DIRECTORS' REPORT

The Board of Directors of your Company is pleased in presenting the Eighteenth (18^th) Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March, 2025.

1. COMPANY SPECIFIC INFORMATION:

The Company - ACTIVE INFRASTRUCTURES LIMITED (CIN: L45200MH2007PLC174506) is a Public Limited, originally incorporated as a Private Limited Company and registered under the Companies Act, 1956 on 26th September, 2007. The Company converted into Public Limited w.e.f 12th June, 2024. The Company is engaged into the business of constructions of Residential & Commercial properties on a contractual basis.

2. INITIAL PUBLIC OFFER:

During the year, pursuant to the Initial Public Offering ("IPO") of the ACTIVE INFRASTRUCTURES LIMITED {"Company"), which opened for subscription on Friday, March 21, 2025 and closed on Tuesday, March 25, 2025, 43,00,200 Equity Shares of face value. of Rs. 5/- each (*Equity Shares") bearing distinctive number from 1071481715015016 (both inclusive in dematerialized mode) were allotted at a price of Rs. 181/- per Equity Share (including a share premium of Rs. 176/- per Equity Share), to the respective applicants in the various categories as approved in consultation with the authorized representative of the Designated Stock Exchange viz. National Stock Exchange of India Limited, and such allottee's received credit for the Equity Shares directly into their depository account.

3. FINANCIALS PERFORMANCE:

"Readers are advised to read the amounts mentioned in Point 3 in lakhs, unless stated otherwise."

a) Financial summary and Highlights:-

The Financial performance of the Company for the year ended 31^st March, 2025 is summarized below:

During the financial year ended 31^st March 2025, the Revenue from Operations was Rs. 3,607.02/- as against Rs. 5,885.86/- in the previous financial year ended 31st March, 2024. Other Income of company is Rs. 56.08/- as against Rs. 15.44/- in the corresponding Previous financial year 2023-2024 ended 31^st March 2024. The Profit before tax for the financial year 31^st March 2025 is Rs. 751.70/- as against Profit before tax of Rs. 1,027.61/- in the previous financial year ended 31^st March 2024.

Earnings per share as on 31^st March 2025 is Rs. 5.27/- vis-a-vis Rs. 7.11/- as on 31^st March 2024.

During the financial year ended 31st March 2025, the Revenue from Operations was Rs. 8,975.74/- as against Rs. 9,718.33/- in the previous financial year ended 31st March, 2024. Other Income of company is Rs. 74.14/- as against Rs. 24.72/- in the corresponding Previous financial year 2023-2024 ended 31st March 2024. The Profit before tax for the financial year 31st March 2025 is Rs. 1,743.88/- as against Profit of Rs. 1242.89/- in the previous financial year ended 31st March 2024.

Earnings per share as on 31st March 2025 is Rs. 8.79/- vis-a-vis Rs. 8.48/- as on 31st March 2024.

b) Transfer to Reserves:

The opening balance as on 01st April 2024 of Reserves & Surplus Account stood at Rs. 2,045.87/-. After making adjustments and appropriations, the closing balance of Reserves & Surplus Account as on 31st March 2025 stood at Rs. 9,888.68/-. The Members are advised to refer the Note No. 14 "Other Equity" as given in the financial statements which forms the part of the Annual Report.

c) Dividend:-

Your Directors recommended a final dividend @20% (Twenty percent) i.e. Re. 1/- (Rupee One) per equity share of Rs. 5/- (Rupees Five) each appropriated from the profits of the year 2024 - 2025 and past year accumulated surplus of the Company, subject to the approval of the shareholders (members) at the ensuing Eighteenth (18th) Annual General Meeting of the Company and will be paid to those Members whose name appear on the Register of Member on Friday, 11th July, 2025. The payment of dividend is in line with the provisions of the Companies Act, 2013.

