Data Infrastructure Trust Management Discussions

9https://prsindia.org/files/budget/budget_parliament/2025/DFG_Analysis_Telecom_2025-26.pdf

With sustained ARPU growth, the revenue outlook for telecom service providers is increasing, which in turn supports long-term tenancy contracts and enhances rental income visibility for tower platforms like Altius.

The tower industry is undergoing consolidation, with larger players acquiring regional and single-tenancy portfolios to drive operational synergies. For Infrastructure Investment Trusts (InvITs), this presents both organic and inorganic expansion opportunities. Consolidation is also expected to improve tenancy ratios, streamline operations and optimise returns across the sector.

Indias increasing digital footprint, driven by surging data consumption, smartphone adoption and digital services penetration, is accelerating demand for robust telecom infrastructure. With the growing data usage, there is a growing requirement for high-density networks to meet capacity and coverage needs.

Indias 5G rollout continues to accelerate, with leading operators rapidly expanding coverage in urban, semi-urban and rural clusters. This creates sustained demand for macro towers, rooftop sites and small cells. Also, the further penetration of 4G in rural areas by telecom network operators presents an opportunity for tower companies to bridge network gaps. Summit, with its strong national footprint and scalable platform, is well-positioned to support densification, capacity expansion and infill site deployment.

The proliferation of IoT and data-heavy applications especially in logistics, smart cities and industrial automation is creating a need for edge-ready infrastructure. Passive infrastructure players like Altius can unlock value by partnering with network operators and enterprises for active equipment hosting and shared small cell infrastructure, particularly in smart buildings and data-intensive environments.

The telecom tower industry has witnessed significant consolidation over the past few years and now the market operates with two large and a few small and mid-sized tower companies. Summit will continue to evaluate accretive opportunities in the space to expand its site portfolio.

Recent government initiatives, including the Telecommunications Act, 2023 and the National Broadband Mission, have streamlined approvals and created a more enabling environment for rapid infrastructure deployment. These reforms are expected to reduce operational bottlenecks and open up new growth avenues in underserved markets.

Also, government schemes like BharatNet and PM Gati Shakti are pushing infrastructure development in underpenetrated regions. With rural teledensity still below 60%, there is significant headroom to expand the tower footprint. Strategic deployments in semi-urban clusters offer long-term tenancy visibility and social impact alignment.

Rising tenancy ratios are being driven by increased operator focus on cost optimization through infrastructure sharing. This shift benefits Altius by unlocking co-location potential across macro towers and in-building sites, thus improving asset yields without proportionate capex.

The adoption of 5G Fixed Wireless Access is gaining momentum, offering a viable solution for last-mile connectivity, especially in areas where laying fiber is challenging, thus opening new markets for telecom infrastructure deployment.

As an infrastructure provider, Summits cash flows are dependent on a concentrated set of telecom service providers (TSPs), whose network expansion plans and financial health directly influence tenancy growth and receivables. While longterm contracts provide revenue visibility, delayed payments or operational challenges faced by one or more key tenants can impact collection cycles and working capital requirements.

Infrastructure providers are under increasing pressure to offer attractive tenancy terms and co-location discounts while maintaining service level agreements (SLAs) and uptime. Balancing cost-efficiency with high operational standards remains a key challenge.

Despite the positive momentum from the Telecommunications Act, 2023 and recent RoW reforms, on-ground implementation remains inconsistent across states. Local clearance delays, municipal-level restrictions and unpredictable fees can slow down site acquisition, especially in urban areas, affecting Altius ability to meet deployment timelines.

Summit Digitel serves as the foundation for the Trusts macro tower portfolio and is the largest SPV within the platform. It manages a comprehensive portfolio that includes an array of ground-based towers, rooftops, poles and cell-on-wheels and known for its high network uptime and industry-leading operational practices. As of March 31, 2025, SDIL operates a portfolio of 174,451 towers with over 185,462 tenancies, resulting in a tenancy ratio of 1.06x. SDIL continues to expand its tenancy footprint in line with national 4G and 5G network rollouts, supported by long-term contracts with major telecom operators.

Summit Revenue Generated in FY2024-25

Summit Digitel is the core of the Trusts macro tower portfolio and is the largest SPV within the platform. It is one of the largest telecom infrastructure providers in India, managing a large portfolio of active telecom towers and tenancies sites nationwide.

