GHV Infra Projects Ltd Directors Report

To,

The Members of

GHV Infra Projects Limited

(formerly known as Sindu Valley Technologies Limited)

Your directors take pleasure in presenting the 49th Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2026.

FINANCIAL RESULTS:

Summary of the Companys financial performance for the year ending 31st March, 2026 as compared with the previous financial year is given below:

(Rs. in Lakhs)

Particulars	Standalone	Consolidated
	FY 20252026	FY 20242025	FY 20252026	FY 20242025
Revenue from Operation	60,553.10	18,488.48	61,547.33	-
Revenue from other Income	38.79	-	38.79	-
Total Revenue	60,591.89	18,488.48	61,586.12	-
Total Expenditure	(54,863.66)	(16,155.60)	55,098.03	-
Profit/loss before exceptional items, Extra-ordinary item and tax	5,728.23	2,332.88	6,488.09
Exceptional Items	-	-	-	-
Profit / (loss) before tax	5,728.23	2,332.88	6,488.09	-
Provision for tax/deferred tax	1,502.73	618.29	1,564.43	-
Net Profit after tax	4,225.50	1,714.59	49,01.78	-
Other Comprehensive Income	18.90	11.18	140.38	-
Total Comprehensive Income	4,244.40	1,725.77	5,042.16	-

FINANCIAL HIGHLIGHTS AND BUSINESS OVERVIEW:

During the financial year ended 31st March 2026, the Company recorded total revenue of Rs. 60,591.89 lakhs as against Rs. 18,488.48 Lakhs revenue in the previous year. The Company reported profit before exceptional items and tax of Rs. 5,728.23 lakhs as against profit of Rs. 2,332.88 Lakhs in the previous financial year and net profit for the year was Rs. 4,225.50 Lakhs as against profit of Rs. 1,714.59 Lakhs in previous financial year. This marks a significant turnaround compared to the previous year. Other Comprehensive income for the year (net of tax) is Rs. 18.90 Lakhs as against profit of Rs. 11.18 Lakhs in the previous year. After considering other comprehensive income, total comprehensive income stood at Rs. 4,244.40 Lakhs as against profit of Rs. 1,725.77 Lakhs in the previous year. The improved performance reflects the Companys robust project execution capabilities, operational efficiency, and focus on high-value infrastructure mandates.

Your Companys is engaged in EPC/turnkey projects executions of Infrastructure (Highways & Expressways, Railways, Bridges & Viaducts, Runway & Taxiways, Dams & Irrigation Works, Pipeline Works), Building (Building Construction, Hotels & Hospitality, Industrial Infrastructure, Airport Infrastructure, Commercial Places), Coastal Infrastructure (Jetties & Berth, Ro-Ro, & Cruise Infrastructure, Marine Connectivity Road & Rail), Energy (Solar Power, Thermal Power), Industrial (Steel Plants, Refineries, LSTK Process Units), and Data Center (Civil, MEP with all Compliances) as can be clearly seen from the highlights that the Companys the total revenue generation from the current year and profit for the year of the Company.

The management of the Company hereby is very optimistic regarding the performance of the Company in future and taking every steps and making every effort to turn the Company into a more profitable organization.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

DIVIDEND:

The Board of Directors of the Company has not recommended any dividend for the financial year 2025-26, opting instead to reinvest the profits back into the business to support future growth and expansion. There is no unpaid/unclaimed Dividend during the year.

AMOUNT TRANSFERRED TO RESERVES:

The Company has transferred Rs. 4,226 Lakhs to Reserve & Surplus during the financial year 2025-26.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73(1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

During the year under review and upto the date of signing this report the changes in the Board of Directors and Key Managerial Personnel of the Company are as follows:

The Details about Composition of Board is as per below mentioned table:

Name of Directors	DIN	Category of Directors
Ajay Hans	00391261	Managing Director
Reby Thomas	06505474	Whole Time Director
Shivrudrapa Hanjage	08525894	Non-executive NonIndependent Director
Kavita Chhajar	07146097	Non-executive Independent Director
Samrathdan Zula	03151303	Non-executive Independent Director
Ravi Kumar Seth*	02427404	Non-executive Independent Director

Note:

*Mr. Ravi Kumar Seth (DIN: 02427404) was appointed as an Additional Independent Director with effect from July 24, 2025, and was further regularized as an Independent Director for a first term of five (5) years by the members of the Company at the Extraordinary General Meeting (EGM) held on August 26, 2025, by way of a special resolution.

