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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