From an initial portfolio of 1,35,671 towers in 2020, Summit Digitels assets grew to 1,74,451 towers and thereby establishing a steady, evolved and scalable network. Summit Digitel operates a diverse portfolio comprising groundbased towers, rooftops, poles, and cell-on-wheels. It is recognised for its high network uptime and strong operational metrics.

As of 31 March 2025, the Company operated 174,451 towers and had more than 185,462 tenancies, resulting in a tenancy ratio of 1.06x. Its infrastructure footprint spans all 22 telecom circles in India, including metro as well as A-, B- and C-category circles.

The portfolio is relatively modern, and is strategically positioned to minimise overlap with competitors. Approximately 89% of the towers can accommodate two to four tenants, while around 70% of the sites are fibre-connected, enabling higher capacity and faster data transmission, which are essential for delivering 5G services.

This expansive and high-quality asset base gives Summit Digitel a strong foothold in the market and a distinct competitive advantage.

Telecom tower

Tenancies sites

Summit Digitel is well-positioned to deliver stable and sustainable returns to its stakeholders, supported by strong financial governance and a resilient operating model. A summary of SDILs financial performance for the year ended 31 March 2025 is provided below:

Summary of Audited Financial Results for the financial year ended March 31, 2025, and previous year ended March 31, 2024, is as follows:

Rs in Million)

Dear Members,

Your Companys Directors are pleased to present their 12^th Annual Report together with the Audited Financial Statements of Summit Digitel Infrastructure Limited ("Your Company /Summit Digitel/ SDIL") for the financial year ended March 31, 2025 ("year/ FY2024-25/ Financial Year").

The financial statements have been prepared in accordance with the Indian Accounting Standards as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 (‘‘Ind AS).

Brief details of financial performance of your Company for the financial year ended March 31, 2025, is as under:

(Rs. in Million)

The revenue of your Company for FY2023-24 was H1,25,094 million, which has increased to H1,36,417 million in FY2024- 25, resulting in 9% growth. The EBITDA of your Company for FY2023-24 was H48,149 million, which has increased to H52,449 million in FY2024-25, resulting in 9% growth.

During the Financial Year, your Company has raised H25,500 million from domestic capital markets through Non-Convertible Debentures. These issuances were rated AAA by CRISIL Ratings Limited and ICRA Limited.

During the Financial Year, your Companys debt securities and borrowings have been re-affirmed as AAA/Stable by CRISIL Ratings Limited, CARE Ratings Limited and ICRA Limited. Further, the rating for 2.875% Senior Secured Notes issued in August 2021 and listed on Singapore Stock Exchange (SGX) have also been re-affirmed as BBB- (Stable) i.e., Investment Grade rating by S&P Global Ratings and Fitch Ratings Limited.

The principal business of your Company is setting up, operating and maintaining passive tower infrastructure, related assets including related services. Accordingly, your Company has a single segment as per the requirements of Ind AS 108 - Operating Segments. All assets of your Company are located in

India and the revenue is earned in India, hence, there is a single geographic segment.

Your Directors have not recommended any dividend on equity shares and non-convertible preference shares of your Company during the Financial Year. Since no dividend has been declared by your Company in the earlier years, your Company was not required to transfer any amount to the Investor Education and Protection Fund ("IEPF") and accordingly, no disclosures are required to be made for the FY2024-25.

In view of the losses incurred by your Company during the financial year, no amount is proposed to be transferred to reserves.

In terms of the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Management Discussion and Analysis Report of your

Companys affairs for the financial year is attached and forms an integral part of this Annual Report.

SDIL firmly believes that robust corporate governance is integral to the creation of a sustainable and ethical business environment. Your Company is strongly committed to the principles of transparency, accountability and ethics, as we recognize that they are fundamental pillars for our long-term goals and objectives.

SDILs Ethics Governance Framework and Practices are comprehensive, encompassing all aspects of its operations, including its interactions with third-party vendors. Anchored by core governance policies such as the Code of Business Conduct and Ethics, Anti-Bribery and Corruption Policy and Whistleblower Policy, supplemented by additional policies like the Third-Party Management Policy, Gift, Entertainment and Hospitality Policy, SDIL ensures meticulous adherence to detailed principles and guidelines derived from these foundational policies. Regular reviews and adaptations of SDILs compliance policies ensure their relevance and effectiveness in an ever-evolving business landscape.