4. MAJOR EVENTS OCCURRED DURING THE YEAR :i. CONVERSION OF THE COMPANY FROM ACTIVE INFRASTRUCTURES PRIVATE LIMITED [PRIVATE LIMITED COMPANY] TO ACTIVE INFRASTRUCTURES LIMITED [PUBLIC LIMITED COMPANY]

During the year, the unanimous consent of the Members of the Company was taken at a duly convened Extra Ordinary General Meeting on 12th June, 2024, wherein the Company was converted from Private Limited Company to a Public Limited Company and consequent to such conversion, the Name of the Company was changed from 'Active Infrastructures Private Limited to Active Infrastructures Limited' by deletion of the word "Private" from the name of the Company. Further, the Memorandum and Articles of Association of the Company were accordingly amended.

ii. INITIAL PUBLIC OFFER & LISTING OF EQUITY SHARES ON SME PLATFORM OF NATIONAL STOCK EXCHANGE

During the year, pursuant to the Initial Public Offering ("IPO") of the ACTIVE INFRASTRUCTURES LIMITED {"Company"), which opened for subscription on Friday, March 21, 2025 and closed on Tuesday, March 25, 2025,43,00,200 Equity Shares of face value. of Rs. 5/- each (*Equity Shares") bearing distinctive number from 10714817-15015016 (both inclusive in dematerialized mode) were allotted at a price of Rs. 181/- per Equity Share (including a share premium of Rs. 176/- per Equity Share), to the respective applicants in the various categories as approved in consultation with the authorized representative of the Designated Stock Exchange viz. National Stock Exchange of India Limited, and such allottee's received credit for the Equity Shares directly into their depository account.

iii. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION & ALTERATION OF MEMORANDUM OF ASSOCIATION :

During the financial year under review, a new set of Articles of Association was adopted based on Table F of Schedule I of the Companies Act, 2013 at an Extra Ordinary General Meeting (EGM) held on 12th June, 2024 and also in the same EGM altered the Memorandum of Association by making necessary alteration and/or deletion as per the requirement of the Companies Act, 2013.

iv. APPOINTMENT OF BIGSHARE SERVICES PRIVATE LIMITED AS REGISTRAR AND TRANSFER AGENT (RTA):

The Company had initially appointed Skyline Financial Services Private Limited as its Registrar and Transfer

Agent (RTA) to handle the company's share registry, share transfers, and related functions. However, in the best interests of the company, after due consideration, the Board has identified Bigshare Services Private Limited as a suitable replacement to be appointed as the new RTA for the company, w.e.f from 11th September, 2024.

v. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the financial year under review, the Members of the Company accorded their consent to shift the Registered Office of the Company outside local limits of city, town or village but within the state of Maharashtra both under the jurisdiction of Office of the Registrar of Companies, Maharashtra at Mumbai, at a duly held Annual General Meeting held on 25th of July, 2024, from Flat No. 802, 8th Floor, Plot No. 350, Marvel Residency CHS Ltd, Nanda Patkar Road, Vile, Parle (E), Mumbai City, Mumbai, Maharashtra, India, 400057 to "Riaan Tower 10th Floor, Mangalwari Road, Sadar, Nagpur - 440001, Maharashtra, India,".

5. STATE OF THE COMPANY'S AFFAIRS:

During the financial year under review, the Board of Directors of the Company has explored to expand the existing activities through provision of additional facilities and all those includes not only services in relation to constructions of Residential & Commercial properties but also all such related activities which would otherwise support the existing activities. These activities are treated as an inter-connected activities in the present scenario. As such, the Board of Directors of the Company considers to enlarge the activities of the Company as prudent and favourable to the growth of the Company in view of those anticipated changes with an expected growth in the overall performance of the Company, the Board is of the opinion that the Company would be in need of more funds through infusion of capital or otherwise. To include all those enabling activities coupled with requirements due to changes in the applicable legislations like the Companies Act, 2013 read with the rules made there under, the of the Name Clause of Memorandum of Association was amended by the Shareholders (Members) of the Company at an Extraordinary General Meeting held on 12th June, 2024. However, the aforesaid change does not construe as any change in the nature of business activity of the Company.

6. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE BOARD'S REPORT:

During the financial year under review, there was no occasion whereby the Company has either revised or required to revise the Financial Statements or the Board's Report of the Company in respect of any of the three preceding financial years either voluntarily or pursuant to the order of any judicial authority. As such, no specific details are required to be given or provided.

7. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes have occurred since the closure of the financial year under review till the date of this report.

8. CHANGES IN CAPITAL AND DEBT STRUCTURE :

Changes in the capital structure of the company during the year under review:

i. Issue of Shares or Other Convertible Securities.

During the year under review, the Board of Directors of the Company, at their meeting held on March 28, 2025, approved the allotment of 43,00,200 equity shares of face value ^5/- each. These shares were issued pursuant to the Initial Public Offering ("IPO") of Active Infrastructures Limited (the "Company"), which was open for subscription from Friday, March 21,2025, to Tuesday, March 25, 2025.

The allotment was made to all applicants for the 43,00,200 equity shares, bearing distinctive numbers from 10,714,817 to 15,015,016 (both inclusive), in dematerialized form. The shares were issued at a price of ^181/-per equity share, which includes a share premium of ^176/- per share.

ii. Changes in Capital and Debt Structure:

Consequent to the aforesaid allotment, the issued, subscribed and paid up capital of the Company increased from Rs. 5,35,74,080.00/- (Five Crore Thirty-Five lakh Seventy-Four Thousand Eighty) comprising of 1,07,14,816 equity shares of Rs. 5/- each to Rs. 7,50,75,080.00/- (Seven Crore Fifty Lakh Seventy-Five

Thousand Eighty Rupees Only) comprising of 1,50,15,016 (One Crore Fifty Lacs Fifteen Thousand and Sixteen) equity shares of face value of Rs. 5/- each.

However, there was no change in the authorised share capital structure of the Company and accordingly the authorised share capital of the Company stood at Rs. 12,40,00,000/- divided into 2,48,00,000 Equity Shares of Rs. 5/- each as on 31st March, 2025.

iii. Issue of equity shares with differential rights:

During the financial year under review, the Company has not issued any Equity Shares with differential rights pursuant to the provisions of Section 43(a) (ii) of Companies Act, 2013 read with Rules made thereunder. Hence, the disclosures regarding this are not applicable.

iv. Issue of Sweat Equity Shares:

During the financial year under review, the Company has not issued any Sweat Equity Shares pursuant to the provisions of Section 54 of Companies Act, 2013 read with Rules made thereunder. Hence, the disclosures regarding this are not applicable.

v. Details of Employee Stock Options:

During the financial year under review, the Company has not issued any shares under the Employee's Stock Options Scheme pursuant to provisions of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014) hence, the disclosures regarding issue of employee stock options are not applicable.

vi. Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees:

During the financial year under review, the Company has not given loan to any employee for purchase of its own shares as per Section 67(3) (c) of Companies Act, 2013. Therefore, the disclosure as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

vii. Transfer to Investor Education And Protection Fund:

During the financial year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund.

viii. Issue Of Debentures, Bonds Or Any Non-Convertible Securities:

During the financial year under review, the Company has not issued any debentures, bonds or any nonconvertible securities pursuant to related provisions of Companies Act, 2013 read with Rules made thereunder. Hence, the disclosures regarding this are not applicable.

ix. Issue Of Warrants:

During the financial year under review, the Company has not issued any warrants pursuant to related to the provisions of Companies Act, 2013 read with Rules made thereunder. Hence, the disclosures regarding this are not applicable.

