Active Infrastructure Ltd Directors Report

To

The Board of Directors of Active Infrastructures Limited ("the Company" or "ACTIVE") have pleasure in presenting the Nineteenth (19 th ) Annual Report of the Company covering the highlights of the finances, business, and operations of your Company. Also included herein are the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Ind AS accounting standards, for the financial year ended March 31,2026.

1. PERFORMANCE REVIEW AND THE STATE OF COMPANYS AFFAIRS :

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

The Financial performance of the Company for the year ended 31 st March, 2026 is summarized below:

(Amount in Lakhs Except EPS)

PARTICULARS	Standalone		Consolidated
	Current Financial Year 2025-26	Previous Financial Year 2024-25	Current Financial Year 2025-26	Previous Financial Year 2024-25
Revenue from Operations	4182.67	3607.02	9656.65	8975.74
Other Income	314.11	56.08	498.49	74.14
Total Revenue	4496.77	3663.10	10155.14	9049.88
Total Expenditure	3152.67	2911.40	8683.30	7305.99
Profit / (Loss) Before Tax (PBIT)	1344.11	751.70	1471.84	1743.88
Tax Expenses	333.75	182.96	443.44	434.69
Profit / (Loss) After Tax (PAT)	1010.36	568.74	1028.41	1309.19
Earnings Per Share
Basic	6.73	3.79	6.81	6.32
Diluted	6.73	3.79	6.81	6.32

a. FINANCIAL PERFORMANCE :

(i) Standalone Financial Highlights:

During the financial year 2025-26, the Company recorded a Standalone Revenue from Operations of ^4,182.67 lakhs as against ^3,607.02 lakhs in the previous financial year, reflecting an increase of approximately 15.95%. The total revenue increased to ^4,496.77 lakhs from ^3,663.10 lakhs, mainly supported by growth in operational revenue and improvement in other income.

The Standalone Profit Before Tax (PBT) increased significantly to ^1,344.11 lakhs from ^751.70 lakhs in the previous year, registering a growth of approximately 78.81%. After considering tax expenses of ^333.75 lakhs, the Company reported a Standalone Profit After Tax of ^1,010.36 lakhs, compared to ^568.74 lakhs in FY 202425, representing a growth of approximately 77.71%.

On a consolidated basis, the Company achieved Revenue from Operations of ^9,656.65 lakhs during FY 2025-26 as against ^8,975.74 lakhs in FY 2024-25. The Total Revenue increased to ^10,155.14 lakhs from ^9,049.88 lakhs.

ii) Consolidated Financial Highlights :

The Consolidated Profit Before Tax stood at ^1,471.84 lakhs compared to ^1,743.88 lakhs in the previous year. After accounting for tax expenses, the Consolidated Profit After Tax was ^1,028.41 lakhs as against ^1,309.19 lakhs in FY 2024-25.

The Basic and Diluted Earnings Per Share (EPS) on standalone basis improved from ^3.79 per share in FY 2024-25 to ^6.73 per share in FY 2025-26, reflecting improved profitability at standalone level. The consolidated Basic and Diluted EPS stood at ^6.81 per share as compared to ^6.32 per share in the previous financial year.

Overall, the Company demonstrated strong standalone performance during FY 2025-26 with improved revenue generation and profitability, while consolidated performance remained stable considering the overall business environment and operational factors affecting the Group.

b) Transfer to Reserves :

The opening balance as on 01st April, 2025 of Reserves & Surplus Account stood at Rs.9,888.68/-. After making adjustments and appropriations, the closing balance of Reserves & Surplus Account as on 31st March 2026 stood at Rs.10,746.11/-. The Members are advised to refer the Note No. 15 "Other Equity" as given in the financial statements which forms the part of the Annual Report.

c) Return to Investors (Dividend) :-

Your Company continues to be on the path of profitable growth. The Companys cash flow and financial position continue to be strong. Considering the cash requirement for business growth and debt servicing, the Board believe that a steady dividend payout will best serve the interests of the Company and of the shareholders especially those dependent on regular income. Your Directors recommended a final dividend @10% (Ten percent) i.e. Re. 0.50/- (Rupee Fifty Paisa Only) per equity share of Rs. 5/- (Rupees Five Only) each appropriated from the profits of the year 2025 - 2026 and past year accumulated surplus of the Company, subject to the approval of the shareholders (members) at the ensuing Nineteenth (19th) Annual General Meeting of the Company and will be paid to those Members whose name appear on the Register of Member on Friday, 21st August, 2026. The payment of dividend is in line with the provisions of the Companies Act, 2013. Our Company has formal dividend distribution policy and the said dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India and the Policy is available on the Companys website https://activeinfra.in/ and can be accessed at: https://activeinfra.in/investor-info.