In response to any breaches or concerns, SDIL has established a dedicated Ethics Hotline, operated by a trusted third-party service provider, empowering employees and stakeholders to report potential violations of its Code of Business Conduct and Ethics or any unethical behaviours. Furthermore, your Companys Ethics Committee is entrusted with the responsibility of thoroughly reviewing, investigating and resolving reported complaints.

SDIL maintains a robust framework for monitoring compliance with applicable laws and internal policies, characterized by:

• Implementation of laws at the primary level by business and corporate functions through stringent checks and controls in operational processes.

• Meticulous mapping of compliances into SDILs Compliance Reporting tool, with regular affirmation by compliance owners and submission of compliance reports to your Board.

• Periodic audits of the compliance monitoring framework by internal auditors, including monthly and quarterly audits overseen by your Corporate Compliance Manager.

• Secretarial audits to ensure the adequacy of systems and processes for compliance and corporate governance, tailored to SDILs size and operations.

• Annual refresher training for all compliance tool users, fostering continuous improvement in compliance awareness and understanding.

Your Companys governance practices underscore its unwavering commitment to upholding ethical standards, fostering transparency and cultivating a culture of accountability throughout the organization.

Your Companys commitment and expectations with respect to business ethics and compliance are contained in the Code of Business Conduct and Ethics ("CoC"). The CoC is applicable to all Directors, Management and employees of your Company. It provides guidelines about various aspects of ethical business conduct and the expected behaviours.

Your Company has adopted the Code of Conduct for Board and Senior Management ("SM") pursuant to the requirement of Regulation 17 (5) of the SEBI Listing Regulations.

Post integration of Altius Telecom Infrastructure Trust ("Altius"), the CoC has been approved and adopted by the Board of Directors on December 17, 2024 for ensuring good governance.

The declaration signed by the Managing Director of your Company, affirming compliance with the CoC by Directors and SM, for the financial year, is given in the ‘Corporate Governance Report, which forms a part of this Annual Report.

As a part of your Companys Whistle-blower Policy, employees and third parties are provided with an independent and effective means of reporting any unethical behaviour relating to Summit Digitels operations. As a result, open channels of communication are provided to promote a culture of ethics and integrity at Summit Digitel. This policy supports anonymous disclosures and prohibits retaliation or intimidation against whistleblowers.

A Whistle-blower Policy has been adopted by your Board, allowing stakeholders to directly contact management with any concerns they may have concerning unethical behaviour, fraud or violations of applicable laws and regulations and your Companys CoC. The Whistleblower Policy outlines the types of concerns that may be reported, including actual or suspected misconduct, unethical behaviour, or potential risks related to your Companys operations. It provides clear guidance on what constitutes a reportable matter and ensures that individuals can raise concerns in a safe and confidential manner. The Policy also includes comprehensive details of your Companys Ethics Helpline, which serves as a secure channel for whistleblowers to report issues and seek guidance.

In addition, it is ensured that those who utilize the mechanism are protected against victimization through adequate safeguards, and are given access to directly communicate with the chairperson of the Audit Committee.

A prominently displayed banners (in English, Hindi, and regional languages) promotes awareness of the Whistle-Blower Policy throughout SDILs offices.

ABC Policy serves as a guiding beacon to comprehend, analyse and address potential bribery-related risks. It unequivocally

reaffirms SDILs steadfast commitment to refraining from engaging in bribery to advance your Companys business objectives. Underpinning this commitment is the expectation that no individual, acting on behalf of SDIL, shall either offer or accept bribes in any form.

Post integration of Altius, your Board of Directors adopted and approved the ABC Policy on January 24, 2025, for ensuring good governance.

Within the ABC framework, your Company has established a series of defined policies and ABC Program, compelling all employees to acknowledge and adhere to the following:

• Anti-Bribery and Corruption Policy

• Code of Business Conduct and Ethics

• Conflict of Interests and Confidentiality Policy

• Donations and Sponsorship Policy

• Gift, Entertainment, and Hospitality Policy

• Policy for Interaction with Public Officials

• Anti-Bribery and Corruption Program

• Third-Party Management Policy

• Policy for Installation of Cell Site on Employee Premises

• Whistleblower Policy

Your Company is committed to fostering a culture of continuous learning and awareness to ensure all employees fully understand and adhere to your Companys ABC framework. These efforts include the following initiatives.