9. CREDIT RATING OF SECURITIES :

During the financial year under review the Company has not taken or issued any unsupported bank borrowings or plain vanilla bonds or any debt instruments and neither has obtained any credit rating from credit rating agencies.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year 2024-2025 under review, the Company has not given and/or extended any Loans to, Investments in, other bodies corporate nor given and/or extended guarantees or provided securities to other bodies corporate/s or persons covered under the provisions of Section 186 of the Companies Act, 2013 read with the Rules made there under. The Members are requested to refer the Note/s to the financial statements which forms the part of the Annual Report for detailed information.

11. DETAILS OF DEPOSITS:

During the financial year under review, the Company has neither invited, nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

As such, no specific details prescribed in Rule 8 (1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

12. CORPORATE GOVERNANCE:

The members may please note that the provisions relating to Corporate Governance i.e. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company and accordingly, the Company is not required to submit the Corporate Governance Report with this Annual Report. However, in the interest of maintaining high standards of transparency and good corporate governance practices, the Company has voluntarily included "Non-Mandatory Requirements" in this Annual Report as "Annexure-D".

13. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund.

14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations'), is presented in a separate section forming part of the Annual Report.

15. LISTING OF SHARES:

The Equity Shares of the Company remain proudly listed and actively traded on the esteemed NSE EMERGE platform, the SME segment of The National Stock Exchange of India Limited. Demonstrating our continued commitment to regulatory excellence and market transparency, the Company has duly paid the listing fees for the financial year 2024-2025.

16. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES /POLICIES:

Your Directors are pleased to report that your Company Complied with the:

1. Dividend Distribution Policy

https://shrinfcdn.s3.ap-south-1.amazonaws.com/activeinfra/pdf/code-policies/active-dividend-

distribution-policy.pdf

2. Code of Business Principles and Conduct;

3. Code of Prevention of Insider Trading in Global securities by the designated persons (insider) (as amended from time to time);

4. Code for Vigil Mechanism - Whistle Blower Policy;

5. Code for Independent Directors;

6. Corporate Social Responsibility Policy;

7. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

8. Policy for determining of 'material' Subsidiary (Regulation 16 of the SEBI (_LODR) Regulations, 2015);

9. Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

10. Policy for determination of materiality, based on specified criteria and accordingly, grant authorization for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015). The aforesaid code(s) and policy(ies) are posted and available on the Company's website https://activeinfra.in/.

17. MANAGEMENT:

• Directors And Key Managerial Personnel:

The composition of the Board of Directors of the Company as on 31^st March, 2025 is as follows:

The following changes have taken place in the composition of the Board of Directors of the Company, during the year under review:

*Mr. Nitesh Sanklecha (DIN: 03532145) was appointed as an Additional Director of the Company, with effect from 01st June, 2024, and later was appointed as the Managing Director of the Company, with effect from 12th June, 2024.

*Mr. Chandrakant Waikar (DIN: 09533456) was appointed as an Additional Director of the Company, with effect from 01st June, 2024, and later was regularized as the Director, with effect from 12th June, 2024.

*Mr. Gaurav Sharma (DIN: 01522240) was appointed as an Additional Director of the Company, with effect from 01st June, 2024, and later was regularized as the Independent Director for a term of three year, with effect from 12th June, 2024.

*Mr. Akshay Thakkar (DIN: 08912202) was appointed as an Additional Director of the Company, with effect from 01st June, 2024, and later was regularized as the Independent Director for a term of three year, with effect from 12th June, 2024.

* Mr. Gautam Jain (PAN: AOKPJ4286M) was appointed as the Chief Financial Officer (CFO) of the Company with effect from 02nd September, 2024.

* CS Aanchal Tembhre (ICSI Membership No: ACS A67916) holding the prescribed qualification under Section 2(24) of the Companies Act, 2013, was appointed as the Company Secretary and Compliance Officer of the Company with effect from 02nd September, 2024.

* Mr. Pravin Pohankar (DIN: 02775714) Director (Category - Non-Executive & Non-Independent) of the Company resigned from the Office of the Director of the Company vide his Letter of Resignation dated 02.09.2024 due to prior commitments.

