The Board of Directors of your Company is pleased in presenting the Seventeenth (17^th) Annual Report of your
Company together with the Audited Financial Statements for the year ended 31^st March, 2024.

1. COMPANY SPECIFIC INFORMATION:

The Company - ACTIVE INFRASTRUCTURES PRIVATE LIMITED (CIN: U45200MH2007PTC174506) is a Private
Limited Company incorporated and registered under the Companies Act, 1956 on 26^th September, 2007. The
Company is engaged into the business of constructions of Residential & Commercial properties on a contract basis.

However, the Company has filed the necessary forms for conversion from a Private Limited to Public Limited
company, following the approval by the Members at the Extra-ordinary General Meeting held on June 12, 2024.
This application is currently pending for approval from the Registrar of Companies, Mumbai, Maharashtra.

1. FINANCIAL PERFORMANCE:

a) FINANCIAL SUMMARY AND HIGHLIGHTS: -

The Financial performance of the Company for the year ended 31^st March, 2024 is summarized below:

fAmftuntin 'Lakhs' Excent EPS)

During the financial year ended 31^st March 2024, the total Revenue was Rs. 5901,29/- as against Rs.
8351.55/- in the previous financial year ended 31^st March, 2023, Other Income of company is Rs, 15,44/- as
against Rs, 2.34/- in the corresponding Previous financial year 2022-2023 ended 31st March 2023. The Profit for
the financial year 31^st March 2024 is Rs. 761.66/- as against Profit of Rs. 967.08/- in the previous financial year
ended 31^st March 2023. (Amount in ‘Lakhs’)

Earnings per share as on 31^st March 2024 is Rs. 7,11/- vis-a-vis Rs, 9.03/- as on 31^st March 2023,

b) TRANSFER TO RESERVES:-

The opening balance as on 01^st April 2023 of Reserves & Surplus Account stood at Rs. 17,52,98,000/-. After making
adjustments and appropriations, the closing balance of Reserves & Surplus Account as on 31^st March 2024 stood at
Rs. 20,45,86,000/-. The Members are advised to refer the Note No. 14 "Other Equity" as given in the financial
statements which forms the part of the Annual Report.

c) DIVIDEND:-

Your Directors recommended a final dividend @35% (Thirty Five percent) i.e. Rs. 1.75/- [Rupees One and Seventy
Five Paise) per equity share of Rs. 5/- each appropriated from the profits of the year 2023 - 2024 and past year
accumulated surplus of the Company, subject to the approval of the shareholders (members) at the ensuing
Seventeenth (17th) Annual General Meeting of the Company and will be paid to those Members whose name
appear on the Register of Member on Wednesday, 10® July, 2024. The payment of dividend is in line with the
provisions of the Companies Act, 2013.

d) MAJOR EVENT OCCURRED DURING THE YEAR :

i. ACQUITION AND ALLOTMENT OF EQUITY SHARES :

During the financial year under review, the Company has acquired 49,000 Equity shares of Achievers Ventures
Private Limited and further 99,00,000 Equity Shares allotted to Active Infrastructures Private Limited on a right
issue basis by the Board of Directors of Achievers Ventures Private Limited at their meeting held on 20th June,
2023.

Pursuant to the aforesaid acquisition the Company, Achievers Ventures Private Limited becomes the wholly owned
subsidiary Company of Active Infrastructures Private Limited

ii. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION AND ALTERATION OF MEMORANDUM OF
ASSOCIATION:

During the financial year under review, the new set of Articles of Association was substituted in place of the
existing Articles of Association is based on Table F of Schedule I of the Companies Act, 2013 which sets out the
model Articles of Association for a Company limited by shares and also carries forward certain provisions from the
existing Articles of Association in the Extra Ordinary General Meeting (EGM) held on 09th October 2023 and also
in the same EGM altered the Memorandum of Association by making necessary alteration and/or deletion as per
the requirement of the Companies Act, 2013.

iii. RECLASSIFICATION OF AUTHORISED SHARE CAPITAL OF THE COMPANY:

During the financial year under review, the Authorized Share Capital of the Company was re-classified by
converting 1,50,00,000 (One Crore Fifty Lakh) 2% Redeemable, Optionally Convertible, and Non-Cumulative
Preference Shares of Rs.l/- (Rupee One Only) each , into 1,50,00,000 Equity shares of Rs. 1/- each by the
shareholders, at the Extra Ordinary General Meeting of the Company held on 09th October, 2023. Consequent to

the said re-classification Clause V of the Memorandum of Association of the Company was substituted thereof by
the following clause:

V. (A) The Authorised Share Capital of the Company is Rs. 2,40,00,000/- (Rupees Two Crore Forty Lakh Only)
divided into 2,40,00,000/- (Two Crore Forty Lakh only) Equity Shares of Re.l/- (Rupee One Only) each,

iv. CONSOLIDATION OF EXISTING FIVE EQUITY SHARE OF FACE VALUE OF RS. 1/- (ONE) EACH FULLY PAID
UP INTO ONE EQUITY SHARES OF FACE VALUE OF RS. 5/- (FIVE) EACH FULLY PAID UP:

During the financial year under review, there was consolidation of existing Five [05] Equity Share of the Company
of face value of Rs. 1/- (Rupees One Only] each fully paid up into One [01] Equity Shares of face value of Rs. 5/-
(Rupees Five Only] each fully paid up by the shareholders, at the Extra Ordinary General Meeting of the Company
held on 09th October, 2023.

Consequent to the aforesaid consolidation the Authorised share capital of the Company of Rs. 2,40,00,000/-
(Rupees Two Crore Forty Lakh only] consisting of 2,40,00,000 equity shares of Rs. 1/- (Rupees Five Only] each,
was divided into 48,00,000 (Forty Eight Lakh] Equity shares of Rs. 5/- (Rupees Five Only] each and the Issued,
subscribed and paid up equity capital of Rs. 66,96,760/- (Rupees Sixty Six Lakh Ninety Six Thousand Seven
Hundred Sixty only] consisting of 66,96,760 (Sixty Six Lakh Ninety Six Thousand Seven Hundred Sixty] Equity
shares of Rs. If - (Rupees One only] each was divided into 13,39,352 (Thirteen Lakh Thirty Nine Thousand Three
Hundred Fifty Two] equity shares of Rs. 5/- (Rupees Five only] each.

v. INCREASE IN AUTHORISED SHARE CAPITAL:

During the financial year under review, the authorized share capital of the company is increased by creating
additional 2,00,00,000 (Two Crores) Equity shares of Rs, 5/- (Rupees Five only) each aggregating Rs.
10,00,00,000/- (Ten Crores) only by the shareholders, at the Extra- Ordinary General Meeting of the Company held
on 18th November, 2023. Consequent to the said increase the Clause V of the Memorandum of Association of the
Company was substituted with the following clause:

V. (A) The Authorised Share Capital of the Company is Rs. 12,40,00,000/- (Rupees Twelve Crore Forty Lakh Only)
divided into 2,48,00,000/- (Two Crore Forty-Eight Lakh only) Equity Shares of INR 5/- (Rupees Five Only) each.

vi. ISSUE OF BONUS SHARES:

During the financial year under review, the Company issues 93,75,464 equity shares of Rs. 5/- each as bonus
shares of an aggregate nominal value of Rs. 4,68,77,320/- (Rupees Four Crores Sixty Eight Lakhs Seventy Seven
Thousand Three Hundred and Twenty), as bonus shares to the shareholders out of the Free Reserves of the
Company made in the ratio of 7 :1 [i.e. 7 (Seven shares) fully paid up equity shares for every 1 (One)
equity shares held] in the Extra Ordinary General Meeting dated 23rd November 2023.

vii. ALLOTMENT OF BONUS SHARES:

During the financial year under review, the Company has allotted 93,75,464 Equity Shares at a price of Rs. 5/- per
share as Bonus shares to the existing shareholders of the Company.

Consequent to the aforesaid allotment the paid up equity share capital of the Company increased from Rs.
66,96,760 to Rs. 5,35,74,080/- consisting of 1,07,14,816 equity shares of Rs. 5/- each.

viii. ALTERATION IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION AND INCREASE IN
BORROWING LIMIT AND FOR MAKING INVESTMENTS / EXTENDING LOANS AND GIVING GUARANTEES
OR PROVIDING SECURITIES:

During the financial year under review, the Members of the Company at its Extra-Ordinary General Meeting held on
04th January, 2024 altered the object clause of the Memorandum of Association of the Company to enable the
Company to enter into business activity such as Infrastructure, Water supply projects ["WSP”), Irrigation Network
Projects conveniently and advantageously combined with existing business activities of the Company.

