GHV INFRA PROJECTS LIMITED — Proxy Solicitation & Information Statement 2025

Date: November 21, 2025

To, Department of Corporate Services BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai – 400001

Company Scrip ID: GHVINFRA Company Scrip Code: 505504

Subject: Notice of 48th (Forty-Eighth) Annual General Meeting - Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/ Madam,

We wish to inform you that, the 48th (Forty-Eighth) Annual General Meeting ("AGM") of the Members of the GHV Infra Projects Limited ("the Company") is scheduled to be held on Monday, December 15, 2025 at 03:00 P.M. (IST) through Video Conferencing/ Other Audio-Visual Means ("VC/OAVM"), in compliance with applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

In accordance with Regulation 30 read with Para A Part A of Schedule III of the Listing Regulations, please find enclosed herewith the Notice of the 48th (Forty-Eighth) AGM of the Company.

The Notice of AGM along with Annual Report are being dispatched electronically to those Members whose email addresses are registered with the Company or MUFG Intime India Private Limited, Registrar and Transfer Agent of the Company, or the Depositories.

In terms of Regulation 46 of the Listing Regulations, the Annual Report for the Financial Year 2024-25 along with the Notice and other related documents are also available on the website of the Company at https://ghvinfra.com/annual-report/

You are requested to take the above on record.

Thanking You, Yours faithfully,

For GHV Infra Projects Limited

Daksh Tulsibhai Mewada Digitally signed by Daksh Tulsibhai Mewada Date: 2025.11.21 13:29:16 +05'30'

Daksh Tulsibhai Mewada Company Secretary & Compliance Officer

Encl: a/a

Registered Office: A-511, 5th Floor, Kanakia Wall Street, Andheri Kurla Road, Andheri (East), Chakala MIDC, Mumbai – 400093.Tel: +91 22 6941 1500, Email: [email protected] Web: www.ghvinfra.com CIN No.: L43900MH1976PLC457495

Notice is hereby given that 48th Annual General Meeting of the Members of GHV Infra Projects Limited (formerly known as Sindu Valley Technologies Limited) ("the Company') will be held on Monday, 15th December, 2025 at 03:00 P.M. (IST) through video conference (V') other audio-visual means ("OAVM) facility to transact the following businesses:

ORDINARY BUSINESS:

1 To receive, consider and adopt the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board and Auditor thereon.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025 and the Reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."

2 To appoint a director in place of Mr. Shivrudrappa Anandappa Hanjage (DIN: 08525894) who retires by rotation and being eligible offers himself for reappointment.

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Shivrudrappa Anandappa Hanjage (DIN: 08526884), who retires by rotation at this meeting be and is hereby re-appointed as a Director of the Company."

SPECIAL BUSINESS:

3) To appoint M/s. Kothari H & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution

"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, if any and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), consent of the Members of the Company be and is hereby accorded to appoint M/s. Kothari H & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a term of upto 5 (Five) consecutive years, from April 01, 2025 to March 31, 2030 (the term), on such terms and conditions including remuneration as detailed in the explanatory statement attached hereto.

4 To Ratify the Remuneration payable to Cost Auditor for the Financial Year 2025-26

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company hereby ratifies the remuneration of Rs. 2,00,000/- (Rupees Two Lakhs only) plus applicable taxes payable to M/s. Jitendrakumar & Associates, Cost Accountants, (Firm Registration No. 101561), who has been appointed as Cost Auditors by the Board of Directors of the Company to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2026.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution"

By Order of the Board of Directors For GHV Infra Projects Limited

Sd/- Daksh Tulsibhai Mewada Company Secretary & Compliance Officer

Date: November 13, 2025 Place: Mumbai

Registered Office

A-511, 5th Floor, Kanakia Wallstreet, Andheri kurla Road, Chakala Midc, Andheri (East), Mumbai, Maharashtra, India, 400093.