Details about the Key Managerial Personnels are as follows:

Name of the Key Managerial Personnel	Category of KMP
Mr. Ajay Hans	Managing Director
Mr. Reby Thomas	Whole Time Director
Mr. Sadanand Shetty	Chief Financial Officer
Mr. Daksh Tulsibhai Mewada*	Company Secretary & Compliance Officer

*Mr. Amol Dhakorkar resigned as Company Secretary & Compliance Officer of the Company w.e.f June 16 2025 and Mr. Daksh Tulsibhai Mewada was appointed as Company Secretary & Compliance Officer of the Company w.e.f. July 24, 2025.

None of the Directors are disqualified for appointment/ reappointment under Section 164 of the Companies Act 2013. As required by law, this position is also reflected in the Auditors Report.

Further, in accordance with the requirements of the Act and Articles of Association of the Company, Mr. Shivrudrappa Hanjage (DIN: 08525894) Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors state that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2026 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of 31st March 2026 and of the profit of the Company for the year ended on that date.

c) 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts of the Company have been prepared on the on-going concern basis.

e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, the Company has one wholly owned subsidiary, namely GHV Infra FZ-LLC (a foreign subsidiary incorporated on 12 September 2025 in the Ras Al Khaimah Economic Zone, United Arab Emirates), and one Joint Venture, namely GHV Infra Projects-RKS-TCIPL. The Company does not have any Associate Company as on 31 March 2026.

A statement containing the salient features of the financial statements of the subsidiary and joint venture in the prescribed Form AOC-I is annexed to this Report as Annexure II.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-Executive Directors of the Company, viz. Mr. Samrathdan Zula, Mrs. Kavita Akshay Chhajer and Mr. Ravi Kumar Seth have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director” of the Company. The Independent Directors of the Company have confirmed compliance with the relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management, including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

Details of Familiarization Programme for the Independent Directors are already updated on the website of the Company.

DISCLOSURE FROM INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Independent Directors have confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act are available on the website of the Company.

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors was completed.

The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameters, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out the annual evaluation of its own performance, of each of its Committee and of all individual Directors, as required under the provisions of Section 134(3) (p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations. The manner in which such performance evaluation exercise was carried out is given below:

The Nomination and Remuneration Committee (NRC) carries out the evaluation process at initial stage, followed by evaluation by Board. The performance evaluation framework is in place to seek the response of each Director on the evaluation of the entire Board and Individual Directors, on defined parameters.

The criteria of evaluation of Board as well as that of its each Committee; and individual Directors, including the Chairman of the Board; as defined by NRC in this regard, includes attendance and contribution of each Director at the meetings or otherwise, independent judgment, adherence to code of conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

The performance of the Board and Individual Directors was also evaluated by the Board seeking input from all Directors on aforesaid parameters.

The performance of Committees was evaluated by the Board seeking inputs from Committee Members concerned. A separate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairman of the Company, considering the views of Executive as well as Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, 1 (One) meeting of Independent Directors were scheduled viz. February 13, 2026. All the Independent Directors of the Board were present at the meeting.

STATUTORY AUDITORS:

At the 47th Annual General Meeting held on September 30, 2024, the shareholders approved the appointment of M/s Manubhai & Shah LLP Chartered Accountants, Ahmedabad (FRN:- 106041W/W100136) as Statutory Auditors of the Company until the conclusion of 52nd Annual General Meeting of the Company to be held in the year 2029.

AUDITORS REPORT:

The Auditors have issued an unmodified Report for the year ended March 31, 2026 which is self explanatory hence, do not call for any comments from the Management under Section 134 of the Companies Act, 2013

INTERNAL AUDITORS:

The Internal and operational audit is entrusted to M/s. Punit Patel & Associates, (FRN-0140119W) Chartered Accountant, Mumbai. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Your Company has an effective internal control and risk- mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Further, Punit patel, Internal Auditor has tendered resignation w.e.f. October 24, 2025 and to fulfil this casual vacancy Board of Directors at their meeting held on November 03, 2025 appointed Haresh Patel Practicing Chartered Accountants (Membership No. 144863 & FRN no. 133617W) as an Internal Auditor of the Company w.e.f. 03rd November 2025 for the remaining period of the Financial Year 2025-26.