• Conducting mandatory annual training sessions aimed at enhancing awareness of ABC framework and emphasizing their importance in maintaining ethical standards.

• Creation of digital modules tailored to a comprehensive

understanding of SDILs policies, particularly for new employees. Regular assessments are conducted to gauge the effectiveness of these training programs.

• Annual attestation of ABC Policy, CoC and Conflict of Interest and Confidentiality Policy.

Your Company maintains comprehensive records in dedicated registers, which are regularly monitored and scrutinized to track activities that may be influenced by following ABC considerations.

1. Interaction with Public Officials

2. Gifts, entertainment, and hospitality

3. Conflict of interest and confidentiality

Monthly review of these registers ensures that any significant observations are immediately reported to management.

As part of SDILs commitment to ethical conduct and corporate integrity, the ABC Policy guides all of your Companys business decisions and actions.

Upholding stringent regulatory standards, Summit Digitel meticulously adheres to the requirements outlined by the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and amendments thereto. This dedication is evident through the establishment of a robust Code of Conduct for Prohibition of Insider Trading, carefully crafted to ensure compliance.

The Risk Management Policy at Summit Digitel is instrumental in establishing a comprehensive framework to identify and assess a spectrum of risks, spanning operational, financial, regulatory and other critical domains. This framework is underpinned by a robust infrastructure, ensuring the organizations adaptness in managing potential risks.

Central to Summit Digitels risk management strategy is the implementation of a well-structured Enterprise Risk Management ("ERM") framework. This framework serves as the cornerstone for systematically cataloguing and evaluating all significant risks encountered by the business, in the form of detailed Risk Registers. Periodic risk workshops are conducted for the identified top risks, to ensure that the associated risk attributes and mitigation plans are updated and monitored to effectively manage such risks.

Furthermore, regular updates on the status of these mitigation plans, along with insights into the prevailing top risks, are presented to the Risk Management & Environment, Social & Governance Committee. This proactive approach ensures continuous oversight and fosters a culture of proactive risk management within the organization.

Pursuant to Section 135 of the Companies Act, 2013 ("Act"), the Board of Directors of your Company approved and adopted a CSR Policy which is available on the website of your Company at https://www.altiusinfra.com/investors/summit#governan ce-and-policies.

CSR Policy is intended to define what Corporate Social Responsibility means to your Company, the type of projects that will be undertaken, the broad areas of intervention, the approach to be used to accomplish the CSR objectives, and to provide a monitoring mechanism for the CSR activities. Consequently, the policy reflects your Companys objectives, principles, and values, for delineating its social and environmental responsibilities.

Due to the losses incurred during the previous financial years, your Company is not required to spend towards CSR. Accordingly, the requirement under the Companies (Corporate Social Responsibility Policy) Rules, 2014 to furnish the Annual Report on CSR activities is not be applicable to your Company.

Your Company has adequate internal financial controls to commensurate with the size of the business and nature of operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and timely preparation and provision of reliable financial statements.

Your Company has established an adequate internal control systems and procedures commensurate with the nature of its business and the size of its operations. These controls have been designed to provide reasonable assurance regarding the maintenance of proper accounting controls for ensuring the reliability of financial reporting, monitoring of operations, protecting assets from unauthorised use or losses and compliance with regulations. It ensures documentation and evaluation of entity-level controls through existing policies and procedures, primarily to identify significant gaps and define key actions for improvement. Your Company continues to align its processes and controls with the global best practices.

• Well-established policies across different functions including Delegation of Authority, CoC, ABC Policy, Information Technologies policies, Human Resources policies, etc.;

• Well-established Standard Operating Procedures/ Checklists developed for the smooth conduct of business transactions in sales, operations, compliance & finance;

• Regular training sessions imparted to all employees on critical policies through online training modules as well as subject matter experts;

• Use of SAP S/4 HANA ERP whereby all financial & allied transactions are carried out through systems without manual intervention. Adequate automated controls are built into SAP to avoid any manual intervention including a maker-checker rules and robust approval mechanism as per the Delegation of Authority;

• Use of Human Resource Management System ("HRMS") covering all travel authorisations, expense claims and other important Human Resources processes;

• The Order Management system supports the integration of customer requirements with deployment through partners and has adequate controls built-in to support billing to customers;

• Use of Apex platform, which enables the automation processes such as visits to sites for Operations and Maintenance ("O&M") activities, deployment, audits and capturing the site audit observations; and

• Well-established mechanism of review and monitoring of the activities performed by O&M partner, ensuring different levels of governance

The Internal Audit ("IA") function is a part of the Risk and Compliance function which manages overall risks facing the organisation.