NOTES:

• 1. Pursuant to the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 in relation to "Clarification on holding of Annual General Meeting (AGM') through Video Conferencing (VC) or Other Audio Visual Means (OAVMY), (collectively referred to as "MCA Circulars') the Company is convening its 48th AGM through Video Conferencing (VC')/Other Audio Visual Means ('OAVM), without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India ('SEBI), vide its circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024 ('SEBI Circulars') and other applicable circulars issued in this regard, has provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'). In compliance with the provisions of the Companies Act, 2013 (the Act), the Listing Regulations and MCA Circulars, the AGM of the Company is being held through VC/OAVM on Monday, December 15, 2025 at 03:00 p.m. IST. The deemed venue for the AGM will be the Registered Office of the Company i.e.: A-611, 5th Floor, Kanakia Wallstreet, Andheri kurla Road, Chakala Midc, Andheri(East), Mumbai, Maharashtra, India, 400093.
• An explanatory statement pursuant to Section 102 of the Companies Act, 2013 ("Act") and the rules made thereunder setting out the material facts in respect of special business under item no. 03 & 04 isannexed hereto and forms part of this Notice.
• As the AGM is being held through VC/OAVM in accordance with the Circulars, the facility for appointment of proxies by the members will not be available for the ensuing AGM and hence, the Attendance Slip, Proxy Form and the route map are not annexed to this Notice. Moreover,

the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/0AVM and participate thereat and cast their votes through e-voting.

• In compliance with the Circulars, Notice of the AGM along with the Annual Report is being sent only through electronicmode to those Memberswhose email addresses are registered with the Company / Depositories as on November 14, 2025. Members may note that the Notice and Annual Report will also be available on the Company's website i.e. www.ghvinfra.com and website of stock exchange i.e. BSE Limited at www.bseindia.com and on the website of National Securities Depository Limited at www.evoting.nsdl.com.
• Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013.
• Inaccordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India ("ICSI"), as revised with effect from April 01, 2024, read with Clarification / Guidance on applicability of Secretarial Standards 2 dated April 15, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.

• The register of directors and key managerial personnel (KMP) their shareholding, Section 170 of the Act, and the register of contracts or arrangements in which the directors are interested, maintained under Section 189 of the Act. All other documents, if any referred to in the notice of the 48th AGM and the Explanatory Statement will be available for inspection by the members at the Registered Office of the Company during normal business hours (10.00 a.m. to 6.00 p.m.) on working days up to the date of the AGM. and maintained under Such documents will also be available electronically for inspection by the members from the date of circulation of this notice upto the date of AGM and during the AGM. Members seeking to inspect such documents can send an email to [email protected].

• Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their respective Depository Participant(s).

• In terms of the provisions of Section 72 of the Act, the facility for making nomination is available for the Shareholdersinrespect of the shares held by them. Shares of the company being in 100% demat mode, shareholders who have not yet registered their nomination are requested to submit the said details to their Depository Participant(s).
• . Members are requested to address all correspondence to the Registrar and Share Transfer Agent, MUFG Intime India Private Limited, C-101,Embassy 247, LBS Marg, Vikhroli (West), MUMBAI - 400083, Toll-free number : 1800 1020 878; email id: [email protected].
• . The Members can join the AGM in the VC/0OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/0AVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• Queries proposed to be raised at the Annual General Meeting may be sent to the company by email mentioning their name, demat account number/folio number, email id, mobile number at [email protected] at least ten days prior to the date of Annual General Meeting. The same shall be replied to suitably by the Company.

• To support the "Green Initiative", Members who have not registered their email addresses are requested to register the same with their Depository Participant(s), in respect of shares held.