2. MAJOR EVENTS OCCURRED DURING THE YEAR :

There were no material changes or commitments affecting the financial position of the Company, nor were there any major events or significant developments that occurred during the financial year under review, except those disclosed elsewhere in this Report

3. STATE OF THE COMPANYS AFFAIRS:

During the financial year 2025-26 under review, there are no major events occurred, affecting the state of affairs of the company that include segment-wise position of business and its operations, status, key business developments, financial year, capital expenditure programs, status related to acquisition, merger, expansion, modernization, diversification, acquisition and assignment of material Intellectual Property Rights or any other material event having an impact on the affairs of the company.

4. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE BOARDS 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 Boards 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.

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

A) Variation in the Objects of the Issue Relating to Initial Public Offering (IPO)

Pursuant to the provisions of Section 13(8) and Section 27 of the Companies Act, 2013 read with the applicable rules made thereunder, Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, the Members of the Company through Postal Ballot dated 13th July, 2026 approved by way of Special Resolution, the variation in the utilisation of the proceeds raised through the Initial Public Offer (IPO) of the Company

The Members approved the reallocation of Rs. 15.22 Crores out of the unutilised IPO proceeds of Rs. 16.48 Crores (as on March 31, 2026), whereby Rs. 8.17 Crores was reallocated towards funding the working capital requirements of the Company and Rs. 7.05 Crores was reallocated towards providing a loan to Achievers Ventures Private Limited, the Companys wholly owned subsidiary, for onward investment by way of loan in Raghukul Shradha Realty LLP, a step-down subsidiary of the Company, for its business and project requirements. The balance unutilised IPO proceeds shall continue to be utilised in accordance with the objects stated in the Prospectus and applicable laws.

B) Approval under Section 186 of the Companies Act, 2013

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and other applicable provisions, the Members of the Company through Postal Ballot dated 13th July, 2026. approved, by way of Special Resolution, the authority to the Board of Directors to make loans, provide guarantees or securities and make investments, from time to time, in one or more tranches, up to an aggregate outstanding limit of Rs. 200.00 Crores, notwithstanding that such transactions may exceed the limits prescribed under Section 186 of the Companies Act, 2013.

The said approval enables the Board to undertake such loans, guarantees, securities and investments as may be considered necessary and in the best interests of the Company, subject to compliance with the applicable provisions of the Companies Act, 2013 and other applicable laws.

C) Approval of Related Party Transaction

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 2(1)(zc), 23 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company, through Postal Ballot dated 13th July, 2026 approved, by way of Ordinary Resolution, the related party transaction(s)/arrangement(s) between Achievers Ventures Private Limited, a wholly owned subsidiary of the Company, and Raghukul Shradha Realty LLP, a step-down subsidiary of the Company, on the terms and conditions set out in the Explanatory Statement annexed to the Notice convening the said General Meeting.

The aforesaid approval enables the Company and its subsidiary to undertake the approved related party transaction(s) in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companys Policy on Related Party Transactions.

D) Enhancement of Limits for Related Party Transactions

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 2(1)(zc), 23 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company, through Postal Ballot dated 13th July, 2026. approved, by way of Ordinary Resolution, the enhancement in the limits of related party transaction(s) between the Company and its wholly owned subsidiary, Achievers Ventures Private Limited.

The Members approved the enhancement of the existing limit for related party transactions from Rs. 5,000 Lakhs to Rs. 10,000 Lakhs for the remaining approved tenure up to FY 2029-30. The aforesaid approval enables the Company to continue entering into related party transaction(s) with its wholly owned subsidiary within the enhanced limits, in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Companys Policy on Related Party Transactions.

6. 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.

ii. During the year under review, the Company has not issued any equity shares or other convertible securities. There was no change in the paid-up share capital of the Company during the financial year 2025-26 on account of any fresh issue of shares or convertible securities.

iii. Changes in Capital and Debt Structure :

During the year under review, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.

Accordingly, as on March 31, 2026, the authorised share capital of the Company stood at ^12,40,00,000/- (Rupees Twelve Crore Forty Lakh Only) divided into 2,48,00,000 (Two Crore Forty-Eight Lakh) equity shares of face value of W- each.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 stood at ^7,50,75,080/- (Rupees Seven Crore Fifty Lakh Seventy-Five Thousand Eighty Only) comprising of 1,50,15,016 (One Crore Fifty Lakh Fifteen Thousand Sixteen) equity shares of face value of ^5/- each.

