Notes to Accounts of GHV Infra Projects Ltd.

Mar 31, 2025

12.5 Terms / Rights of Shareholders, Dividend and Repayment of Capital:

(a) The Company has only one class of shares referred to as equity shares having a par value of '' 10/- each. Each holder of equity shares is entitled to one vote per share.

(b) Dividends, if any, is declared and paid in Indian Rupees. The dividends, if any, proposed by the Board of Director is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(c) In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

12.7 An Agreement dated October 18, 2024 to purchase 5,14,860 equity shares constituting 3.28% of the emerging equity and voting equity shares (i.e. 1,57,00,000 fully paid-up equity shares of the face value of '' 10/- each of the M/s. Sindu Valley Technologies Limited (''the Company'') bein the capital pos| allotment of 1,50,00,000 equity shares and existing equity shares 7,00,000) of the Company from Mr. Chirag Deepak Dedhia (Seller-1), Mr. Arvind Awadhnatl Sharma (Seller-2) and Mrs. Manisha Arvind Sharma (Seller-3) (Seller-1, Seller-2 and Seller-3 are collectively hereinafter referred to as the "Sellers” / "Selling Shareholders”) at '' 30/- per Equity Share. ("SPA”). [The open offer is being made by the ) Jahidmohmed

H. Vijapura, i) JHV commercials LLP, i) Mrs. Husena Vijapura (PAC) for acquisition of up to 40,82,000 fully paid-up Equity Shares of '' 10/- each constituting 26.00% of the emerging equity and voting share capital of the Company (ie. 1,57,00,000 fully paid-u equity shares of the face value of '' 10/- each of the M/s. Sindu Valley Technologies Limited being the capital post allotment of 1,50,00,000 equity shares and existing equity shares 7,00,000).

The Board of Directors of the Company at their meeting held on October 18, 2024, has authorized a preferential allotment of

I, 10,00,000 fully paid- up Equity Shares of face value of '' 10/- each on preferential basis representing 70.06% of Emerging Equity and Voting Share Capital of the Company to [Acquirer-2 and PAC (1,02,50,000 equity shares to Acquirer-2 and 7,50,000 equity shares to PAC) at an issue price of '' 18 per equity share, in compliance. with the provisions of Companies Act, 2013 ("Act”) and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and subsequent amendments thereto ("SEBI ICDR Regulations, 2018”). The Board of Directors of the Company also at thei meeting held on October 18, 2024, has authorized a preferential allotment of 40,00,000 fully paid-up Equity Shares of face value of '' 10/- each on preferential basis to public category investors at an issue price of Rs, 22 per equity share. The consent of the members of the Company for the proposed preferential allotment is being sought through issuance of notice of extra ordinary general meeting to be held on November 19, 2024.

Inaccordance with para 3 & 4 above, the company has alloted 1,37,15,000 equity shares issued at the price of '' 18/-per share (for 1,01,50,000 Equity shares) and '' 22/- per share (for 35,65,000 Equity shares) on December 12, 2024 on preferential basis In terms of Chapter V of SEBI (ICDR) Regulations, [2018. The aforesaid proceeds from issue of equity shares has been utilised as at March 31, 2025.

27.2 Fair Value Measurement of Financial Assets and Financial Liabilities

The Fair value of current financial assets measured at amortised cost are considered to be the same as their carrying amount because they are of short term nature. Hence fair value hierarchy is not given for the same.

28 Financial Instruments risk management objective & policies

The Company''s activities expose it to market risk, credit risk and liquidity risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. Risk management systems are reviewed periodically to reflect changes in market conditions and the Company''s activities. The Board of Directors oversee compliance with the Company''s risk management policies and procedures, and reviews the risk management framework.

28.1 Market risk

The market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises currency risk, interest risk and other price risk.

The Company does not have any foreign currency transactions, so it is not exposed to currency risk. Further, company does not have any investments, so it is not exposed to any other price risk.

The company has borrowings at floating rate interest, and hence it is exposed to interest risk.

28.3 Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness. Credit risk arises primarily from financial assets such cash and cash equivalent, other Bank Balance, Loans & other financial assets.

29.3 Risk to the Plan_

Following are the risk to which the plan exposes the entity

A Actuarial Risk

- It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons

- Adverse Salary Growth Experience Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

- Variability in mortality rates If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

- Variability in withdrawal rates If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the company there can be strain on the cashflows.

C Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

D Legislative Risk

Legislative risk is the risk of increase in the plan liabilities due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

33 Segment reporting

(a) Description of segments and principal activities

The Company is predominantly engaged in the business of infrastructure Construction Services. Infrastructure Construction Services renders comprehensive, value added services in construction, erection and commissioning. All other activities of the Company revolve around this business. As such there are no separate reportable segments, as per the Ind-AS 108 on Operating Segment.

(b) Information about Major Customer

Revenue from operations includes ''17,412.84 Lakhs (Previous Year: Nil) from two customer (Previous Year: Nil) having more than 10% of the total revenue.