COST AUDIT AND COST AUDITOR:

As per the provisions of section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 as amended from time to time and based on the recommendation of Audit Committee, the Board of Directors in their Meeting held on August 12, 2025 appointed M/s Jitendrakumar & Associates (FRN: 101561), Cost & Management Accountant, as the Cost Auditor of the Company for Conducting the Cost Audit for the Financial Year 2025-26 as the Company crosses the threshold limit as per the provisions of section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 as per the Financial Statements for the year end March 31, 2025.

FRAUDS REPORTED BY THE AUDITORS:

Auditors have not reported any incident of fraud to the Audit Committee/Board of Directors, in their respective report, for the periods reviewed by them.

SECRETARIAL AUDIT:

The Board had appointed M/s. Kothari H. & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013, for the financial year 2025-26. The Secretarial Audit Report is annexed to this report as Annexure V.

Further, at its meeting held on August 12, 2025, the Board appointed M/s. Kothari H. & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of five years, covering the financial years 2025-26 to 2029-30. This appointment was subsequently approved by the shareholders at the Annual General Meeting held on December 15, 2025.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meeting, respectively, have been duly followed by the Company

REPORT ON CORPORATE GOVERNANCE:

Pursuant to the Listing Regulations, the Report on Corporate Governance together with the certificate issued by M/s. Kothari H. & Associates, the Secretarial Auditors of the Company, on compliance in this regard forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

As per the provisions of Companies Act, 2013 and Regulation 23 of Listing Regulations, the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The said Policy is available at link of Company Policies page on the companys website at. https://ghvinfra.com/ corporate-governance/.

During the year under review, all the related party transactions were in the ordinary course of business and at arms length. The Company periodically reviews and monitors related party transactions. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC 2 is annexed to this report as Annexure III.

However, the details of the related party transactions are set out in Note 30 to the standalone financial statements forming part of this Annual Report.

The Related Party Transaction Policy is available on the Company website www.ghvinfra.com.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013, and the rules framed thereunder, are applicable to the Company for the financial year ended 31st March 2026. As the amount required to be spent by the Company under sub-section (5) was less than Rs.50 lakhs, the requirement under sub-section (1) to constitute a Corporate Social Responsibility Committee does not apply. Consequently, the functions of such Committee, as prescribed under the said section, are discharged by the Board of Directors of the Company. The CSR Report is annexed to this report as ANNEXURE IV.

ANNUAL RETURN:

As required under the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, a copy of the relevant Annual Return is available on the website of the Company at https://ghvinfra.com/compliance/

NUMBER OF MEETINGS OF THE BOARD:

The Board met 07 (Seven) times during the financial year 2025-26, the details of which are as follows. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Sr. No.	Board Meeting Date
01/2025-26	06th May, 2025
02/2025-26	28th May, 2025
03/2025-26	14th July, 2025
04/2025-26	12th August, 2025
05/2025-26	03rd November, 2025
06/2025-26	13th November, 2025
07/2025-26	13th February, 2026

RESOLUTION PASSED THROUGH POSTAL BALLOT AND

EXTRA ORDINARY GENERAL MEETING:

A. Following resolution have been passed through Postal

Ballot On March 30, 2026, during the Year 2025-26

Ordinary Resolution

1. Approval of material related party transaction(s) with GHV (India) private limited for FY 2026-27

2. Approval of material related party transaction(s) with GHV-MHK JV for FY 2026-27.

3. Approval of material related party transaction(s) with NPIPL-GHV JV for FY 2026-27.

4. Approval of material related party transaction(s) with GHV Infra Projects - RKS - TCIPL JV for FY 2026-27

Special Resolution(s): NILL

B. Following resolution (s) have been passed through EGMs held on June 28, 2025 and August 26 2025, during the Year 2025-26:

EGMs held on June 28, 2025

Ordinary Resolution

1. Increase in authorised share capital.

Special Resolution(s)

1. Approval of material related party transaction(s) with GHV (India) private limited for FY 2026-27

2. Approval of material related party transaction(s) with GHV-MHK JV for FY 2026-27.

3. Approval of material related party transaction(s) with NPIPL-GHV JV for FY 2026-27.

4. approval for material related party transaction(s) with m/s. kedareshwar infrastructure developers private limited.