Further, there was no change in the debt structure of the Company during the financial year under review.

iv. Issue of equity shares with differential rights :

During the financial year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43(a)(ii) of the Companies Act, 2013 read with the applicable rules made thereunder.

Accordingly, the disclosures as required under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the Company.

v. 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.

vi. Details of Employee Stock Options :

During the financial year under review, the Company has not issued any shares under the Employees 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.

vii. 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.

viii. 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.

ix. 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 non convertible securities pursuant to related provisions of Companies Act, 2013 read with Rules made thereunder. Hence, the disclosures regarding this are not applicable.

x. 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.

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7. 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.

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

The details of loans granted, investments made, guarantees given and securities provided, if any, by the Company during the financial year under review and falling within the purview of Section 186 of the Companies Act, 2013 read with the applicable rules made thereunder, are disclosed in the Notes to the Financial Statements forming part of the Annual Report.

The Members are requested to refer to the relevant Notes to the Financial Statements for detailed information in this regard.

9. 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.

10. CORPORATE GOVERNANCE :

The members may please note that the provisions relating to Corporate Governance, i.e., Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Accordingly, the Company is not mandated to submit the Corporate Governance Report as part of 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".

11. 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.

12. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :

Managements 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.

13. 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 2026-2027.

14. 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.

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 Companys website https://activeinfra.in/.

15. MANAGEMENT:

- Directors And Key Managerial Personnel :

The composition of the Board of Directors of the Company as on 31 st March, 2026 is as follows :

1. Mr. Nitesh Sanklecha	Managing Director
2. Mr. Shreyas Raisoni	Non-Executive, Non Independent Director
3. Mr. Chandrakant Waikar	Non-Executive, Non Independent Director
4. Ms. Asha Sampath	Non-Executive, Independent Director
5. Mr. Akshay Thakkar	Non-Executive, Independent Director
6. Mr. Gaurav Sharma	Non-Executive, Independent Director
7. Mr. Gautam Jain	Chief Financial Officer (KMP)
8. Ms. Aanchal Tembhre	Company Secretary & Compliance Officer

Ms. Asha Sampath (DIN: 02160962), Non-Executive Independent Director of the Company, was re-appointed as an Independent Director of the Company for a second term of five consecutive years with effect from the conclusion of the Annual General Meeting held during the year 2025, in accordance with the provisions of Section 149 of the Companies Act, 2013 and the applicable rules made thereunder.

The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 woman 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. Shreyas Sunil Raisoni (DIN: 06537653), Director of the company is liable to retire by rotation at the ensuing Nineteenth (19th) Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors of the Company recommends the appointment of Mr. Shreyas Sunil Raisoni (DIN: 06537653), Director to the Shareholders for their consideration at the Nineteenth (19th) Annual General Meeting. The brief resume and other details relating to Mr. Shreyas Sunil Raisoni (DIN: 06537653), Director, 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 Nineteenth (19th) Annual General Meeting of the Company.

Disqualifications of Directors :

During the financial year 2025-2026 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 SEBIs 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 Five (5) 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) 23rd May, 2025 (2) 05th August, 2025 (3) 30th August, 2025 (4) 07th, November 2025 (05) 12th February, 2026.

(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:

Sr. No.	Name of the Board of Directors	Number of Meetings
		Held	Attended
1.	Mr. Nitesh Sanklecha Managing Director (DIN: 03532145)	5	5
2.	Mr. Shreyas Raisoni Director (DIN: 06537653)	5	5
3.	Mr. Chandrakant Waikar Director (DIN: 09533456)	5	5
4.	Mrs. Asha Sampath Independent Director (DIN: 02160962)	5	5
5.	Mr. Akshay Thakkar Independent Director (DIN: 08912202)	5	5
6.	Mr. Gaurav Sharma Independent Director (DIN: 01522240)	5	5

- 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 self-assessment 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 of the Company on November 11, 2020 for a term of five consecutive years, which concluded at the 18th Annual General Meeting of the Company held during the year 2025.

Based on the recommendation of the Nomination and Remuneration Committee and after considering her performance, qualifications, experience and continued fulfilment of the criteria of independence, the Board of Directors approved her re-appointment as an Independent Director of the Company for a second term of five consecutive years.

The members of the Company, at the 18th Annual General Meeting held for the financial year ended March 31, 2025, approved the re-appointment of Ms. Asha Sampath as an Independent Director of the Company to hold office from the conclusion of the said Annual General Meeting till the conclusion of the 23rd Annual General Meeting to be held for the financial year ending March 31,2030.

