DIRECTORS' REPORT

Your directors have pleasure in presenting the 17^th Directors' Report and Financial Statements for the Financial Year ended March 31, 2025.

PERFORMANCE REVIEW:Operation

During the year under review, AKANKSHA Power and Infrastructure Ltd. (APIL) achieved its highest-ever sales and service revenue, reaching ^7,874.41 Lakhs, a substantial increase from ^5,653.13 Lakhs in the previous fiscal year. This milestone reflects APIL's continued momentum, operational excellence, and growing market trust across its core segments.

Financial Performance Overview:

During the year under review, AKANKSHA Power and Infrastructure Ltd. (APIL) delivered exceptional operating results, fully aligned with its strategic business plan focused on revenue growth and volume expansion. The Company achieved its highest-ever sales revenue and profitability, marking a historic milestone in its journey.

Despite a challenging macroeconomic environment, including volatile raw material prices, APIL demonstrated remarkable resilience—reporting record growth in revenue, EBITDA, and Profit After Tax (PAT).

Business Environment:

India's macroeconomic fundamentals continue to inspire investor confidence. With GDP growth projected at 6.2% for FY26, the economy is well-positioned for sustained expansion. This outlook is reinforced by:

Strong domestic demand

Structural reforms in taxation, manufacturing, and energy Continued fiscal support through capital expenditure

Looking ahead, the outlook for the Indian power sector remains promising and transformative. Smart metering and PQS, segment presents a compelling opportunity. Government-led initiatives such as Make in India, PLI schemes, and Revamped Distribution Sector Scheme (RDSS) are accelerating digital transformation across utilities. The push for grid modernization, loss reduction, and consumer empowerment is driving demand for:

Market momentum for the company remains robust, supported by a healthy and growing enquiry pipeline across its addressable segments. The Company does not anticipate any slowdown in capital expenditure (CAPEX) activity within its target markets, which continues to fuel demand for its solutions. Further, the current government's policies & reform programs for creation of renewable energy infrastructure will boost the segment.

Strategic Diversification into Renewable Energy

In line with its vision to capitalize on rising demand and leverage advanced technologies, AKANKSHA Power and Infrastructure Ltd. (APIL) has strategically diversified into the renewable energy sector during FY 2025-26. As part of this expansion, the Company has successfully signed a 11.77 MW AC solar Power Purchase Agreement (PPA) with GRIDCO, the Government of Odisha's power entity.

To further align its solutions with the requirements of the renewable segment, company has developed a Double-Break Vacuum Contactor (VC), specifically designed for switching capacitor banks at the 33 kV system level, in full compliance with Central Electricity Authority (CEA) guidelines.

Strategic Acquisition and Commercialization Timeline

All formalities related to the acquisition of TDK's Power Quality Solutions (PQS) division have been successfully completed. The associated plant and machinery have been relocated and are currently under commissioning at

APIL's designated facility.

This new business line is expected to be commercially operational by October 2025, with revenue recognition anticipated in the last quarter of FY 2025-26. The acquisition marks a significant milestone in APIL's growth strategy, enhancing its technological depth and expanding its manufacturing footprint in the PQS segment.

Change in the nature of business, IF ANY:

There is no change in business during the financial year 2024-25.

DIVIDEND

The Board does not recommend any dividend for FY 2024-25.

SHARE CAPITAL

The authorized share capital of the company is Rs. 26,00,00,000 divided into 2,60,00,000/- (Two Crore Sixty lakh) equity shares having face value of Rs. 10/- (Rupees Ten Only).

The paid-up equity share capital of the Company has increased to Rs. 19,580,5200/- consisting of 19,580,520 equity shares of Rs.10/- each (Rupee Ten only). During FY 2024-25 pursuant to preferential issue of 1062000 equity shares having face value of Rs. 10/- each issued at a premium of Rs. 134/- per share (Rupees One hundred Thirty-Four only) paid up capital of the Company increased from 1,85,185,200 divided into 18518520 equity shares to 1,95,805,200 divided into 19580520 equity shares having a face value of Rs. 10/- each (Rupees Ten only).

