Sindu Valley Technologies Ltd Directors Report

To,

The Members of

GHV Infra Projects Limited

Your directors take pleasure in presenting the 48th Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2025.

FINANCIAL RESULTS:

Summary of the Company s financial performance for year ended 31st March, 2025 as compared with the previous financial year is given below:

Particulars	FY 2024-	FY 2023-
	ganization.
	2025	2024
Revenue from Operation	18,488.48	-
Revenue from other Income	-	-
Total Revenue	18,488.48	-
Total Expenditure	(16,155.60)	(43.47)
Profit/loss before exceptional items, Extra-ordinary item and tax	2332.88	(43.47)
Exceptional Items	-	-
Profit / (loss) before tax	2332.88	(43.47)
Provision for tax/deferred tax	618.29	-
Net Profit after tax	1714.59	(43.47)
Other Comprehensive Income	11.18	(43.47)
Total Comprehensive Income	1725.77	(43.47)

FINANCIAL HIGHLIGHTS AND BUSINESS OVERVIEW:

During the financial year ended 31st March 2025, the Company recorded a total revenue of Rs 18,488.48 lakhs as against nil revenue in the previous year. The Company reported profit before exceptional items and tax of Rs 2332.88 lakhs0 as against loss of Rs 43.47 Lakhs in the previous financial year and net profit for the year wasRs 1714.59 Lakhs as against loss of Rs 43.47 Lakhs in previous financial year. This marks a significant turnaround compared to the previous Other Comprehensive income for the year (net of tax) is Rs 11.18 Lakhs as against loss of Rs 43.47 Lakhs in the previous year. After considering other comprehensive income, total comprehensive income stood at Rs 1725.77 Lakhs as against loss of Rs 43.47 Lakhs in the previous year. The improved performance reflects capabilities, operational infrastructure mandates.

Your Company s is engaged in EPC/turnkey projects executions of Infrastructure (road, rail, water, airport runways, ports and energy), Industrial (steel, power refinery, oil & gas pipelines, large process factory) and Building (Industrials, warehousing, commercials, residentials, hotels, institutions, hospitals, plant and non-plant buildings) as can be clearly seen from the highlights that the Company s 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 Companyintoamoreprofitable

CHANGE IN NATURE OF BUSINESS:

In order to make the main object clause of the Memorandum of Association (MOA) comprehensive and concise and to include activities with future potentialities and opportunities of the Business, the main object clause of the MOA of your Company has been altered vide special resolution passed through Postal Ballot on 30th July 2024 by adding the new business activity related to constructions & developmental works.

DIVIDEND :

The Board of Directors of the Company has not recommended any dividend for the financial year 2024-25, 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 1,714.59 Lakhs to Reserve& Surplus during the financial year 2024-25.

DEPOSITS:

Your Company has not accepted any deposits within the year. 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 the Company srobustprojectexecution of India (Listingandfocus Obligations high-value 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 1	00391261	Managing Director
Reby Thomas 2	06505474	Whole Time Director
Shivrudrapa Hanjage 3	08525894	Non-executive Non- Independent Director
Kavita Chhajar 4	07146097	Non-executive Independent Director
Samrathdan Zula 5	03151303	Non-executive Independent Director
Ravi Kumar Seth 6	02427404	Non-executive Independent Director

Note:

1. Mr. Ajay Hans (DIN:00391261) was appointed as managing Director w.e.f. August 31, 2024

2. Mr. Reby Thomas (DIN:06505474) was appointed as a Whole Time Director w.e.f. August 31, 2024

3. Mr. Shivrudrappa Hanjage (DIN:08525894) was appointed as a Non-executive Non-Independent Director w.e.f. August 31, 2024

4. Mrs. Kavita Chhajer (DIN:07146097) was appointed as a Non-executive Independent Director w.e.f. June 26, 2024

5. Mr. Samrathdan Zula (DIN:03151303) was appointed as a Non-executive Independent Director w.e.f. June 26, 2024

6. Mr. Ravi Kumar Seth (DIN:02427404) was appointed as a Additional Independent Director w.e.f. July 24, 2025 and he has for the first term of 5 (five) years by the members at EGM held on August 26, 2025 by passing special resolution.