5. Approval for ratification of certificate obtained from practicing chartered accountant for change in name of the company

Special Resolution(s):

1. Approval of loans, investments, guarantee or security under section 185 of companies act, 2013

2. To make loans or investment(s) or provide security and guarantee in excess of the prescribed limits under section 186 of the companies act, 2013

3. To create security by way of charge, mortgage, hypothecation or pledge of the moveable or immovable assets or properties of the company

4. To increase in the borrowing limits of the company under section 180(1)(c) of companies act, 2013

5. Issuance of convertible warrants to promoters/ promoter group and nonpromoter on preferential basis.

6. Issuance of unlisted unrated secured optionally convertible debentures on preferential basis by way of private placement

7. To approve conversion of loan into equity.

EGMs held on August 26 2025

Ordinary Resolution(s):

1. Approval for sub-division (stock split) of every 1(one) equity share of face value of Rs. 10.00/- each into 2 (two) equity shares of face value of rs. 05/- each.

2. Approval for alteration of capital clause of the memorandum of association of the Company approval for increase in authorised share capital and consequent

3. Alteration of the capital clause of the memorandum of association

4. Approval for issue of bonus share

Special resolution(s):

1. Approval for the appointment of Mr. Ravi Kumar Seth (DIN:02427404) as an Independent Director of the Company:

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committee(s) up to the Date of signing of this Report:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee.

4. Executive Committee*

*Executive Committee of the Board was constituted at the Board Meeting held on August 12, 2025.

The details of the Committees along with their composition, number of meetings are as under.

A. Composition of the Audit Committee

Sr. No. Name	Category
1. Mr. Samrathdan Zula	Chairperson
2. Mrs. Kavita Chajjar	Member
3. Mr. Reby Thomas	Member
4. Mr. Ravi Seth*	Member

* Mr. Ravi Seth was appointed as a member of the audit committee w.e.f. August 12, 2025.

Details of the meeting of Audit Committee held during the FY 2025-26

No. of Meeting	Date of the Meeting
01/2025-26	06th May, 2025
02/2025-26	28th May, 2025
03/2025-26	12th August, 2025
04/2025-26	03rd November, 2025
05/2025-26	13th February, 2026

B. Composition of Nomination and Remuneration Committee

Sr. No. Name	Category
1. Mr. Samrathdan Zula	Chairperson
2. Mrs. Kavita Chajjar	Member
3. Mr. Shivrudrappa Hanjage	Member
4. Mr. Ravi Seth*	Member

* Mr. Ravi Seth was appointed as a member of the Nomination and remuneration committee w.e.f. August 12, 2025.

Details of the meeting of Nomination and Remuneration Committee held during the FY 2025-26

No. of Meeting	Date of the Meeting
01/2025-26	24th July, 2025
02/2025-26	12th August, 2025

C. Composition of Stakeholder Relationship Committee

Sr. No. Name	Category
1. Mrs. Kavita Chajjar	Chairperson
2. Mr. Reby Thomsas	Member
3. Mr. Ajay Hans	Member

During the year under review, only one (1) Meeting of the Stakeholder Relationship Committee was held on 13th February, 2026.

D. Composition of the Executive Committee*

Sr. No. Name	Category
1. Mr. Ajay Hans	Chairperson
2. Mr. Reby Thomsas	Member
3. Mrs. Kavita Chajjar	Member

* Since the Executive Committee of the Board of Directors was formed on August 12, 2025.

Details of the meeting of Executive Committee held during the FY 2025-26

No. of Meeting	Date of the Meeting
01/2025-26	22nd August, 2025
02/2025-26	17th September, 2025
03/2025-26	08th December, 2025
04/2025-26	01st December, 2025
05/2025-26	10th March, 2026
06/2025-26	16th March, 2026

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure I

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

I. Conservation of Energy:

The operations of your Company are not energy intensive. However, the Company makes its best efforts for conservation of energy in its stores and office premises.

II. Technology Absorption, Adaptation and Innovation:

The Company has not carried out any specific research and development activities during the year.

III. Foreign Exchange Earnings and Outgo:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is disclosed in the financial statements.