The IA function is governed by the Internal Audit Charter (IAC) and conducts audits as per the annual Internal Audit plan approved by the Audit Committee of the Board. The audit plan, based on an annual IA risk assessment, is reviewed and approved by the Audit Committee.

In FY 2024-25, the IA plan was executed using services of Ernst & Young (EY). The significant audit findings are presented to the Audit Committee along with management responses, every quarter. Subsequently, the IA closely monitors the closure of open audit issues through ‘Audit Management System tool and reports the status on a regular basis to the Audit Committee. Apart from the above, your Company also conducts in-house internal reviews of specific areas based on the risk assessment.

SDIL is committed to fostering a safe, respectful and inclusive workplace. SDILs Prevention of Sexual Harassment (POSH) Policy reflects our zero-tolerance stance on harassment and is fully aligned with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy extends to all employees, including contract staff, and covers third-party harassment. An Internal Committee ("IC") is in place for all employees of your Company to redress complaints received regarding sexual harassment.

During the Financial Year, SDIL has conducted interactive training sessions to raise awareness of the POSH Policy and its provisions. Specialized programs are also delivered to strengthen the capabilities of our IC members, ensuring they are well-equipped to fulfill their responsibilities. SDILs commitment to a harassment-free workplace is underscored by the fact that no complaints were filed, resolved, or pending during the Financial Year.

In recognition of Summit Digitels unwavering commitment to excellence right through the past year, your Company is delighted to highlight that it has successfully harmonized ISO certifications, achieving ISO9001 (Quality Management System), ISO14001 (Environmental Management System), and ISO45001 (Occupational Health and Safety Management System) from Det Norske Veritas ("DNV"). This achievement is a testament to your Companys ongoing commitment to quality, environmental responsibility, and workplace safety. It reinforces your Companys dedication to cultivating a safe, healthy, and sustainable environment for its all employees.

The authorised share capital of your Company as at the end of the financial year was as under:

The issued, subscribed and paid-up share capital of your Company as at the end of the financial year was as under:

During the Financial Year and as on the date of this Report, there was no change in the authorised, issued, subscribed and paid-up share capital of your Company.

Listed NCDs of face value J 1,00,000/- each

During the Financial Year, your Company has approved issuance and allotment of following Rated, Listed, Secured, Redeemable NCDs having a face value of H 1,00,000/- each on private placement basis which are listed on the debt market segment of National Stock Exchange of India Limited ("NSE"):

Your Company has issued offshore USD 500 million Senior Secured Notes in August 2020, listed on Singapore Stock Exchange. The notes are repayable on August 12, 2031 in single installment. At any time prior to August 12, 2030, your Company has the option to redeem up to 40% of the aggregate principal amount of the notes with proceeds from equity offerings at a redemption price of 102.875% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the redemption date August 12, 2031. During FY 2022-23, Your Company had bought back the notes aggregating to face value of USD 27.37 million at discounted value of USD 20.12 million, post which the outstanding balance of face value of Notes aggregates to USD 472.63 million. These notes carries interest rate of 2.875% p.a. payable every six months in August and February.

During the financial year, your Company has been assigned or re-affirmed credit ratings, details of which are mentioned below:

The details of Debenture Trustees are disclosed as part of the ‘Corporate Governance Report, forming part of this Annual Report.

Your Company has in place a Policy on dealing with RPTs and materiality in terms of requirements of the Act and the SEBI Listing Regulations. Your Company has Board approved policy on RPTs which is available on the website of your Company at https://www.altiusinfra.com/investors/summit#governance-and- policies.

All the transactions with the Related Parties during the FY2024- 25 were pre-approved by the Audit Committee/Board pursuant to provision of the Act and the SEBI Listing Regulations. Actual transactions were reviewed by the Audit Committee/Board on a quarterly basis, details of which have been provided in Note no. 31 to the Financial Statements.