Ms. Asha Sampath has confirmed her eligibility and willingness to continue as an Independent Director and has provided the requisite declaration confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Committees :

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 -

Sr. No.	Name of Committee Members	Category (Chairman / Executive / NonExecutive / Independent / Nominee)
1.	Mr. Gaurav Sharma	Chairman - Non-Executive, Independent Director
2.	Ms. Asha Sampath	Non-Executive, Independent Director
3.	Mr. Akshay Thakkar	Non-Executive, Independent Director

- 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 Directors Appointment and their Remuneration. Accordingly, the below mentioned table represents the constitution of the Nomination and Remuneration Committee -

Sr. No.	Name of Committee Members	Category (Chairman/Executive/Non-Executive/ Independent/Nominee)
1.	Mr. Gaurav Sharma	Chairman - Non-Executive, Independent Director
2.	Ms. Asha Sampath	Non-Executive, Independent Director
3.	Mr. Akshay Thakkar	Non-Executive, Independent Director

- 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-

Sr. No.	Name of Committee Members	Category (Chairman/Executive/Non Executive/ Independent/Nominee)
1.	Ms. Nitesh Sanklecha	Chairman - Managing Director
2.	Mr. Gaurav Sharma	Non-Executive, Independent Director
3.	Mr. Shreyas Raisoni	Non-Executive, Non-Independent Director
4.	Mr. Chandrakant Waiker	Non-Executive, Non-Independent Director

- Stakeholders Relationship Committee-

During the financial year under review, the Company being a Listed Public Limited Company, is required to constitute a Stakeholders Relationship Committee pursuant to the provisions of Section 178 of Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015 / Listing Regulations], which shall be responsible for resolving the grievances of the Security Holders. The below mentioned table represents the constitution of Stakeholders Relationship Committee-

Sr. No.	Name of Committee Members	Category (Chairman/Executive/Non Executive/ Independent/Nominee)
1.	Mr. Akshay Thakkar	Chairman - Non-Executive, Independent Director
2.	Mr. Gaurav Sharma	Non-Executive, Independent Director
3.	Mr. Shreyas Raisoni	Non-Executive, Non-Independent Director
4.	Ms. Asha Sampath	Non-Executive, Independent Director

During the financial year under review, the Company did not receive any grievances / complaint.

- Management Committee:

The constitution of a Management Committee is done voluntarily by the Board to facilitate smooth and efficient day-today operations of the Company. The composition of the Management Committee is provided in the table below.

Sr. No.	Name of Committee Members	Category (Chairman / Executive / Non Executive / Independent / Nominee)
1.	Ms. Nitesh Sanklecha	Chairman - Executive, Managing Director
2.	Mr. Shreyas Raisoni	Non-Executive, Non-Independent Director
3.	Mr. Chandrakant Waiker	Non-Executive, Non-Independent Director

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*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 Companys 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 Companys 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 todays 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 2025-26:

Name of the Director	Designation	#Ratio to Median Remuneration
Mr. Nitesh Sanklecha	Managing Director	NA

# Median Remuneration Including MD.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year 2025-26 :

Name of the Directors & KMPs other than Directors	Designation	Annual [%] Increase in remuneration in the financial year 2025- 2026
Mr. Gautam Jain	Chief Financial Officer (CFO)	115.59%
Mr. Nitesh Sanklecha	Managing Director	24.57%
Ms. Aanchal Tembhre	Company Secretary & Compliance Officer	21.43% ( Decreased)

c) The number of permanent employees on the rolls of Company as on 20th March, 2026:- 46.

d) Affirmation: Remuneration paid to Director/s, Key Managerial Personnel (KMP) and Employees of the Company is as per the remuneration policy of the Company.

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, 2026 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.

16 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:

M/s V. K. Surana & Co., Chartered Accountants (Firm Registration No. 110634W), Nagpur, were appointed as the Statutory Auditors of the Company at the 18th Annual General Meeting held during the year 2025 for a first term of five consecutive years commencing from the conclusion of the said Annual General Meeting till the conclusion of the 23rd Annual General Meeting to be held for the financial year ending March 31,2030.

The Statutory Auditors have confirmed that they are eligible to continue as the Statutory Auditors of the Company and have furnished the necessary certificates pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the applicable rules made thereunder.

The Board places on record its appreciation for the services rendered by the Statutory Auditors.

Statutory Auditors 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 2025-26 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 2025-26 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:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the applicable rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain a Secretarial Audit Report from a Practising Company Secretary.

