To

The Members,

Sindu Valley Technologies Limited,

Your Directors have pleasure in presenting the 47^th Annual Report on the business and operations of the Company and the accounts for the financial year ended on 31 March, 2024.

The Authorized Share Capital of the Company is divided into 12,00,000 Equity Shares of Rs.10/-each, aggregating to Rs. 1,20,00,000 (Rupees One Crore Twenty Lakhs only).

The Issued, Subscribed and Paid-up Capital is Rs. 70,00,000 (Seventy Lakhs only) divided into 7,00,000 Equity shares of Rs. 10/- each as on 31st March, 2024. There are no changes in share capital during the financial year.

The Company has not transferred any amount to Reserve & Surplus in financial year 2023 - 2024.

Your directors have not recommended any dividend.

There was no operation during the year and the company could not generate any sales revenue for the financial year under review.

To avoid duplication of certain information in Directors' Report and Management Discussion & Analysis, the Board of Directors of your Company has presented the composite summary of performance and functions of the Company.

Your directors are actively considering to enter into the business of infrastructure and Construction. For the purpose object clause of the Memorandum of Association of the Company was amended with consent of the shareholders obtained by passing special resolution through postal ballot process dated 30.07.2024. Your directors are also actively proposing to shift registered office of the Company from Bengaluru to Mumbai. For the purpose Consent of the shareholders obtained by passing special resolution through postal ballot process dated 30.07.2024.

The Company continuously focusing to explore and develop opportunities in the infrastructure Sector and due to slow growth rate in the infrastructure development the Company is doing investing activities and the management of the Company is building up the team to improve its

Investment decisions and increases the value of the stakeholders.

The total income of the Company for the current financial year 2023 -24 and previous financial 2022-23 year was NIL.

However, the Company has suffered loss of Rs.43.47 lakhs during the year as against a Loss of Rs. 15.60 lakhs for the previous year. The Company expects to earn increased revenues in the near future.

The timely availability of skilled and technical personnel is one of the key challenges. The Company maintains healthy and motivating work environment through various measures. This will help the Company to retain and recruit skilled work force resulting in the timely completion of the work.

The Company has adequate internal control procedure commensurate with its size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by management and well-documented policies and guidelines to ensure reliability of financial and all other records to prepare financial statements.

Human Resources are important asset of any business. Skilled and technical staff is required by us for our projects. We take up various projects based on availability of right mix of man power. Thus our growth is likely to be affected by our ability to attract and retain skill and technical manpower.

Your Company is complying with various laws and regulations applicable.

During the year under review, your Company did not earn any income. After incurring certain expenses, there remains a loss of Rs.43.47 lacs as against loss of Rs. 15.60 lacs in the previous year.

Your directors do not propose to transfer any amount to general reserves.

There have been no material change and commitment affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

Your Directors are actively considering various options of commencing the business of manufacturing and/or marketing of paper and paper products. The Company will receive all the support from its holding Company viz. Bhadra Paper Mills Limited.

Considering the Indian macro-economic factors are in much better shape as also various financial stimulates being provided by the Government, it appears that the Company will have better opportunity to grow.

Impact of the on-going geopolitical disturbances arising from the Russia-Ukraine war and the renewed pandemic related lockdowns in China emanating primarily from its zero Covid policy, are the main concerns.

Indian economy at macro level is strong and has remained fastest growing economy in the world. Various stimulus being provided by the Government to sustain the growth and measures to control the rising prices of commodities will show the results in medium to long terms. Your Directors look forward a better future for your Company.

The Company does not have any subsidiary company.

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

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.

The Company has not given any loan or made investment nor has given any guarantee or provided security during the financial year under review.

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

In absence of any business activity, the Company did not enter into any material contract/arrangements with related parties except acceptance of loans raised from its holding company. Since all such transactions with the related parties entered into by the Company were in ordinary course of business and were on arm's length basis, Form AOC-2 is not applicable.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. The details of the transactions are elaborated in Form AOC-2 which is an annexed to this report Annexure-III.TIO

Since your Company was not engaged in any manufacturing activity, information as required under the provisions of Section 134(3)(m) of the Act is not furnished. During the year, the Company neither earned nor spent any foreign exchange.

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

The Board of Directors had approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Members of the Board and the Senior Managerial Personnel in their business dealings, at workplace, in dealing with various stakeholders etc.

All the Board Members and Senior Managerial Personnel periodically affirm and confirm compliance to the Code of Conduct.

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mr. Reby Thomas Elsan (DIN: 06505474) shall retire by rotation in the forthcoming Annual General Meeting and being eligible he offers himself for re-appointment.

The Company had the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013 as on 31st March 2024:

Mr. Lakshman Madesh, Managing Director);

Mrs. Sandhya Deshpande, Company Secretary (From 12.05.2023)

Mr. Siva Prasad Dindakurthi, Chief Financial Officer (From 12.05.2023)

During the year under review, Mr. Abhilash Padmnabh Kamti resigned as Director w.e.f. close of business hours of 13th February 2024.

During the year 2024-25, Mr. Reby Thomas Elsan (Din: 06505474), Mr. Kazim Raza Khan (DIN: 05188955), Mr. Samrathdan Zula (DIN: 03151303) and Mrs. Kavita Akshay Chhajer (DIN: 07146097) were appointed as Directors with effect from the close of business hours of the Company June 26, 2024. Mr. Syed Mahtab Alam has been appointed as Chief Financial Officer with effect from June 26, 2024

During the year 2024-25, Mr. Lakshman Madesh, Mr. Doraswamy Prasad resigned as Directors with effect from the close of business hours of June 26, 2024. Mr. Siva Prasad Dindakurthi resigned as Chief Financial Officer with effect from the close of business hours of June 26, 2024 due to change in the management.