ISSUE OF SHARES DURING THE FINANCIAL YEAR

During the year company was come up with preferential issue of 1062000 equity shares and the allotment has made on January 17, 2025 and 1062000 equity shares are got listed on National Stock Exchange of India on February 27, 2025.

During the year Company also allotted 385000 equity warrants on January 31, 2025 at a price of Rs. 144/-(Rupees One hundred Forty-Four only) Warrant.

LISTING INFORMATION

The equity shares of the Company are listed on the National Stock Exchange. The listing fees for the year 2025-26 have been paid to NSE.

TRANSFER TO RESERVES

The Company was transferred profits of the Company to General Reserves as follows:

Material changes affecting the financial position of the company:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

During the year 2024-25 no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Details of subsidiary/joint ventures/associate companies:

Owing to expand to renewable energy segment, during this FY 2025-26, the company purchases majority stake (55%) stake of M/s FAMOUS Power Ltd., M/s Famous Power Ltd (FPL) has its present over north-eastern region, engaged into turnkey solar projects, on-Grid / off-Grid, Roof-TOP etc. FPL is having 11.77 MW PPA with GIDCO, also having 7 Wind Research Wind Research Analysis (WRA). https://www.apil-fpl.com.

Statutory Auditors:

M/s. Dilip & Prithvi, Chartered Accountants, an Auditors firm was appointed as Statutory Auditors of the Company, for the second term till March 31, 2025 at the Annual General Meeting held on September 29, 2024. As per rule 6(3) of the Companies (Audit and Auditors) Rules, 2014, they are eligible to continue as the statutory auditors. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any disqualification, reservation, adverse remark or disclaimer.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with rules made thereunder, the Board of Directors was appointed M/s. Shobha Ambure & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure III.

The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

Risk management policy and internal finance control adequacy:

The Company has instituted a comprehensive mechanism to identify, assess, monitor, and mitigate risks that could impact the achievement of its strategic objectives. The Company has developed and implemented a Risk Management Policy that proactively evaluates both business risks and emerging opportunities, fostering informed decision-making and strategic agility. This framework is designed to promote transparency, minimize adverse impacts, and enhance competitive advantage across all operational domains.

In parallel, APIL maintains internal control systems that are fully commensurate with the nature, scale, and complexity of its business operations. These controls are routinely tested and certified by both Statutory and Internal Auditors,

ensuring compliance, reliability, and continuous improvement in governance practices.

Directors and key managerial personnel:

There is no change in Directors and Key Managerial Personnel of the Company, during the year 2024-25.

Retirement by rotation and subsequent re-appointment:

Shri Bipin B Dasmohapatra (DIN: 01844092), Managing Director of the Company is liable to retire by rotation at this 17^th AGM, pursuant to section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and being eligible, has offered himself for re-appointment. Appropriate resolution for his reappointment is being made for the approval of shareholders of the Company at this AGM.

Director's responsibility statement:

In terms of Section 134(3) (c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:

(a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies 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 at the end of the financial year March 31, 2025 and of the profit of the Company for that period;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The financial statements are made on a going-concern basis.

(e) that internal financial controls to be followed by the Company have been laid down and that such internal

financial controls are adequate and are operating effectively, and

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such

systems are adequate and operating effectively.

Independent directors:

The Independent Directors hold office for a fixed term and are not liable to retire by rotation. Each Independent Director has given written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also submitted a declaration that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations.

BOARD COMMITTEES

During the Financial Year under review, the Board had following Committees:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

The board decides the terms of reference of these committees and assignment of its members thereof.

Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013:

The Company has upheld a strong commitment to workplace dignity and safety through its Anti-Sexual Harassment Policy, fully aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the associated rules. An Internal Complaints Committee (ICC) has been constituted to address and resolve any grievances related to sexual harassment. The policy applies to all employees, including permanent, contractual, temporary, and trainees, ensuring a safe and inclusive environment across the organization. During the year under review, no complaints were reported to the Board, reflecting APIL's proactive culture of respect, awareness, and accountability.

Audit committee:

The Company has an Audit Committee pursuant to the requirements of the Act read with the Rules framed thereunder and LODR. Powers and role of the Audit Committee are included in Corporate Governance Report forming part of this report.

Composition, meetings and attendance

The Audit Committee of your Company has been constituted as per the requirements of Section 177 of the Companies Act, 2013 and SEBI Listing Regulations. The Chairman of the Audit Committee is an Independent Director and Two-Thirds of the members of the Audit Committee are Independent Directors. During the Financial Year 2024-25, the Committee met 5 times.

The Company Secretary of the Company acted as the Secretary to the Committee.

Terms of Reference:

The broad terms of reference of the Audit Committee include the following as has been mandated in Section 177 of the Companies Act, 2013 and SEBI Listing Regulations:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the board's report in terms of Clause (c) of Sub-Section 3 of Section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses/application of fund raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/draft prospectus/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this regard.

7. Review and monitor the auditor's independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management system;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and Directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditors and review of the financial statements before submission to the board;

20. Approval of appointment of CFO (i.e. the whole-time Chief Financial Officer) or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors;

22. Consider and comment on rational, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and/or is mandated by the board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial information and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

c. management Letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

B) Stakeholders Relationship CommitteeComposition, Meetings and attendance

The Stakeholder's Relationship Committee of your Company has been constituted as per the requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The Chairman of the Committee is an Independent Director. During the Financial Year 2024-25, the Committee met once.

The Company Secretary of the Company acted as the Secretary to the Committee

Terms of Reference

The terms of reference of the Stakeholders Relationship Committee includes the matters specified under Regulation 20 of SEBI Listing Regulations, 2015 as well as Section 178 of the Companies Act, 2013.

i. Consider and resolve grievance of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

ii. Review of measures taken for effective exercise of voting rights by shareholders.

iii. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by Registrar and Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

v. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

vi. To handle the grievance of the stakeholders in connection with the allotment and listing of shares;

vii. Ensure proper and timely attendance and redressal of investor queries and grievance;

viii. Carrying out any other functions contained in the Companies Act, 2013 and/or other documents (if applicable), as and when amended from time to time; and

ix. To approve, register, refuse to register transfer or transmission of shares and other securities;

x. To review, approve or reject the request for split, sub-divide, consolidate, renewal and or replace any shares or other securities certificate(s) of the Company;

xi. To authorize affixation of common seal of the Company;

xii. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

xiii. To approve the transmission of shares or other securities arising as a result of death of the sole/any join shareholders;

xiv. To dematerialize the issued shares;

xv. To do all other acts and deeds as may be necessary or incidental to the above;

xvi. To perform such functions as may be delegated by the Board and to further delegate all or any of its power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s); and

xvii. Such terms of reference as may be prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

The stakeholder Relationship Committee is required to meet at least once a year.

C) Nomination and Remuneration CommitteeComposition

The Nomination and Remuneration Committee of your Company has been constituted as per the

requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The Chairman of

the Committee is an Independent Director. During the year 2024-25, the Committee met once.

The Company Secretary of the Company has acted as the Secretary to the Committee.

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee includes the matters specified

under Regulation 19 SEBI Listing Regulations, 2015 as well as Section 178 of the Companies Act, 2013.