35 Other Disclosures

a) The Company has not taken any borrowings on the basis of security of current assets from banks and financial institutions in respect of which quarterly returns / statements of current assets are required to be filed by the Company with banks and financial institutions.

b) The Company is not declared as wilful defaulter by any bank or financial Institution or other lender.

c) There were no charges or satisfaction yet to be registered with ROC beyond the statutory year.

d) There are no immovable properties (freehold or leasehold) held by Company whose title deeds are not held in the name of the company.

e) No proceedings have been initiated / pending against the Company for holding any Benami Property under Benami Transactions (Prohibition) Act, 1988.

f) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

g) The Company has not made any Investment in violation to the provisions related to number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

h) The Company has not traded or invested in Crypto Currency or Virtual Currency.

i) The Company has not given any advance, loan or made investments to any other person(s) or entit(ies), including Foreign entities (Intermediary) with the understanding that the Intermediary shall (i) directly or indirectly lend or invest in other person/ entities (Ultimate Beneficiaries) on behalf of the Company or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

j) The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Party") with the understanding that the company shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

k) No transactions recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

36 The Company has used an accounting Software for maintaining its books of account for the year ended March 31, 2025 which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in software. Further, audit trail feature has not been tampered with in respect of accounting software where the audit trail has been enabled. Additionally, the audit trail of prior year(s) has not been preserved by the company as per the statutory requirements for record retention.

37 The Company was not having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year and hence, provisions of Section 135 of the Act are not applicable to the Company during the year.

38 Previous year''s figures have been regrouped / reclassified wherever necessary to make them comparable with current year''s figures.

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Mar 31, 2024

S Provisions and Contingent Liabilities and Assets:

A provision is recognised when the Company has a present obligation (legal or constructive) as a result
of past events and it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation, in respect of which a reliable estimate can be made of the amount of
obligation. Provisions (excluding gratuity and compensated absences) are determined based on
management''s estimate required to settle the obligation at the Balance Sheet date. In case the time
value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks
specific to the liability. When discounting is used, the increase in the provision due to the passage of
time is recognised as a finance cost. These are reviewed at each Balance Sheet date and adjusted to
reflect the current management estimates.

Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose
existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future
events not wholly within the control of the Company. A contingent liability also arises, in rare cases,
where a liability cannot be recognised because it cannot be measured reliably.

Contingent asset is not recongnised unless it becomes virtually certain that an flow of econimic
benefits will arise.

i) Defined Contribution Plan

Contributions to defined contribution schemes such as provident fund, employees'' state insurance,
labour welfare are charged as an expense based on the amount of contribution required to be made as
and when services are rendered by the employees. The above benefits are classified as Defined
Contribution Schemes as the Company has no further obligations beyond the monthly contributions.

ii) Defined Benefit Plan

The Company also provides for gratuity which is a defined benefit plan, the liabilities of which is
determined based on valuations, as at the balance sheet date, made by an independent actuary using
the projected unit credit method. Re-measurement, comprising of actuarial gains and losses, in respect
of gratuity are recognised in the OCI, in the period in which they occur. Re-measurement recognised in
OCI are not reclassified to the Statement of Profit and Loss in subsequent periods. Past service cost is
recognised in the Statement of Profit and Loss in the year of plan amendment or curtailment. The
classification of the Company''s obligation into current and non-current is as per the actuarial valuation
report.

iii) Leave entitlement and compensated absences

Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term
employee benefit. Leave entitlement, other than short term compensated absences, are provided
based on a actuarial valuation, similar to that of gratuity benefit. Re-measurement, comprising of
actuarial gains and losses, in respect of leave entitlement are recognised in the Statement of Profit and
Loss in the period in which they occurr.

iv) Short-term Benefits

Short-term employee benefits such as salaries, wages, performance incentives etc. are recognised as
expenses at the undiscounted amounts in the Statement of Profit and Loss of the period in which the
related service is rendered. Expenses on non-accumulating compensated absences is recognised in the
period in which the absences occurr.

v) Termination benefits

Termination benefits are recognised as an expense as and when incurred.

U Accounting for Taxes of Income:-

i) Current Taxes

Current income tax is recognised based on the estimated tax liability computed after taking credit for
allowances and exemptions in accordance with the Income Tax Act, 1961. Current income tax assets
and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at the reporting date.

ii) Deferred Taxes

Deferred tax is determined by applying the Balance Sheet approach. Deferred tax assets and liabilities
are recognised for all deductible temporary differences between the financial statements'' carrying
amount of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities
are measured using the enacted tax rates or tax rates that are substantively enacted at the Balance
Sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the
period that includes the enactment date. Deferred tax assets are only recognised to the extent that it is
probable that future taxable profits will be available against which the temporary differences can be
utilised. Such assets are reviewed at each Balance Sheet date to reassess realisation.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset. Current
tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and
intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

The Fair Value of the Financial Assets & Liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale.