Mrs. Sharitha Madesh resigned as director of the Company with effect from the close of business hours of

August 05, 2024 due to change in the management. Mrs. Sandhya Deshpande resigned as Company Secretary of the Company with effect from the close of business hours of August 31, 2024. The Board placed on record its deep appreciation of the valuable services rendered by Mr. Abhilash Padmnabh Kamti, Mr. Lakshman Madesh, Mr. Doraswamy Prasaad, Mrs. Sharitha Madesh, Mr. Siva Prasad Dindakurthi and Mrs. Sandhya Deshpande during their tenure as Directors, CFO and CS of the Company respectively.

During the year 2024-25, Mr. Ajay Hans (DIN-0391261) was appointed as managing Director, Mr. Reby Thomas (DIN-06505474) was appointed as whole time Director and Mr. Shivrudrappa Anandappa Hanjage was appointed as Non-executive Non-Independent Director with effect from the close of business hours of the Company August 31, 2024.

Mr. Amol Dilip Dhakorkar has been appointed as Company Secretary of the Company with effect from September 01, 2024.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

Your Director's confirm that the Company has complied with applicable secretarial standards.

The Committee presently comprises of Mr. Abhilash P. Kamti, Independent Director, Mr. Doraswamy Prasad, Independent Director and Mr. Lakshman Madesh, Managing Director. Mr. Abhilash P. Kamti is the Chairman of the Committee. All the members of the Committee are having financial and accounting knowledge. The Committee met 5 times during the financial year 2023-24.

The Audit Committee was reconstituted on August 31, 2024. Mr. Reby Thomas Elasan (DIN: 06505474), Mr. Samrathdan Zula (DIN: 03151303) and Mrs. Kavita Akshay Chhajer (DIN: 07146097) are the Members of the Committee.

The Nomination and Remuneration Committee presently comprises of Mr. Abhilash P. Kamti and Mr. Doraswamy Prasad; both Independent Director and Ms. Sharitha Madesh, non-Executive Director. The Committee has met once during the financial year under review.

The Nomination and Remuneration Committee was reconstituted on August 31, 2024. Mr. Shivrudrappa A. Hanjage (DIN: 08525894), Mr. Samrathdan Zula (DIN: 03151303) and Mrs. Kavita Akshay Chhajer (DIN: 07146097) are the Members of the Committee.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors.

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and other applicable provisions of SEBI (LODR) Regulations, 2015, your Company does not have more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year. Hence, your company is not required to form Stakeholder's Relationship Committee.

The Stakeholder Relationship Committee was reconstituted on August 31, 2024.Mrs. Kavita Akshay

Chhajer (DIN: 07146097), Mr. Reby Thomas Elasan (DIN: 06505474) and Mr. Ajay Hans (DIN:00391261) are the members of the Committee.

Seven meetings of the Board were held during the year under review. One meeting of the Independent Directors was also held during the year.

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state & confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual

accoun

ts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2024 and of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately;

f) There is proper system devised to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.

The management continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

Relations between the management and employees were cordial through-out the year. The Company had only two employee during the year under review.

The particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure I and forms part of this

report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors' Report for the year ended 31st March, 2023 is given in a separate annexure to this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before the 47th annual general meeting and upto the date of the said annual general meeting during normal business hours on working days.

According to Directors, there are no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s. P. Chandrasekhar LLP, Chartered Accountants, Statutory Auditors of your Company, were appointed as Statutory Auditors by the members of the Company in their 44th Annual General Meeting held on 30th September, 2021 for a period of consecutive five years, that is till the 48th Annual General Meeting to be held in the financial year 2025-26.

M/s. P. Chandrasekar LLP, Chartered Accountants, Chartered Accountants (Firm Registration Number: (000580S/S200066) have tendered their resignation from the position of Statutory Auditors w.e.f August 31, 2024 due to their pre-occupation, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013 ("Act").

Appointment of M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Registration No. 106041W/W100136) as Statutory Auditors to fill casual vacancy.

Internal Auditor plays an important role in strengthening the internal control and the Internal Auditors will reports to the Audit Committee. The Company has appointed M/s. Rajendra Singh and Associates as internal auditors for the Financial Year 2023-24.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate as per the nature of the business, the size of its operation. The Company has an inhouse Internal Audit ("IA") department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. Remediation of deficiencies by the IA department has resulted in a robust framework for internal controls.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

During the year, Secretarial Audit was carried out by Ms. Twinkle Pandey, proprietor of TP & Associates, Company Secretaries, for the financial year 2023-24. The report on the Secretarial Audit is appended as Annexure II to this report.

Provisions relating to cost audit is not applicable to your Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and company's operations in future.

There is no proceeding pending against the company under the Insolvency and Bankruptcy code, 2016 (IBC Code). There has not been any instance of one-time settlement of the company with any bank or financial institution.

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended 31st March, 2023 is placed on the website of the Company at https://sinduvalley.com/

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 your Company has duly constituted an internal complaint committee. The Committee has formulated a policy to ensure protection to its female employees.

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

The Directors wish to place on record their deep sense of appreciation to the Company's Bankers, all the employees for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.