In the same meeting the Members also authorized the Board of Directors for increase in borrowing limit which
shall not any time exceed Rs. 1,00,00,00,000/- (Rupees One Hundred Crores) and for creation of Charge / Mortgage
/ Hypothecation in favour of Bank/s as Security against Loan/Financial Assistance availed by the Company of an
amount not exceeding to Rs. 1,00,00,00,000/- (Rupees One Hundred Crores) and also authorized the Board of
Directors of the Company for increase in the limits applicable for making investments / extending loans and giving
guarantees or providing securities in connection with loans to persons / bodies corporate not exceeding Rs,100
Crores [Rupees One Hundred Crores only) over and above the limit of 60% of the paid up share capital, free
reserves and securities premium account of the Company or 100% free reserves and securities premium account
of the Company, whichever is more.

ix. ACQUISITION OF LLP’S:

During the Financial Year under review, the Company has acquired two Limited Liability partnership Firm viz.
STARGATE VENTURES LLP and SOLUS VENTURES LLP with the Profit Sharing Contribution (Capital Contribution)
of 67 % each and made them its Subsidiaries under Section 2 (87) of the Companies Act, 2013; with an object to
expand its existing business operations at its Board Meeting held on 16^th January, 2024,

x. STATE OF THE COMPANY'S AFFAIRS:

During the financial year 2023-2024 under review, the Board of Directors of the Company has explored to expand
the existing activities through provision of additional facilities and all those includes not only services in relation to
constructions of Residential & Commercial properties but also all such related activities which would otherwise
support the existing activities. These activities are treated as an inter-connected activities in the present scenario.
As such, the Board of Directors of the Company considers to enlarge the activities of the Company as prudent and
favourable to the growth of the Company in view of those anticipated changes with an expected growth in the
overall performance of the Company, the Board is of the opinion that the Company would be in need of more funds
through infusion of capital or otherwise. To include all those enabling activities coupled with requirements due to
changes in the applicable legislations like the Companies Act, 2013 read with the rules made there under, the
Object Clause/s of the Memorandum of Association was amended by the Shareholders (Members) of the Company
at an Extraordinary General Meeting held on 04th January, 2024. However, the aforesaid change does not
construed as any change in the nature of business activity of the Company.

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

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

e) DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE
OF THIS REPORT:

1. CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

The Company was originally incorporated as ‘Active Infrastructures Private Limited' on September 26, 2007 as a
private limited company under the provisions of the Companies Act, 1956 pursuant to a certificate of incorporation
issued by the Registrar of Companies, Mumbai.

Subsequently, the unanimous consent of the Shareholders (Members) of the Company was granted to the
Conversion of the Company from the Private limited Company into a Public limited Company whereby the name of
the Company was changed from 'ACTIVE INFRASTRUCTURES PRIVATE LIMITED to ACTIVE
INFRASTRUCTURES LIMITED' on conversion vide resolution in the Extra Ordinary General Meeting dated 12th
June, 2024 and the same is pending for approval from the Registrar of Companies, Mumbai, Maharashtra.

2. CHANGES IN CAPITAL AND DEBT STRUCTURE :

Any changes in the capital structure of the company during the year:

i. Increase in authorized share capital of the Company:

During the financial year under review, the authorized share capital of the company is increased from Rs.
2,40,00,000/- (Rupees Two Crore Forty Lakhs Only) divided into 48,00,000 equity shares of Rs. 5/- (Rupees Five
Only) to Rs. 12,40,00,000/- (Rupees Twelve Crore Forty Lakhs Only) divided into 2,48,00,000 (Two Crore Forty
Eight Lakhs Only) equity shares of Rs. 5/- (Rupees Five Only) each in the Extra Ordinary General Meeting dated
18th November, 2023.

ii. Issue of Shares or Other Convertible Securities

During the financial year under review, there is a change in the capital structure of the Company by issuance of
Bonus share in the Extra Ordinary General Meeting dated 23^rd November 2023 and accordingly the issued,
subscribed and paid-up share capital of the Company increased from Rs. 66,96,760/- divided into 13,39,352 Equity
Shares of Rs. 5/- each to Rs. 5,35,74,080/- (Rupees Five Crores Thirty Five Lakhs Seventy Four Thousand and
Eighty Rupees Only) divided into 1,07,14,816 Equity Shares of Rs. 5/- each.

iii. Issue of equity shares with differential rights:

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

iv. Issue of Sweat Equity Shares:

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

v. Details of Employee Stock Options:

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

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

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

vii. Transfer to Investor Education And Protection Fund:

