience in a dynamic environment. Key highlights include: Health & Safety Measures: All construction sites and offices continue to strictly implement safety protocols such as thermal screening, enhanced sanitization, social distancing, mandatory use of masks, and restricted visitor entry.

Cost Management: Non-essential expenditure was curtailed and resources reallocated to safeguard liquidity.

Tendering Process: As government infrastructure projects are predominantly awarded through competitive bidding (technical + financial), profitability depends on the ability to qualify technically and remain cost-competitive. The Companys expertise, strong net worth, and execution record enhance its ability to secure large-scale projects.

Raw Material Volatility: Cement and steel form a major cost component. Long-duration contracts expose the Company to price fluctuations, potentially impacting margins. Mitigation strategies include careful project selection and escalation clauses where applicable.

Skilled Manpower Availability: Construction requires specialized technical resources. The Company selectively bids based on manpower availability and has HR policies to attract, retain, and develop skilled talent.

Timely Completion: Recognizing the reputational and financial risks of delays, the Company practices selective bidding and robust project planning. Its track record of timely execution demonstrates operational strength.

Working Capital & Liquidity: Delayed realization of receivables can impact cash flows. To mitigate this, the Company prefers projects backed by central and multilateral funding agencies, ensuring timely payments and sustainability of operations. Regulatory Risks: The Companys operations are governed by the Companies Act, 2013 and subject to evolving statutory and regulatory frameworks. Any changes in law, compliance requirements, or accounting standards could affect operations, though the Company maintains strong governance practices to adapt effectively.

OPPORTUNITIES AND CHALLENGES:

Government Infrastructure Spending: Infrastructure remains central to Indias economic development. Increased allocation in roads, housing, urban development, and industrial corridors is expected to directly benefit the construction sector. Technological Advancements: The adoption of advanced project monitoring tools, BIM, and digital construction technologies is driving higher efficiency and improved project supervision.

National Infrastructure Pipeline (NIP): The Government of Indias ambitious NIP aims to develop world-class infrastructure and achieve the vision of a USD 5 trillion economy, opening significant opportunities for sector participants.

Atmanirbhar Bharat: Emphasis on self-reliance promotes indigenous products and services, boosting domestic construction activity.

Labour Availability: Migration of workers and hesitancy to return post-pandemic continues to pose challenges, creating manpower shortages in select regions.

Rising Raw Material Costs: Global supply chain disruptions and volatility in commodity prices, especially steel and cement, increase project costs and impact margins.

INTERNAL CONTROLS SYSTEM AND ADEQUACY:

The Company has a well-established internal control framework to ensure operational efficiency, reliability of financial reporting, and compliance with applicable laws and regulations.Internal controls were tested during the year, with no material weaknesses observed in design or effectiveness.

The framework is supported by an independent Internal Audit function, which reports directly to the Audit Committee of the Board.Risk assessments, inspections, and periodic safety audits strengthen operational safeguards.Assets are adequately protected through comprehensive insurance coverage.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As of March 31, 2025, the Company has two subsidiaries:

1. Univastu HVAC India Private Limited

2. Univastu Charitable Foundation

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) and applicable provisions of the Companies Act, 2013, ensuring true and fair presentation. Significant accounting policies are disclosed in the Notes to Financial Statements.

A statement containing key highlights of subsidiaries performance is attached to the Consolidated Financials in Form AOC-1. In compliance with Section 136 of the Companies Act, 2013, financial statements of the Company and subsidiaries are available on the corporate website (www.univastu.com) and can be inspected at the Registered Office upon request.

HIGHLIGHTS OF SUBSIDIARY COMPANIES:

Univastu HVAC India Private Limited

Incorporated on October 11, 2018, with a paid-up capital of Rs.1,00,000/-.

Engaged in HVAC contracting, project execution, consulting, trading, and allied services. Univastu Charitable Foundation Incorporated on December 4, 2022, with a paid-up capital of Rs.25,000/-.

Established to support charitable and social initiatives.