The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013, ("Act") and the rules framed thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations') and other applicable laws inter alia with respect to appointment of women director, non-executive director(s) and independent director(s).

* Retirement by Rotation:

Pursuant to Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 {as amended), Mr. Nitesh Sanklecha (DIN 03532145), Managing Director of the company is liable to retire by rotation at the ensuing Eighteenth (18th) Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors of the Company recommends the appointment of Mr. Nitesh Sanklecha (DIN 03532145), Managing Director to the Shareholders for their consideration at the Eighteenth (18th) Annual General Meeting. The brief resume and other details relating to Mr. Nitesh Sanklecha (DIN 03532145), as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Eighteenth (18th) Annual General Meeting of the Company.

• Disqualifications of Directors:

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and further the company has obtained a certificate from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917, Peer Review Certificate No. 1838/2022), that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Board Meetings:

The Board of Directors of the Company duly met Seventeen (17) times during the financial year under review. The Maximum gap between any two Board Meetings was less than one hundred and twenty days.

The Board Meetings were held on: (1) 18th May, 2024 (2) 28th May, 2024 (3) 30th May, 2024 (4) 01st June, 2024 (5) 29th June, 2024 (6) 02nd July, 2024 (7) 08th August, 2024 (8) 02nd September, 2024 (9) 13th September, 2024 (10) 16th September, 2024 (11) 21st October, 2024 (12) 04th December, 2024 (13) 07th February, 2025 (14) 13th March, 2025 (15) 20th March, 2025 (16) 25th March, 2025 and (17) 26th March, 2025.

(Proper Notices were given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Attendance of the Board of Directors at the Board Meetings held for the financial year under review stood as follows:

• Independent Directors:

The Board has taken into consideration the attributes and qualifications of the Independent Directors provided in Section 149 of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, while appointing them as Directors of the Company.

The Independent Directors of Your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and have included their names in the databank of Independent Directors, as required under Rule 6 of the said Rules. The Independent Directors are also required to undertake online proficiency selfassessment test conducted by The Indian Institute of Corporate Affairs, Manesar ("IICA") within a period of 1 (One) year from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

• Statement on Declaration By Independent Director:

The Company has received the self-declaration/s from all the Independent Director/s of the Company, to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

• Re-appointment of Independent Director:

Ms. Asha Sampath (DIN: 02160962) was appointed as an Independent Director on 11th November, 2020 for a term of five consecutive years, which will conclude at the ensuing 18th Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee, and considering her performance, qualifications, and continued fulfilment of independence criteria, the Board has approved her re-appointment for a second fixed term of five consecutive years, to hold office from the conclusion of 18th Annual General Meeting to be held for the financial year ended 31st March, 2025 till the conclusion of 23rd Annual General Meeting to be held for the financial year ended 31st March, 2030, in accordance with applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Ms. Asha Sampath has confirmed her eligibility and willingness to continue as an Independent Director and has provided the requisite declaration of independence.

The Board recommends the re-appointment of Ms. Asha Sampath for a second fixed term of five consecutive years.

• Committee:

During the financial year under review, the Company has constituted the following Committee(s), namely:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Stakeholder Relationships Committee

e) Management Committee

• Audit Committee:

During the financial year under review, the Company, being a Listed Public Limited Company, was required to constitute an Audit Committee in accordance with the provisions of the Companies Act, 2013.