All related party transactions entered during FY2024-25 were on an arms length basis and in ordinary course of business.

There were no material related party transactions by your Company during the year. Accordingly, the disclosure of Related

Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

Your Company is a Special Purpose Vehicle ("SPV") of Altius Telecom Infrastructure Trust (formerly known as Data Infrastructure Trust), a trust registered as an infrastructure investment trust under the Securities and Exchange Board of India (Infrastructure Investment Trust) Regulations, 2014 ("SEBI InvIT Regulations"), having registration number IN/InvIT/18-19/0009. Your Company does not have any subsidiary, associates, or joint ventures. Accordingly, the requirement of attaching Form "AOC-1" is not applicable to your Company.

Further, during the year, no company has become or ceased to be the subsidiary or associate or joint venture of your Company.

In Compliance with Regulation 16(1)(c) of SEBI Listing Regulations, your Company has a Board approved policy for determining material subsidiaries which has been hosted on the website of your Company at https://www.altiusinfra.com/ investors/summit#governance-and-policies

Based on the recommendation of the Audit Committee, the Board of Directors of your Company at its meeting held on May 14, 2024, had approved re-appointment of M/s. Deloitte Haskins & Sells Chartered Accountants LLP, Chartered Accountants (Registration No. 117364W/W100739) and appointment of M/s. Chaturvedi & Shah LLP, Chartered Accountants (Registration No. 101720W/W100355) as the Joint Statutory Auditors of your Company, for consecutive term of five years, from the conclusion of the 11^th Annual General Meeting ("AGM") till the conclusion of 16^th AGM. The aforesaid re-appointment/appointment of the Joint Statutory Auditors was also approved by the members of your Company at their AGM held on September 25, 2024.

The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act.

Report given by the Joint Statutory Auditors on the financial statements of your Company is un-modified i.e., it does not contain any qualification, reservation or adverse remark and is disclosed as part of the financial statements, forming part of this Annual Report.

During the Financial Year, pursuant to the provisions of Section 204 of the Act, M/s. BNP & Associates, Company Secretaries (Firm Registration No. P2014MH037400), were appointed as the Secretarial Auditor, to conduct the secretarial audit of your Company for the financial year ended March 31, 2025.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their report for the financial year. The Secretarial Audit Report given by the Secretarial Auditors of your Company is annexed as "Annexure /" to this Report.

Further, pursuant to Regulation 24A and 62M of the SEBI Listing Regulations, the Secretarial Auditor has also issued Annual Secretarial Compliance Report for the financial year ended March 31, 2025, which was submitted with NSE, where the securities of your Company are listed, within prescribed timelines.

Your Board at its meeting held on August 11, 2021, had appointed Mr. Nilesh Salatry, Vice President - Internal Audit and ERM as the Internal Auditor of your Company, to be co-sourced with professional audit firms, as per the requirements of the approved Internal Audit plan. During the year, due to internal reorganization, Mr. Nilesh Salatry has resigned as Vice President - Internal Audit and ERM and also as Internal Auditor of your Company w.e.f. September 14, 2024.

Further, in his place Mr. Sourav Gupta, has been appointed as Internal Auditor of your Company with effect from October 29,

2024. The said appointment shall remain valid until the same has been rescinded by your Board.

During the Financial Year, your Company has not made any investment that are covered under the applicable provisions of Section 186 of the Act.

Further, your Company, being in the business of providing infrastructural facilities, is exempted from the applicability of provisions of Section 186 of the Act relating to loan made, guarantee given and security provided. Accordingly, disclosures under Section 186(4) of the Act are not applicable to your Company for the year.

The audited financial statements of your Company for the financial year ("financial statements") are in conformity with the requirements of the Act read with the rules made thereunder and the Accounting Standards. The financial statements fairly reflect the form and substance of transactions carried out during the year and reasonably present your Companys financial condition and results of operations.

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) Accounting policies selected have been applied consistently and reasonable and prudent judgments and estimates were made and so as to give a true and fair view of the state of affairs of your Company as of March 31, 2025, and the losses of your Company for the year;

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

d) The annual accounts of your Company have been prepared on a ‘going concern basis;

e) Adequate internal financial controls were laid down and followed by your Company and such internal financial controls were operating effectively; and

f) Proper systems have been devised by your Company to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The Composition of the Board of Directors and Key Managerial Personnel ("KMP") of your Company as on March 31, 2025, is as under:

All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the Indian Institute of Corporate Affairs.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of Regulations 25 and 62N of the SEBI Listing Regulations.

Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Board and Senior Management adopted by your Company in terms of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors of your Company holds integrity, expertise and experience (including the proficiency).

Detailed profile of the Board of Directors of your Company is available on the website of your Company at https://www. altiusinfra.com/investors/summit#leadership.

During the Financial Year 2024-25, Mr. Mihir Nerurkar (DIN: 02038842) has resigned as Non-executive Director of your Company w.e.f. close of business hours on May 14, 2024, due to his change in role within the Brookfield Group & preoccupation and Mr. Arpit Agrawal (DIN: 07769740) has resigned as Nonexecutive Director of your Company w.e.f. close of business hours on May 14, 2024, due to pre-occupation.

Further, Mr. Dhananjay Joshi (DIN: 09096270) stepped down from the position of Managing Director (KMP) with effect from September 6, 2024 on account of personal grounds. Subsequently, based on the recommendation of the Nomination & Remuneration Committee ("NRC") and approval of the Board, the members at

its AGM held on September 25, 2024, appointed Mr. Munish Seth (DIN: 02720293) as the Managing Director designated as KMP w.e.f. September 7, 2024, in accordance with the provisions of the Act and in lines with the terms of his contract of service with your Company.

Mr. Prateek Shroff (DIN: 09338823) and Mr. Gaurav Chowdhary (DIN: 09487942) have been appointed as Additional Non-Executive Directors of your Company w.e.f. May 15, 2024 by the Board of Directors at its meeting held on May 14, 2024. Members of SDIL at its Extra-Ordinary General Meeting held on August 5, 2024 had approved their appointment as Non-Executive Directors of your Company.

The shareholders at the 11^tl AGM of your Company held on September 25, 2024, re-appointed Ms. Pooja Aggarwal and Mr. Prateek Shroff as Non-Executive Director, who were liable to retire by rotation.

The composition of your Board is in compliance with the requirements under the Act and SEBI Listing Regulations.

In accordance with the provision of Section 152 of the Act and the Articles of Association of your Company, Mr. Munish Seth and Mr. Gaurav Chowdhary, Directors of your Company, retires by rotation at the ensuing AGM, being eligible, offers themselves for re-appointment. Necessary details for re-appointment, as required under the Act, are given in the Notice convening the 12^th AGM. The Board of Directors, on the recommendation of the NRC, has recommended their re-appointments. Accordingly, business with respect to the re-appointments of Mr. Seth and Mr. Chowdhary, along with their brief profiles and other details as required under the applicable provisions of the Act read with Secretarial Standards - II, forms part of the Notice convening the ensuing AGM of your Company.

During the Financial Year, the Board of Directors of your Company met nine times i.e. on April 18, 2024, May 14, 2024, July 22, 2024, August 6, 2024, September 1, 2024, October 17, 2024, October 29, 2024, January 24, 2025 and January 30, 2025. The intervening period between two Board meetings was

well within the maximum gap of 120 days as prescribed under the provisions of the Act.

Details of attendance at the Board Meetings is provided in the ‘Corporate Governance Report, which forms part of this Annual Report.

The Board of Directors of your Company, on recommendation of the NRC and pursuant to the provisions of the Act and the SEBI Listing Regulations, adopted the "Annual Performance Evaluation Policy" for evaluation of performance of your Board, its committees and individual Directors.

The NRC adopted a detailed framework for carrying out the formal annual evaluation, which includes criteria of carrying out evaluation of the Board and its Committees, Independent Directors/Non-Executive Directors/Executive Directors and the Chairperson.

The annual performance evaluation process was carried out through online evaluation platform. In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors (including chairperson and Managing Director) basis the criteria such as composition, structure of Board and its Committees, effectiveness of Board and Committee meetings, flow of information, functioning, decisionmaking process etc. Performance evaluation of the individual directors was done basis the criteria such as knowledge, skill and competency, attendance, participation and contribution at meetings, independence, etc.