Details about the other changes made in the Composition of Board during FY 2024-25

Mr. Lakshman Madesh, has resigned as a Managing Director w.e.f. June 26, 2024, Mr. Doraswamy Prasad has resigned as a Director of the Company w.e.f. June 26, 2024, Mrs. Sharitha Madesh has resigned as a Director w.e.f. August 05, 2024 and

Kazim Raza Khan has resigned as a Director w.e.f. August 31, 2024.

The Details about the Key Managerial Personnel is 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
Mr. Daksh Tulsibhai Mewada**	Company Secretary & Compliance Officer

*Mr. Sadanand Shetty was appointed as Chief Financial Officer of the Company w.e.f. December 26, 2024

**Mr. Daksh Tulsibhai Mewada was appointed as Company Secretary & Compliance Officer of the Company w.e.f. July 24, 2025.

Details about the other changes made in the KMPs during FY 2024-25:

Mr. Siva Prasad Dindakurthi has resigned as a Chief Financial Officer of the Company w.e.f. June 26, 2024.

Mr. Syed Mahtab Alam was appointed as a Chief Financial Officer of the Company w.e.f. June 26, 2024 and ceased to act as such w.e.f. October 09, 2024.

Mrs. Sandhya Deshpande has resigned as a Company Secretary & Compliance Officer w.e.f. August 31, 2024. Mr. Amol Dhakorkar was appointed to act as Company Secretary & Compliance Officer of the company with effect from August 31, 2024 and ceased to act as such w.e.f. June 16, 2025.

None of theDirectorsaredisqualifiedfor 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 2025 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 2025 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 does not have any subsidiary, associate or Joint Venture Company.

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) 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 externalinfluence.

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 Company s 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 Non-Independent 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, 3 (Three) meetings of Independent Directors were scheduled viz. August 14, 2024 October 18, 2024 and February 13, 2025. 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, 2025 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 Company s 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 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, the Company is not required to maintain cost records and conduct Cost Audit and appoint a Cost Auditor for the year under review.

Further, 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, Company Secretary in practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, finan 2024-25. The Report of Secretarial 2013forthe Auditor is annexed to this report as Annexure III.

Further, the Board in its meeting held on August 12, 2025 has appointed M/s. Kothari H. & Associates, Company Secretary in practice, as a Secretarial Auditor for a period of 5 years i.e. financial year 2025-26 to 2029-30, subject to approval of Shareholders at the ensuing Annual General Meeting.

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 audit observations and

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSION & ANALYSIS:

During the year under review, provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

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 company s 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 arm s 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 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 II .

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.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and the related Rules are not applicable to the Company for the financial year ended March 31, 2025. Hence, the Company has not constituted a CSR Committee and no CSR report is required to be annexed to this report.

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 11 (Eleven) times during the

25, 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
1.	29th May, 2024
2.	26th June, 2024
3.	29th July, 2024
4.	05th August, 2024
5.	31st August, 2024
6.	18th October, 2024
7.	26th October, 2024
8.	13th November, 2024
9.	12th December, 2024
10.	26th December, 2024
11.	28th January, 2025

RESOLUTION PASSED THROUGH POSTAL BALLOT AND EXTRA ORDINARY GENERAL MEETING:

A. Following resolution have been passed through Postal Ballot On August 01, 2024, during the Year 2024-25

Ordinary Resolution

1. To approve the appointment of Mr. Reby Thomas Elsan (DIN: 06505474) as Director of the Company.

Special Resolution(s)

1. To regularize Mr. Kazim Raza Khan (Din: 05188955) as an Independent Director of the Company.

2. To regularize Mr. Samrathdan Zula (DIN: 03151303) as an Independent Director of the Company.

3. To regularize Mrs. Kavita Akshay Chhajer (DIN: 07146097) as an Independent Director of the Company.

4. To approve appointment of Mr. Reby Thomas Elsan (DIN: 06505474) as Managing Director of the company.

5. Approval of loans, investments, guarantee or security under Section 185 of Companies Act, 2013.

6. 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.