Based on the recommendation of the Audit Committee, the Board of Directors recommended the appointment of CS Riddhita Agrawal, Practising Company Secretary (ICSI Membership No. FCS 10054), as the Secretarial Auditor of the Company for a continuous term of five (5) financial years commencing from FY 2025-26 to FY 2029-30.

CS Riddhita Agrawal has furnished her consent and confirmed her eligibility for appointment as the Secretarial Auditor of the Company in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The members of the Company, at the 18th Annual General Meeting held for the financial year ended March 31,2025 approved the appointment of CS Riddhita Agrawal, Practising Company Secretary, as the Secretarial Auditor of the Company for the aforesaid term.

Further, the Secretarial Audit Report for the financial year ended March 31, 2026, issued by CS Riddhita Agrawal in Form MR-3, confirming compliance with the applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, forms part of this Annual Report and is annexed as Annexure - A to the Boards Report.

Secretarial Auditors Qualifications:

The Secretarial Audit Report, provided for the year under review, 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.

17 SOCIAL RESPONSIBILITY AND SUSTAIN ABILITY:

- Corporate Social Responsibility (CSR):

During the financial year (2025-2026) the Company had contributed Rs. 20.50 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 Companys 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.

18. DISCLOSURES :

Disclosures Related To Subsidiary, Associate And Joint Venture Companies:

The Company has subsidiaries and associate entities as on March 31, 2026. These entities form part of the Companys business structure and contribute towards its strategic growth and operations.

The details of the Subsidiary and Associate Companies, along with their nature of relationship and percentage of holding as on March 31,2026, are provided below:

SR. NO.	NAME OF THE COMPANIES	LLPIN / CIN	ASSOCIATE / SUBSIDIARY	% OF HOLDING
(1)	Shradha Realty Limited (Formerly known as Shradha Infraprojects Limited)	L45200MH1997PLC110971	Holding	71.63%
(2)	Achievers Ventures Private Limited	U45100MH2015PTC265186	Wholly Owned Subsidiary	100%
(3)	Digvijay Shradha Infrastructure Private Limited	U45309MH2022PTC384273	Subsidiary	50.50%
(4)	Stargate Ventures LLP	ACB-8356	Subsidiary	67%
(5)	Solus Ventures LLP	ACB-8624	Subsidiary	67%

During the financial year under review, pursuant to the recommendations of the Audit Committee, the Board of Directors approved the resignation-cum-disinvestment from the associate entities, namely:

1. Devansh Dealtrade LLP; and 2. Godhuli Vintrade LLP.

The said resignation-cum-disinvestment was approved by the Board of Directors at its meeting held on August 05, 2025, and the necessary Supplemental Limited Liability Agreements were executed on October 09, 2025. Consequently, the aforesaid entities ceased to be Associates of the Company during the financial year 2025-26.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Subsidiary and Associate Companies in Form AOC-1 forms part of the Annual Report.

Note:

The Board of Directors of your Company at its meeting held on 25th May, 2026, approved the Audited Consolidated Financial Statements for the FY 2025 - 2026 which includes financial information of its Associate & Subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2025-2026, 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 arms length basis for the Financial Year 2025-26 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 Boards 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 Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companys website i.e Active Infrastructures Limited Website

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 2025-2026 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, 2026.

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/

19. 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 Companys 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 2025- 2026, 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 2025-2026 under review, Devansh Dealtrade LLP and Godhuli Vintrade LLP ceased to be associates of the Company. Except for the aforesaid changes, no other company ceased to be a subsidiary, associate or joint venture of the Company during the year under review.

Further. During the year under review, as ended on 31st March, 2026, 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 Companys website at www.activeinfra.in.

20. 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.

34

ENCLOSURES: "Annexure - A"	Secretarial Audit Report in form no. MR-3 for the financial year ended on 31st March, 2026
"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
"Annexure - F"	Joint Venture Companies pursuant to Section 129(3) of the Companies Act, 2013 in Form No. AOC-1 Particulars of prescribed contracts / arrangements with related parties in Form AOC-2

On behalf of the Board
For ACTIVE INFRASTRUCTURES LIMITED
Sd/-	Sd/-
SHREYAS RAISONI	NITESH VINAYKUMAR SANKLECHA
Director	Managing Director
DIN: 06537653	DIN: 03532145
Address: Plot No. 75, Shivaji Nagar, Shankar Nagar, S. O, Nagpur 440010, Maharashtra, India	Address: Flat No. G-501, Majestic Heights Hill Road, Shivaji Nagar, Shankar Nagar, Nagpur - 440010.
Place : Nagpur
Date : 11/08/2026