Accordingly, the below mentioned table represents the constitution of the Audit Committee-

• Nomination and Remuneration Committee:

During the financial year under review, the Company, being a Listed Public Limited Company, was required to constitute a Nomination and Remuneration Committee in accordance with the provisions of the Companies Act, 2013. The said committee shall be responsible for the identification and recommendation of Director's Appointment and their Remuneration. Accordingly, the below mentioned table represents the constitution of the Nomination and Remuneration Committee -

• Corporate Social Responsibility Committee-

During the financial year under review, the Company is required to constitute a Corporate Social Responsibility Committee under the provisions of the Companies Act, 2013. Accordingly, the below mentioned table represents the constitution of Corporate Social Responsibility Committee-

• Stakeholder's Relationship Committee-

During the financial year under review, the Company being a Listed Public Limited Company, is required to constitute a Stakeholder's Relationship Committee under the provisions of the Companies Act, 2013 which shall be responsible for resolving the grievances of the Security Holders. The below mentioned table represents the constitution of Stakeholder's Relationship Committee-

*For a comprehensive overview of the number of meetings held, attendance of members, and the detailed terms of reference of various Committees of the Board, shareholders are requested to refer to Annexure-D - Non-Mandatory Requirements, which forms an integral part of this Report. The said Annexure outlines the structure, scope, and functioning of the Committees beyond the mandatory requirements, reflecting the Company's commitment to enhanced governance practices.

• Others Management Mechanisms:

• Vigil Mechanism / Whistle Blower Mechanism:

In pursuance to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The detailed disclosure of the Vigil Mechanism policy are made available on the Company's website www.activeinfra.in.

• Risk Management:

Your Company has long been following the principle of risk minimization as is the norm in every industry. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

• Board Evaluation:

Pursuant to the provision of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board Committee. A structured questionnaire was prepared covering various aspects of the Board functioning such as execution and performance of specific duties, obligations and governance. The performance evaluation of the non- independent Directors was carried out by the independent Directors. The Directors expressed satisfaction with the evaluation process.

• Remuneration of directors and employees of listed companies:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of the Managing Director to the median remuneration of the employees of the Company for the financial year 2024-2025:

• Commission received by Directors / Managing Director / Whole-Time Director from Holding/ Subsidiary:

During the year under review, the Directors of the Company did not receive any Commission from its Holding company within the meaning of Section 2(46) or from its Subsidiary within the meaning of Section 2(87) of the Companies Act, 2013. Therefore, the disclosure under the provision of Section 197(14) of the Companies Act, 2013 read with Rules made thereunder, towards payment of any commission or remuneration from holding or subsidiary company are not required.

• Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) that in the preparation of the Annual Accounts for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18 INTERNAL FINANCIAL CONTROLS AND AUDIT:• Internal Financial Controls :

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure:

a. that all assets and resources are used efficiently and are adequately protected;

b. that all the internal policies and statutory guidelines are complied with; and

c. the accuracy and timing of financial reports and management information is maintained.

• Internal Auditor:

In compliance with Section 138 of the Companies Act, 2013, the Board, on the recommendation of the Audit Committee, has appointed M/s. Deshpande Bhalerao and Pashine, Chartered Accountants (FRN: 139844W), as the Internal Auditor of the Company for the financial year 2025-26. The firm has confirmed its consent and eligibility for the said appointment.

• Statutory Auditors And Their Report:

• P N Gupta, Proprietor, Chartered Accountant in Practice, Nagpur (Mem. No. 044161) was appointed as the Statutory Auditor of the Company and was liable to hold office until the Financial Year ended 31st March, 2025.

• However, as an essential requirement for an IPO, the Company was required to appoint a Peer Reviewed Firm as its Statutory Auditors. Consequently, during the year under review, P N Gupta, stepped down from the office of the Statutory Auditor of the Company w.e.f 21st November, 2024.

• Further, M/s V.S. Jakhotiya & Co., a Peer Reviewed Chartered Accountant Firm, (FRN- 118139W) was appointed on 05th December, 2024 at a duly convened Extra Ordinary General Meeting, to fill the casual vacancy caused by the stepping down of P N Gupta, Proprietor-Chartered Accountant in Practice, and were required to hold office until the conclusion of the ensuing Annual General Meeting.

• Further, V.S. Jakhotiya & Co., Chartered Accountants, (FRN. 118139W) has provided their inability to be appointed as Statutory Auditors for further periods due to preoccupancy.