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, for financial instruments measured at fair value in the statement of
financial position, as well as the significant unobservable inputs used.

C. Financial Risk Management
C.i. Risk management framework

A wide range of risks may affect the Company''s business and operational / financial performance. The risks that could have significant
influence on the Company are market risk, credit risk and liquidity risk. The Company''s Board of Directors reviews and sets out policies
for managing these risks and monitors suitable actions taken by management to minimise potential adverse effects of such risks on the
company''s operational and financial performance.

C.ii. Credit risk

The company has not yet commenced its business and there is no fiancial assets in the books other than cash at bank. Hence there is no
credit risk to the company during the fiancial year

Financial Assets are considered to be of good quality and there is no significant increase in credit risk

Cash and cash equivalents and Other Bank Balances

The Company held cash and cash equivalents and other bank balances of Rs.0.60 lacs at 31st March 2024 The cash and cash equivalents
are held with bank with good credit ratings therefore does not expose the Company to credit risk.

C.iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset.

Liquidity risk is managed by Company through effective fund management of the Company''s short, medium and long-term funding and
liquidity management requirements. At present the company manages the liquidity risk by availing funds from the Holding company.

C.iv. Market risk

The Company is not commenced its business hence there is no market risk during the year.

C.iv.a Currency risk

The Company is not commenced its business hence there is no currency risk during the year.

Note 14 : Capital Management

The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and
to optimise returns to its shareholders. Management monitors the return on capital as well as the debt equity ratio
and make necessary adjustments in the capital structure for the development of the business. The capital structure
of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet
its strategic and day - to - day needs.

Gearing Ratio- Gearing Ratio is NIL as on 31.03.2023 and 31.03.2024

Note 15 : Contingent liabilities and commitments (to the extent not provided for)

Note 16 : Lease

The Company has entered into cancellable operating leases for office premises and other premises which are
renewable at the option of both the lessor and the lessee. The Company intends to renew such leases in the normal
course of its business.Total rental expenses charged to the Statement of Profit and Loss under cancellable and non¬
cancellable leases amount to Rs. 1.2 Lacs (Previous year: Rs.1 Lac)

The Company has elected not to apply the requirements of Ind AS 116 to leases which are expiring within 12 months
from the date of transition by class of asset and leases for which the underlying asset is of low value on a lease-by¬
lease basis.

Note 17 :

As certified by the Management there is no obligation in respect of gratuity and leave encashment during the year
Note 18 :

Balances are relied upon as per books of accounts wherever the confirmations from debtors /creditors /Loans
/Advances are not available

Note 19 :

During the year the company has paid Rs.24.53 lacs as fine and penalty for the non compliance of the SEBI
regulation 33,34, 6(1), 7(1) and 29 (2) 29(3)

Note 20 : Others

The company has not availed any borrowings from Banks or Financial Institutions on the basis of current Assets and
therefore the requirement of filing Quarterly Returns with the Banks would not apply

The company is not holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules
made there under.

The company is not declared wilful defaulter by any bank or financial institution or other lender during the year.

The company has not made any transactions with companies struck off under section 248 of the Companies Act,
2013 or section 560 of Companies Act, 1956, during the year

The company has not accepted any transaction not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 during the year.

The company has not traded or invested in Crypto currency or Virtual currency during the financial year.

Note 21 :Dues to micro, small and medium enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008
which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers
the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure
in respect of the amounts payable to such enterprises as at 31 March 2024 and 31 March 2023 has been made in
the financial statements based on information received and available with the Company. There are no dues to
enterprises which have provided goods and services to the Company and which qualify under the definition of micro
and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006.

Note 22 : Ratio

Refer Ratio Schedule

Note 23 : Deferred Tax

The Deferred Assets on account of carry over business losses is resulting in deferred tax Assets. In view of the
prudence and huge accumulated loss carried over, the same is not been recognised and accounted for.

Note 24

The company has incurred losses in the previous years and its net worth has eroded. However, during the current
year Based on Managements confirmation and continued support the company''s financial statements have been
prepared on the going concern basis whereby the realization of assets and discharge of liabilities are expected to
occur in the normal course of business.

Note 25 :

Previous year figures have been regrouped and rearranged wherever necessary to confirm with the current year
Note 26 :

The company has shifted its registered office from Mumbai ROC to Bangalore ROC with effect from December 06,
2022.

For M/s.P.CHANDRASEKAR LLP SINDU VALLEY TECHNOLOGIES LIMITED

Chartered Accountants
Firm Reg no-000580S/S200066

S.Rajagopalan Lakshman Madesh Doraswamy Prasad

Partner Managing Director Director

Membership No.025349 DIN: 03632724 DIN: 00832192

Place : Bengaluru Sandhya Deshpande Siva Prasad Dindakurthi

Date: 29th May 2024 Company Secretary Chief Financial Officer