RISK MANAGEMNT AND INTERNAL CONTROL:

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 which laid down the framework to identify, evaluate business risks and opportunities. The Company has vested powers to the Audit Committee to regulate risk identification, assessment, analysis and mitigation with the assistance of the Internal Auditor. The Company has procedures in place for informing the Board of Directors on risk assessment and management procedures. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. The management is however, of the view that none of the risks may threaten the existence of the Company as a risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize. The Company has a Business Continuity Plan including Disaster Recovery scenario to minimize disruptions and potential impact on its employees, customers and business during any unforeseen adverse events or circumstances. Furthermore, The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/ Whistle Blower Policy (Vigil Mechanism) in place. The Vigil Mechanism is a system for providing a tool to the Directors and Employees of the Company to report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization. The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee. Details of the Vigil Mechanism are available on the Companys website

During the financial year 2025-26, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company as required under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has in place an AntiSexual Harassment Policy in line with the requirements of the Act. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Following is the summary of sexual harassment complaints received and disposed off during the year 2025-26.

Number of complaints received during the year: Nil Number of complaints disposed off during the year: Nil Number of cases pending for more than ninety days: Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations. However, members attention is drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under review, on August 22, 2025, the Executive Committee of the Company, Approved the following:

1. Pursuant to special resolution passed by the Members of the Company at Extra-Ordinary General Meeting (EOGM) held on June 28, 2025, and in pursuance of the BSE In-principal approval letter dated August 08, 2025, approved the allotment of 38,50,000 warrants convertible into 38,50,000 equity shares of Rs. 10/- each at an Issue Price of Rs. 400/- to Promoters and Non-promoters on a preferential basis. and

2. Allotment of 1,000 secured, unlisted, unrated, (18%) optionally convertible debentures (OCDs) of Rs. 1,00,000/- each to be converted equity shares of Rs. 10/- each to non-promoters on preferential basis.

There are no material changes other than those mentioned above and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Boards report.

LISTING OF SHARES:

Equity Shares of your Company are listed on Bombay Stock Exchange, and the Company has paid the necessary Listing Fees for the Year 2025-26.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As the company is not falling under the Top-1000 listed entities, based on market capitalization, as at 31/03/2026, the provisions of regulation 34(2Xf) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

SHARE CAPITAL:

The Share Capital of the Company as on March 31, 2026 is divided into following:

The Authorized Share Capital of the Company as on March 31, 2026 is Rs. 66,00,00,000/- (Rupees Sixty Six Crores Only) divided into 13,20,00,000 (Thirteen Crores Twenty Lakhs Shares) of Rs. 5/- (Rupees Five) each.

The Paid-up Capital of the Company as on March 31, 2026 is Rs. 36,03,75,000/- (Rupees Thirty Six Crores Three Lakhs Seventy Fifty Thousands only) divided into 7,20,75,000 (Seven Crores Twenty Lakhs Seventy Five Thousands Shares) of Rs. 5/- (Rupees Five) each.

During the year under review following changes made in the Share Capital of the Company.

On July 24, 2025, the Board of Directors of the Company approved the following:

1. Sub-division/split of the existing Equity Shares of the Company, such that, each Equity Share having face value of Rs. 10/- (Rupees Ten only) each fully paid- up, be sub- divided/split into such number of Equity Shares having face value of Rs. 05/ (Rupees Five only) each fully paid-up

2. The Issuance of Bonus Shares to the existing shareholders of the Company in the ratio of 03:02 i.e. 3 (Three) fully paid-up equity shares for every 2 (two) existing fully paid- up equity shares held as on proposed Record Date fixed for bonus issue.

During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity other than those which are mentioned above. As on March 31, 2026, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible into Equity Shares of the Company.

PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose 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 is not applicable.

OTHER DISCLOSURES

During the year under review:

• No shares with differential voting rights and sweat equity shares have been issued.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• The Company has complied with the provisions relating to the Maternity Benefits Act, 1961

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, sup- pliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD
Sd/-	Sd/-
Ajay Hans	Reby Thomas
Managing Director	Whole Time Director
(DIN: 00391261)	(DIN: 06505474)
Date: August 10, 2026
Place: Mumbai
Registered Office:
GHV INFRA PROJECTS LIMITED
(CIN: L43900MH1976PLC457495)
A-511, 5th Floor, Kanakia Wall Street, Andheri Kurla Road, Andheri (East), Chakala MIDC, Mumbai - 400093
Email: info@ghvinfra.com	Website: www.ghvinfra.com
Contact No.: +91 22 6941 1500