FINANCIAL REVIEW

CONSOLIDATED INCOME STATEMENT SUMMARY

(Rs. In Lacs)

Particulars		Consolidated
	2024-25	2023-24	YOY %
Revenue from operations	17,117.78	12,061.41	42
Other income	85.20	111.55	(24)
Operating Expenses	14289.04	10107.11	41
EBITDA	2913.94	2065.85	41
Financial Charges	427.77	481.18	(11)
Depreciation & Amortization	137.75	124.53	11
Profit Before Tax	2348.42	1460.14	61
Tax Expenses	797.16	459.71	73
Profit After Tax	1551.26	1000.43	55
EPS (Basic)	8.78	6.27	40

DETAILS OF SIGNIFICANT RATIO CHANGE:

The key financial ratios of Univastu are given below;

Key Financial Ratios (Standalone)	2024-25	2023-24	Variance
Current Ratio	1.97	1.58	24.69%
Debt to Equity Ratio	0.30	0.62	(50.47%)
Debt Service Coverage Ratio	2.83	1.84	54.13%
Return On Capital Employed	16.19%	15.88%	1.92%
Net profit ratio	10.68%	9.20%	16.01%
Return on Equity	13.02%	13.65%	(4.61%)

Notes:

- Current ratio [Current assets ? Current liabilities]

- Debt-equity ratio [Total debt excluding lease liability ? Equity]

- Debt service coverage ratio [(Profit after tax +Finance cost + Depreciation) ? (Finance cost +Long term debt)]

- Return On Capital Employed [Earning before interest and taxes? Capital Employed]

- Capital Employed [Tangible net worth + Deferred tax liabilities + Lease liabilities]

- Net profit ratio [Net Profit after tax? Net sales]

- Return on Equity [Net Profits after taxes? Shareholders equity]

HUMAN RESOURCES:

The Company believes that people are its most valuable asset. Human Resource policies are designed to foster a performance-driven culture while aligning with the Companys core values.

Training and development programs were conducted for both technical and soft skills.

Recruitment focused on building a strong technical talent pool and adopting digital HR practices for smarter workforce management.

Average headcount during FY 2024–25 stood at ~100 employees, reflecting selective hiring and retention of skilled resources. Employee turnover remained moderate, supported by structured HR policies, performance metrics, and a dynamic organizational structure.

The Company continues to invest in people-centric strategies, building a competent, motivated, and digitally enabled workforce to support long-term growth.

CAUTIONARY STATEMENT

The Management Discussion and Analysis contains statements describing the Companys objectives, projections, estimates and expectations, which may be forward looking in nature. These statements are made within the meaning of applicable laws and regulations and are based on informed judgements and estimates. There cannot be any guarantee of the previous performance continuity as future performance also involves risks and uncertainties. These may include but not limited to the general market, macroeconomics, interest rates movements, competitive pressures, technological and legislative developments and other key factors that may affect the Companys business and financial performance.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] To, The Members, Univastu India Limited Bungalow No 36/B,C.T.S. No 994 & 945 (S.No.117 & 118) Madhav Baug, Shivtirth Nagar, Kothrud Pune 411038 I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Univastu India Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms, and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025, according to the provisions of: (i) The Companies Act, 2013, as amended from time to time (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations, wherever applicable (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-(a) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (c) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (not applicable to the Company during the Audit Period); (e) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (not applicable to the Company during the Audit Period); (f) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued; (not applicable to the Company during the Audit Period); (g) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021: (not applicable to the Company during the Audit Period); and (h) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (not applicable to the Company during the Audit Period).

(vi) I further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, no other law was applicable specifically to the company.

I have also examined compliance with the applicable clauses and regulations of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreement entered into by the Company with Stock Exchange pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except: (i) There is a delay in filing a declaration under regulation 33 (3) (d) of the SEBI (listing obligations and disclosure requirements) regulations, 2015.

(ii) A form was filed beyond the prescribed period with additional fees as per the provisions of Companies Act, 2013. (iii) The Company does not have any Risk Management policy in place although the Company has disclosed that they are in the process of identifying the risk and making the policy.

I further report that:

- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors

- Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

- All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

- I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

- I further report that during the audit period, there were no specific events/actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except the following:

1. Company has acquired Opal Luxury Time Products Limited (CIN: L33309PN2007PLC129597) through Corporate Insolvency Resolution Process for Corporate Debtors under Insolvency and Bankruptcy Code, 2016 and regulations made thereunder as may be updated.

2. Company has issued 6,30,990 equity shares on preferential basis and same have been listed on the National Stock Exchange Limited in compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Company has issued 6,83,000 warrants fully convertible into equity shares on preferential basis in compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

For MSN Associates Company Secretaries

CS Nishad Umranikar Partner Membership No. FCS 4910 C.P. No. 3070 UDIN: F004910G001112269

Date: 29^th August, 2025 Place: Pune

Note: This report is to be read with letter of even date by the Secretarial Auditors, which is annexed as Annexure A and forms an integral part of this report.