• In view of the same, the Board of Directors, based on the recommendations of the Audit Committee, has recommended the appointment of M/s. V. K. Surana & Co., Chartered Accountants (Firm Registration No. 110634W), Nagpur, as Statutory Auditors of the Company for first fixed term of five years i.e. from the conclusion of 18th Annual General Meeting up to the conclusion of the 23 rd Annual General Meeting to be held for the financial year ending 31st March, 2030 on such remuneration as may be agreed upon between the auditors and the Board of Directors of the Company.

• The proposed Statutory Auditor have furnished Certificates of their Consent, qualification and eligibility of their appointment including reappointment under Section 139, 141 and 142 of the Companies Act, 2013 read with Rules and Regulations made thereunder.

The Board recommends the appointment of M/s V. K. Surana & Co., for a period of five years i.e. from the conclusion of 18th Annual General Meeting up to the conclusion of the 23 rd Annual General Meeting to be held for the financial year ending 31st March, 2030.

• Statutory Auditor's Qualifications:

The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

During the financial year 2024-25 under review:

a) There is no fraud occurred, noticed and/or reported by the Statutory Auditor under Section 143(12) (of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 (as amended).

b) The observations made by the Statutory Auditors on the financial statements for the financial year 2023-24 under review including the affairs of the Company are self-explanatory and do not contain any qualification reservation adverse remarks or disclaimer thereof. As such, no specific information details or explanations required to be given or provided by the Board of Directors of the Company.

• Secretarial Auditors and Secretarial Audit Report:

During the financial year 2024-2025 under review, the Company being a Public Listed Entity, was required to obtain Secretarial Audit Report from a Company Secretary in Practice as per Section 204 of the Companies Act 2013. Accordingly, CS Riddhita Agrawal, (ICSI Membership No: FCS 10054) holding the prescribed qualification under Section 2(24) of the Companies Act, 2013, was appointed as the Secretarial Auditor of the Company.

The Secretarial Audit Report in Form MR-3 confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances and is attached herewith as an "Annexure - A" and forms part and parcel of the Board's Report.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, and in compliance with the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), the appointment, re-appointment, or continuation of the Secretarial Auditor of the Company with effect from April 1, 2025, shall be in accordance with the revised regulatory framework. The said circular further mandates that the tenure of appointment of the Secretarial Auditor shall not be for a period less than five years.

In accordance with the above requirements, the Company approached Ms. Riddhita Agrawal, Practising Company Secretary, who has conveyed her consent and confirmed her eligibility to be appointed as the Secretarial Auditor of the Company. Based on the recommendation of the Audit Committee, the Board of Directors recommends the appointment of Ms. Riddhita Agrawal for a continuous term of five (5) financial years commencing from FY 2025-26 to FY 2029-30.

The said appointment is subject to the approval of the members at the ensuing 18th Annual General Meeting.

• Secretarial Auditor's Qualifications:

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks made by the Secretarial Auditor in her report and as such do not call for any explanations.

• Cost Record / Audit:

During the financial year under review, the Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records / audit and appointment of Cost Auditor are not applicable to the Company.

19 SOCIAL RESPONSIBILITY AND SUSTAIN ABILITY:

• Corporate Social Responsibility (CSR):

During the financial year (2024-2025) we have contributed Rs. 16.00 Lakhs towards Corporate Responsibility (CSR) and the budget for CSR to be spent is in line with the provisions under the Companies Act, 2013 and the allocated budget has been approved by the CSR committee. The CSR Policy is available on the Company's website: www.activeinfra.in. The detailed Annual report on Corporate Social Responsibility forms as a part of the Board Report as "Annexure-B".

• Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

The details of conservation of energy, technology absorption and foreign exchange earnings / outgo are furnished in "Annexure - C", attached to this report.