Pursuant to Section 149(8) read with Schedule IV of the Act, Regulation 25(3) and 62N(4) of SEBI Listing Regulations, the Independent Directors shall hold at least one meeting in a financial year without the attendance of Non-Independent Directors and members of the management. Accordingly, at the separate meeting of Independent Directors held on January 30, 2025, performance of Non-Independent Directors, Board as a whole, Chairperson and quality, quantity and timeliness of flow of information between your Company Management and your Board was evaluated, considering the views of other Directors.

The functioning of your Board, Chairperson of your Board and individual Directors was found to be positive and the flow of Information to your Board was also found to be satisfactory.

Pursuant to the provisions of the Act, the SEBI Listing Regulations, your Company has following Committees:

- Audit Committee;

- Nomination and Remuneration Committee;

- Risk Management and Environment, Social & Governance Committee; and

- Stakeholders Relationship Committee.

Details relating to composition, terms of reference, meetings and attendance of Committee members, for the above Committees are provided in the ‘Corporate Governance Report, forming part of this Annual Report.

Further, details of various codes and policies adopted by your Company in terms of applicable provisions of the Act and the SEBI Listing Regulations have been provided in the ‘Corporate Governance Report, forming part of this Annual Report and copy of such codes and policies are also available on the website of your Company at https://www.altiusinfra.com/investors/summit# governance-and-policies.

In terms of the requirement of Section 178 of the Act and SEBI Listing Regulations, your Company has in place a Board approved ‘Nomination and Remuneration Policy ("Policy") for appointment of directors, KMPs and Senior Management Personnel, their remuneration structure.

The said Policy inter-alia covers criteria on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Act and the same is available on website of your Company, at https://www. altiusinfra.com/investors/summit#governance-and-policies.

In compliance with the provisions of Section 92(3) and 134(3)

(a) of the Act and read with the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of your Company for FY2024-25 is uploaded on the website of your Company at https://www.altiusinfra.com/investors/ summit#annual-returns.

The Board has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

Your Company consciously makes all efforts to conserve energy across all its operations. A report containing details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as "Annexure II" to this Report.

Your Company did not accept/renew any deposits, including from public under Chapter V of the Act and no deposits were outstanding or remained unclaimed as on March 31, 2025.

Your Company is concerned about the environment and utilizes natural resources in a sustainable way. SEBI Listing Regulations allows your Companies to send official documents to their Members electronically.

In terms of the SEBI Listing Regulations read with the relevant SEBI Circulars, your Company will be sending documents like the Notice convening the general meetings, Financial Statements, Auditors Report and other documents at the registered email address of the NCD holders as updated with the relevant depositories/ Registrar & Share Transfer Agent.

We request the NCD holders to update their email address with the relevant depository participant to ensure that the Annual Report and other documents reach the members on their preferred email.

Pursuant to the SEBI Listing Regulations, your Company is considered as a High Value Debt Listed entity. Your Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements as set out by SEBI. The Corporate Governance Report as stipulated under the SEBI Listing Regulations, forms part of this Annual Report. A certificate from the secretarial auditors of your Company confirming compliance with the conditions of corporate governance, as stipulated under the SEBI Listing Regulations is also attached as annexure to the Corporate Governance Report forming part of this Annual Report.

The Board of Directors of your Company state that no disclosure or reporting is required in respect of the following items as there were no related transactions or applicability on these items during the financial year:

i) There was no change in the nature of business of your Company.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares and employees stock option scheme) to employees of your Company under any scheme.

iv) As your Company did not have any subsidiary, associate or joint venture during the year, the reporting requirements under rules 6, 8(1) and 8(5)(iv) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of your Company.

vi) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of your Company.

vii) There was no instance of one-time settlement with any Banks or Financial Institution.

viii) Maintenance of Cost records as per section 148 of the Act are not applicable to Company.

ix) Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

x) There have been no material changes and commitments, affecting the financial position of your Company, which have occurred between the end of the financial year to which the financial statement relates and as on the date of this Report.

xi) Disclosure under the provisions of section 197(12) of the Act and rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, are not applicable to Company.

Your Board of Directors wish to thank the employees for their exemplary dedication and excellence displayed in conducting all operations. The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, government authorities, debenture holders, lenders, customers, vendors, members and stakeholders during the year. Your directors also wish to place on record their deep sense of appreciation for the committed services by your Companys executives and employees.