7. To increase in the borrowing limits of the Company under Section 180(1)(C) of Companies Act, 2013.

financialyear 2024- 8. To create security by way of charge, mortgage, hypothecation or pledge of the moveable or immovable assets or properties of the Company.

9. Shifting of registered office of the Company from the state of Karnataka to the state of Maharastra, Mumbai.

10. Alteration in main object clause in Memorandum of Association of the Company.

B. Following resolution(s) have been passed through EGM

On November 19, 2024 during the Year 2024-25

Ordinary Resolution

1. Increase in authorised share capital.

Special Resolution(s)

1. Adoption of new set of articles of association of company inter alia pursuant to the companies act, 2013.

2. Issuance of 1,10,00,000 equity shares on preferential basis.

3. Issuance of 40,00,000 equity shares on preferential basis.

4. Approval of name change of the company from Sindu Valley Technologies Limited to GHV Infra Projects Limited and consequential alteration to the memorandum of association and articles of association of the company.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committee(s):

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholder s 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 2024-25

No. of Meeting	Date of the Meeting
01/2024-25	29th May, 2024
02/2024-25	05th August, 2024
03/2024-25	13th November, 2024
04/2024-25	12th December, 2024
05/2024-25	28th January, 2025

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 2024-25

No. of Meeting	Date of the Meeting
01.	26th June, 2024
02.	31st August, 2024

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 November, 2024.

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 regarding the meeting during the year under review is not applicable.

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 termsofactualoutflows 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 identification, to regulate risk 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 Company s website

During the financial year 2024-25, 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 Anti-Sexual 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 2024-25. 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

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, pursuant to the Share Purchase Agreement dated May 07, 2024 Bhadra Paper Mills Limited ( Promoter Seller ) has transferred the 5,14,860 shares to Mr. Chirag Deepak Dedhia (Acquirer 1), Mr. Arvind Awadhnath Sharma (Acquirer 2) and Mrs. Manisha Arvind Sharma (Acquirer 3).

Thereafter, Mr. Jahid Vijapura (Acquirer) entered into a Share Purchase Agreement with Mr. Chirag Deepak Dedhia (Seller 1), Mr. Arvind Awadhnath Sharma (Seller 2) and Mrs. Manisha Arvind Sharma (Seller 3) (collectively referred to as the Selling Shareholders) for purchase of 5,14,860 shares from the selling shareholders.

On October 18, 2024, the Board of Directors of the Company approved the issuance of 1,50,00,000 equity shares of the Company to the promoters and non-promoters on preferential basis in terms of Section 42 read with Section 62 of the Companies Act, 2013 and other applicable provisions and/or SEBI Regulations.

After the year ends under review and before the date of signing of this report:

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. material orders passed by the Other than those mentioned above, No other material changes and commitments affecting the financial position of the Company occurred during Financial Year 2024-25, till the date of this 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 31/03/2025, the provisions of regulation 34(2)(f) 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, 2025 is divided into following:

The Authorized Share Capital of the Company as on March 31, 2025 is Rs 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore Sixty Lakhs Shares) of Rs 10/- (Rupees Ten) each.

The Paid-up Capital of the Company as on March 31, 2025 is Rs 14,41,50,000/- (Rupees Fourteen Crores Forty-one Lakhs Fifty Thousands only) divided into 1,44,15,000 (One Crore Forty Four Lakhs Fifteen Thousands Shares) of Rs 10/- (Rupees Ten) each.

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

On October 18, 2024, the Board of Directors of the Company approved the increase in authorized share capital of the company from existing Rs 1,20,00,000 (Rupees One Crore Twenty Lacs Only) divided into 12,00,000 (Twelve Lac) Equity Shares of Rs 10/- (Rupees Ten Only) each to Rs 16,00,00,000/- (Rupees Sixteen Crores) divided into 1,60,00,000 (One Crore Sixty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each.

On October 18, 2024, the Board of Directors oftheCompany e: approved the issuance of the 1,50,00,000 equity shares to promoters and non-promoters of the Company on preferential issue in terms of Section 42 read with Section 62 of the Companies Act, 2013 and other applicable provisions and/or SEBI Regulations.

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, 2025, 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.

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: November 13, 2025
Place: Mumbai
Registered
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