Role of committee shall, inter-alia, include the following:

i. formulation of the criteria for determining qualifications, positive attributes and independence of a directors and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

ii. for the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of external agencies, if required:

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

consider the time commitments of the candidates.

iii. formulation of criteria for evaluation of the performance of independent directors and the Board;

iv. devising a policy on diversity of our Board;

v. identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every director's performance;

vi. determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

vii. recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;

viii. recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

ix. recommending to the Board, all remuneration, in whatever from, payable to senior management;

x. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended.

xi. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

xii. analyzing, monitoring and reviewing various human resource and compensation matters;

xiii. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

xiv. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended;

or

b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market)

Regulations, 2003, as amended;

xv. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations Companies Act, each as amended or other applicable law.

The Nomination and Remuneration Committee is required to meet at least once a year.

Remuneration Policy

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The Company endeavors to attract, retain, develop and motivate the high-caliber executives and to incentivize them to develop and implement the Companies Strategy, thereby enhancing the business value and maintain a high-performance workforce. The policy ensures that the level and composition of remuneration of the directors is optimum.

DISCLOSURE IN DIRECTOR'S REPORT UNDER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)

RULES, 2014.

A. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for

B. Percentage increase in the median remuneration of all employees in FY 2024-25:

The percentage increase in the median remuneration of employees in the financial year (i.e., increase in the financial year 2024-25 compared to financial year 2023-24) is due to increase in operating Manpower. Hence the total salary amount increased by 50.78 %. Where this impact is due to increase in salary this is 3.23% in total.

C. Number of permanent employees on the rolls of the Company as on March 31, 2025:

During this Financial year under consideration, the company was given one more area of operation (under Distribution Management) for which there is a spike in Manpower cost as well the number of employees. This operation area is under rotated every three years; Hence, all the employees are temporary in nature. There were 966 employees on the rolls of the Company as on March 31, 2025.

PARTICULRS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient are given in the respective notes to the standalone financial statements of the Company forming part of the annual report. The Company is holding certain strategic investments generally long-term in nature and the Board may evaluate further opportunities in this regard with a view to enhance value for the stakeholders of the Company.

DEPOSITS

During FY 2024-25, the Company has not accepted deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014. As such no amount of deposit or interest thereon is outstanding as on March 31, 2025.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the boards functioning such as composition of the board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the applicable provisions of the Act, the accounting standard on consolidated financial statements and the SEBI Listing Regulations, the audited consolidated financial statements are provided in the annual report. The consolidated revenue stood at Rs. 7,874.41 lakhs against the consolidated net profit of Rs. 438.06 lakhs in FY 2024-25.

In compliance with the provisions of Section 136 of the Act, the financial statements of the subsidiary of the Company are kept for inspection by the members at the registered office of the Company. The Company shall provide free of cost the copy of the financial statements of its subsidiary/associate companies to the members upon their request. The statements are also available on the website of the Company.

CONTRACTS ARRANGEMENTS WITH RELATED PARTIES

All related party transactions in FY 2024-25 were in the ordinary course of business and at arm's length basis. All these transactions were approved by the audit committee. There were no materially significant related party transactions that may have potential conflict with the interests of the Company at large. The details of the related party transactions are given in the respective notes to the standalone and Consolidated financial statements of the Company, which sets out related party disclosures.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the website of the Company at https://apil.co.in/public/download/1711973415 6ae768619738723a1666.pdf."

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company for FY 2024-25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, the management discussion and analysis report for the year under review is annexed as 'Annexure-II' to this report.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel have affirmed compliance with the Company's code of conduct for directors and senior management on an annual basis. The code of conduct is also placed on the website of the Company at https://apil.co.in/public/download/1711953232 6a0e7bceeb14d0815c42.pdf".

WHISTLE BLOWER POLICY AND VIGILANCE MECHANISM

As required by Section 177(9) of the Act, the Company's whistleblower policy and vigil mechanism set up a formal vigil procedure for directors and employees to report genuine concern of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The audit committee periodically evaluates

the vigil mechanism's existence and performance. The aforementioned policy and mechanism have been effectively communicated across all sections within the Company. The whistleblower policy and vigil mechanism have also been posted on the Company's internal HR management system as well as on the website of the Company at

"https://apil.co.in/public/download/1711973520 ba1db6e02313c6081079.pdf."