14. VOTING THROUGH ELECTRONIC MEANS:

• a. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.
• b. The board of directors have appointed M/s. Kothari H. & Associates, Practicing Company Secretaries, to act as the Scrutiniser for remote e-voting as well as the e-voting on the date of the AGM, in a fair and transparent manner.
• c. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. Monday, December 08, 2025 only shall be entitled to avail the facility of remote e-voting as well as e-voting system during the AGM. Person who is not member as on the said date should treat this Notice for information purpose only.
• d. A person who has acquired the shares and has become a Member of the Company after the dispatch of the Notice of the AGM and prior to the Cut-off date i.e. Monday, December 08, 2025, shall be entitled to

exercise his/ her vote either electronically i.e. remote e-voting or e-voting system on the date of the AGM by following the procedure mentioned in this part

• The Members who have cast their vote by remote e-voting prior to the AGM may attend the AGM through VC/0AVM but shall not be entitled to cast their vote again.
• 1. Those Members, who will be present in the AGM through VC/OAVM and have not casted their vote through remote e-voting and are otherwise not barred from doing this, shall be eligible to vote through e-voting system during the AGM.
• a. The Scrutiniser shall, after the conclusion of voting at the AGM, unblock the votes cast through remote e-Voting and count the same, and count the votes cast during the AGM, and shall make, not later than 48 hours from the conclusion of the AGM, a consolidated Scrutiniser's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Scrutiniser's decision on the validity of the votes shall be final.

The results declared along with the Scrutiniser's Report shall be placed on the Company's website www.ghvinfra.com and on the website of NSDL https://www.evoting.nsdl.com within two working days of the passing of the Resolutions at the 48th Annual General Meeting of the Company and shall also be communicated to the Stock Exchanges where the shares of the Company are listed.

PROCEDURE AND INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on Friday, December 12, 2025 at 03:00 A.M. and ends on Sunday, December 14, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Monday, December 08, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, December 08, 2025.

How do | vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps* which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode:

Interms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in orderto access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password and the system will force you to change your password.
4. c) How to retrieve your 'initial password?
5. (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your User I and your 'nitial password.
6. (il) If your email 1D is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
7. 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
8. a) Click on "Forgot User Details/Password?(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
• If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. com mentioning your demat account number/folio number, your PAN, your name and your registered address etc. c
• ^dMembers can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login' button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/0AVM" link placed under "Join Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Castyour vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit* and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully' will be displayed.
• 1. You canalso take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
• 1. Itis strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical ser Reset Password?" option available on www.evoting. nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected].
• 1. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1(A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 8, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository ~ Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/0OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through

Laptops for better experience.

• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/ have questions may send their questions in advance mentioning their name demat account number/folio number, emailid, mobile number at [email protected] The same will be replied by the company suitably.

Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH THECOMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 DISCLOSURE UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015 AND THE SECRETARIAL STANDARD - 2 (REVISED) AS ISSUED BY THEINSTITUTE OF COMPANY SECRETARIES OF INDIA.

The following Statement sets out all material facts relating to the Special Business proposed in this AGM Notice.

ITEMNO. 03: APPOINTMENT OF SECRETARIAL AUDITOR:

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)(Third Amendment) Regulations, 2024 ('SEBI Listing Regulations'), effective from April 1, 2025, on the basis of recommendation of Board of Directors, a company shall appoint a peer reviewed secretarial auditor (if individual then for not more than one term of five consecutive years and if a firm then for not more than two terms of five consecutive years), with the approval of the shareholders in the Annual General Meeting.

In view of the above, based on the recommendation of Audit Comnmittee, the Board of Directors at its meeting held on August 12, 2025 have appointed M/s. Kothari H & Associates (Peer Review Certificate No. 6312/2023), Practicing Company Secretaries, as Secretarial Auditor of the Company to conduct secretarial audit for a period of five consecutive financial years from 2025-26 to 2023-30. The appointment is subject to shareholders' approval at the AGM. While recommending Secretarial Auditor for appointment, the Audit Committee and the Board based on past audit experience of the audit firm particularly in auditing large companies, valuated various factors, including the firm's capability to handle a diverse and complex business environment, its existing experience in the various business segments, the clientele it serves, and its technical expertise.