20. DISCLOSURES :

• Disclosures Related To Subsidiary, Associate And Joint Venture Companies:

The Company has one Holding Company, multiple Subsidiaries (including a Wholly Owned Subsidiary and other majority-held entities), and two Associate entities. These entities play a significant role in the Company's strategic growth, operations, and investment structure. The nature of relationship, Corporate Identification Numbers (CINs/LLPINs), and the percentage of holding are provided in the table below.

* Note:

The Board of Directors of your Company at its meeting held on 23rd May, 2025, approved the Audited Consolidated Financial Statements for the FY 2024 - 2025 which includes financial information of its Associate & Subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2024-2025, have been prepared in compliance with applicable Indian Accounting Standards and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement. A report on the performance and financial position of Associate and Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 as "Annexure-E" is annexed as part and parcel of the Annual Report.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting ('AGM') as required under Section 136 of the Companies Act, 2013.

• Particulars of contracts or arrangements with Related Parties under section 188 of the Companies Act, 2013:

The details of contracts or arrangements or transactions at arm's length basis for the Financial Year 2024-25 in the prescribed Form No. AOC - 2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are given in the "Annexure -F", which forms part and parcel of the Board's Report.

The Company in terms of Regulation 23 of the Listing Regulations shall submit on the date of declaration of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. Your Company's Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company's website i.e www.activeinfra.in. ___

• Material Orders Passed By Judicial Bodies / Regulators

During the financial year under review, no significant and material orders passed by any of the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

• Compliance With Secretarial Standards:

During the financial year 2024-2025 under review, the Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) & on Dividend (SS-3). Further, the Company has to the extent voluntarily adopted for the compliance of Secretarial Standard (SS-4) on report of the Board of Directors for the financial year ended on 31st March, 2025.

• Corporate Insolvency Resolution Process initiated under the Insolvency And Bankruptcy Code, 2016 (IBC):

The above-mentioned clause is not applicable to the Company, as no Corporate Insolvency Process was initiated under the Insolvency and Bankruptcy Code, 2016.

• Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

The above-mentioned clause is not applicable to the Company, as there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

• Extract of Annual Return:

In terms of the requirements of Section 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the copy of the Annual Return in prescribed format is available on the website of the Company https://activeinfra.in/

21. OTHER DISCLOSURES:• Industrial Relations:

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs / Teacher training workshops to upgrade skills of managers / Faculties. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization. The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company's growth and sustainability in the future.

• Health And Safety:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments. Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

• Sexual Harassment Of Women At The Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc) are covered under this Policy. During the year 2024- 2025, the Company has not received any complaint of sexual harassment. Detailed information in this regard is provided in Annexure-D forming part of this Report. The said Policy is also available on the website of the Company at www.activeinfra.in.

• Maternity Benefit Compliance

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to redress complaints relating to sexual harassment, thereby ensuring a safe, secure, and enabling work environment for all women employees.

• Companies which have ceased to be Subsidiaries, Associates and Joint Ventures:

During the financial year 2024-2025 under review, none of the Companies has ceased to be subsidiaries, associates and joint ventures. During the financial year 2024-2025 ended 31st March, 2025, the Company has a material unlisted Subsidiary Company as defined in Regulation 16(1)(c) of the Listing Regulations viz. Digvijay Shradha Infrastructure Private Limited . The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company's website at www.activeinfra.in.

22. ACKNOWLEDGMENTS:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment.

ENCLOSURES:

"Annexure - A" : Secretarial Audit Report in form no. MR-3 for the financial year ended on 31st March, 2025 "Annexure - B" : Annual Report on Corporate Social Responsibility (CSR) Activities with details of expenditures. "Annexure -C" : Report on Energy Conservation, Technology Absorption & Foreign Exchange Earnings/Outgo "Annexure - D" : Non-Mandatory Disclosures

"Annexure - E" : Statement containing salient features of Financial Statements of Subsidiaries, Associate and Joint Venture Companies pursuant to Section 129(3) of the Companies Act, 2013 in Form No. AOC-1

"Annexure - F" : Particulars of prescribed contracts / arrangements with related parties in Form AOC-2