PREVENTION OF INSIDER TRADING PRACTICES

In accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended ("SEBI PIT Regulations"), the Company has adopted 'code of conduct for regulating monitoring and reporting of trading by designated persons and their immediate relatives', 'code of practices and procedures for fair disclosure of unpublished price sensitive information' and 'policy for procedure of inquiry in case of leak of unpublished price sensitive information'. The aforementioned codes prohibit procuring, communicating, providing or allowing access to unpublished price sensitive information except where such communication is in furtherance of legitimate purposes performance of duties or discharge of legal obligations. The aforementioned codes/guidelines also forbid insiders from trading in securities when they have access to sensitive price information that has not yet been published and when the trading window is closed. However, an insider is entitled to formulate a trading plan for dealing in securities of the Company and submit the same to the compliance officer for approval and public disclosure. In light of the aforementioned, the Company has established an adequate and effective system of internal controls to ensure compliance with the requirements of SEBI PIT Regulations.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the annual return of the Company as on March 31, 2025 will be made available on the Company's website and can be accessed at

https://apil.co.in/invester relations".

Board of Directors

Pursuant to Section 152 of Companies Act, 2013, Mr. Bipin Bihari Dasmohapatra, shall retire by rotation at this Annual General Meeting being eligible offers himself for re-appointment for directorship of the Company.

1. Mr. Manayil Madathil Babunarayanan, Non-Executive, Independent Director having DIN: 10087775.

2. Mr. Rabi Narayan Bastia, Chairman, Non-Executive, Independent Director having DIN: 05233577.

3. Mr. Bipin Bihari Dasmohapatra, Managing Director having DIN: 01844092.

4. Mrs. Chaitali Bipin Dasmohapatra, Director & CFO having DIN: 07206677.

5. Mr. Gunasekaran Suresh Kumar, Non-Executive Director having DIN: 10427397.

The requisite particulars in respect of Directors seeking appointment/re-appointment are given in Notice convening the Annual General meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

POLICIES

The updated policies adopted by the Company as per statutory and governance requirements and are uploaded to the website of the Company at www.apil.co.in.

DETAILS OF RELATED PARTY TRANSACTIONS PURSUNAT TO SECTION 188(1) OF THE COMPANIES ACT, 2013.

Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on arm's length basis. Accordingly, information in form AOC-2 is annexed as Annexure I.

All related party transactions are placed before the Audit Committee and the board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given as per requirements of AS 18.

INTERNAL AUDITORS

In terms of the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. J P R S & Co., Chartered Accountants, Nashik having Firm Registration No. 137554W, as Internal Auditors for FY 2024-25.

CORPORATE GOVERNANCE REPORT

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 ("LODR") the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors, viz., statutory auditors, Internal auditors, and secretarial auditors, have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employee, the details of which would need to be mentioned in the Board's report.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported properly.

The effectiveness of internal financial control is reviewed through the Internal audit process. Reports of internal auditors are reviewed by Audit Committee of the Company and desired actions are initiated to strengthen the control and effectiveness of the systems.

Appreciation and acknowledgement:

The Board of Directors of AKANKSHA Power and Infrastructure Ltd. (APIL) wishes to place on record its sincere appreciation for the continued support and cooperation extended throughout the year by the Company's valued customers, business associates, vendors, bankers, investors, government authorities, and all other stakeholders.

Their unwavering trust and partnership have been instrumental in APIL's sustained growth, operational excellence, and strategic achievements.

The Board of Directors also extends its deep appreciation to all employees of the company for their dedicated efforts, resilience, and unwavering commitment throughout the year. Their contributions have been instrumental in driving the Company's growth, innovation, and operational excellence. It is through the collective strength and spirit of the APIL team that the Company continues to achieve new milestones and uphold its reputation as a trusted industry leader.