Pursuant to Regulation 36(5) of SEBI Listing Regulations as amended, the credentials and terms of appointment of Secretarial Auditor are as under:

The firm (Proprietorship) was started by Mr. Hitesh Kothari in the year 2003, Kothari H. & Associates (KHA) is an integrated service Firm focussed on corporate laws & Insolvency Professional Law, registered as a practicing company secretaries firm with the ICSI. KHA has immense experience in dealing with matters relating to Company Law, Securities Laws, inbound and outbound Investments, Legal Due Diligence, Transaction advisory and documents, Joint Ventures, Mergers and Acquisitions, Listings and Capital Market Transactions. Secretarial Auditor is a peer reviewed firm and s eligible to be appointed as Secretarial Auditors of the Company and are not disqualified in terms of SEBI Listing Regulations read with SEBI Circular dated December 31, 2024.

M/s. Kothari H & Associates, Practicing Company Secretaries is proposed to be appointed for a term of five (5) consecutive years, to conduct the Secretarial Audit of five consecutive financial years from 2025-26 to 2029-30. The fixed remuneration for the Secretarial Audit for the year 2025 is set at %12,00,000/- per annum (Rupees Twelve Lakhs Only), plus applicable taxes and other out-of-pocket costs incurred in connection with the audit. The proposed fees are determined based on the scope of work, team size, industry experience, and the time and expertise required to conduct the audit effectively.

Additional fees for statutory certifications and other

professional services will be determined separately by the management, in consultation with M/s. Kothari H & Associates and will be subject to approval by the Board of Directors and/or the Audit Committee. The remuneration for the subsequent years from 2026 to 2030 will also be approved by the Board and/ or the Audit Committee.

The Board recommends Ordinary Resolution set out at Item No. 3 of Notice for your approval.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s)and their relative(s)is/are, in any way, concerned or interested in the said resolution.

ITEM NO 04 _ RATIFICATION OF COST AUDITORS REMUNERATION FORFY 2025-26 In pursuance of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company is required to have an audit of its cost records conducted by a cost accountant in practice for the products/services covered under the Companies (Cost Records and Audit) Rules, 2014. The Board, based on the recommendation of the Audit Committee, has approved the appointment of M/s. Jitendra kumar & Associates, Cost Accountants, (Firm Registration No. 101561), as the Cost Auditors to conduct the audit of the cost records of the Company, for the financial year ending March 31, 2026, at a remuneration of Rs. 2,00,000/- per annum (Rupees Two Lakhs) plus applicable taxes.

In accordance with Section 148(3) of the Act, read with the Companies(Auditand Auditors)Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the Members of the Company. Accordingly, the consent of the Members is sought to pass an Ordinary Resolution as set out in the Notice for ratification of the remuneration payable to the Cost Auditors, for the financial year ending March 31, 2026.

None of the Directors, Key Managerial Personnel, or their relatives, are in any way concerned or interested in the resolution.

The Board recommends the ordinary resolution as set out in item no. 4 of the Notice for the consideration and approval of the members.

This information forms a part of the Notice for the 48th Annual General Meeting. Disclosure under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 issued by ICSI:

Details of the Director seeking appointment / re-appointment at the 48th Annual General Meeting (In pursuance of Regulation 36 of the SEBI(Listing and Disclosure Requirements) Regulations, 2015)

ANNEXURE TO ITEM 02

Details of Director seeking appointment/ re-appointment at the 48th Annual General Meeting as required under Regulation 36(3) of SEBI(Listing Obligations & Disclosure Requirements) Requlations, 2015 are given hereunder:

Registered Office

A-611, 5th Floor, Kanakia Wallstreet, Andheri kurla Road, Chakala Midc, Sd/-

Date: November 13, 2026 By Order of the Borad of Directors Place: Mumbai For GHV Infra Projects Limited

Andheri (East), Mumbai, Daksh Tulsibhai Mewada Maharashtra, India, 400093. Company Secretary & Compliance Officer