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

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

During the financial year under review, the Company has not issued any debentures, bonds or any non -convertible
securities pursuant to related provisions of Companies Act, 2013 read with Rules made thereunder.

ix. Issue Of Warrants:

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

3. CHANGES IN DEBT STRUCTURE :-

Debentures / Bonds / Warrants or Any Non-Convertible Securities:

During the year under review, the Company has not issued any debentures, bonds, warrants or any non-
convertible securities. As on date, the Company does not have any outstanding debentures, bonds warrants or any
non-convertible securities,

4. CREDIT RATING OF SECURITIES:

During the financial year 2023-2024 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.

f) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, forms part of the Financial
Statements. The Members are advised to refer the Note No. 4 and 10 as given in the financial statements which
forms the part of the Annual Report

g) 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.

5. MANAGEMENT:

? Directors And Key Managerial Personnel:

There were no changes in the constitution of the Board of Director of the Company during the financial year ended
on 31st March, 2024.

The present composition of the Board of Directors of the Company is as follows:

In view of the applicable provisions of the Companies Act, 2013, the Company is not mandatorily required to
appoint any whole time KMPs.

Further subsequent to March 31, 2024, the following changes have taken place in the composition of the Board of
Directors of the Company,

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

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

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

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

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)
years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for
exemption.

? Disqualifications Of Directors:

During the financial year under review, intimation pursuant to the provisions of Section 164 of the Companies Act,
2013 was received from the Directors of the Company. The Board noted the same and confirmed that, none of the
Directors is disqualified to hold the office as director.

*X* 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 he / she (i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation
16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ["Listing
Regulations”].

*X* Board Meetings:

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

The Board Meetings held on (1) 26/05/2023 (2) 20/06/2023; (3) 17/07/2023; (4) 11/08/2023; (5) 24/08/2023;
(6) 16/09/2023; (7) 05/11/2023; (08) 15/11/2023; (9) 20/11/2023; (10) 25/11/2023; (11) 26/12/2023; (12)
01/01/2024; (13) 15/01/2024; (14) 16/01/2024; (15) 06/02/2024; (16) 28/02/2024 & (17) 06/03/2024 & in
respect of which proper notices were given and proceedings were properly recorded and signed in the Minutes
Book maintained for the purpose.

? Committee:

During the financial year under review, the Company being a Private Limited Company does not mandatorily
require to constitute any Committee under the provisions of the Companies Act, 2013. The Company has not
constituted any Committee.

*X* Recommendations of Audit Committee:

During the financial year under review, the Company being a Private Limited Company was not required to
constitute Audit Committee under the provisions of the Companies Act, 2013.

**♦ Company's Policy On Directors' Appointment And Remuneration:

During the financial year under review, the Company being a Private Limited Company, the provisions of Section
178 of the Companies Act, 2013 read with Rules made thereunder towards Company's Policy on Directors'
Appointment and Remuneration are not applicable,

*X* Board Evaluation:

During the financial year under review, the Company being a Private Limited Company, the provisions of Section
134(3) (p) of the Companies Act, 2013 read with Rules made thereunder towards annual performance evaluation
by the Board of its own performance and that of Individual Directors are not applicable. However, the Board
confirms that, the directors are vigilant towards their duties and responsibilities as director of the Company.

*X* Remuneration of directors and employees of listed companies:

The Company being a Private Limited Company, the statement containing particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) of the Companies [Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are not applicable.

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

The Directors of the Company does not receive Commission from its Holding company within the meaning of
Section 2(46) of the Companies Act, 2013. Further, the Company does not have any 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.

*X* Directors' Responsibility Statement:

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

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act 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 devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

*1* Details of establishment of Vigil Mechanism:

Though, provisions under Section 177(9) &{10) of the Companies Act, 2013 read Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 are not applicable to the Company, Company encourages its
employees to report any incidence of fraudulent financial or other information to the stakeholders, reporting of
instance(s) of leak or suspected information and any conduct that results in violation of the Company¹ s code of
business conduct, to the management (on an anonymous basis, if employees so desire).

♦t* Risk Management:

In compliance with the provisions of Section 134(3) (n) of the Companies Act, 2013, the Board of Directors has
formulated and adopted the Risk Management Policy. The Board of Directors has delegated the authority to Mr.
Pravin Manoharrao Pohankar, Director of the Company, to monitor the Risk Management Policy including (a)
Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that
all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT,
legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk
management infrastructure in place capable of addressing those risks. We affirm that, all risk managements are
monitored and resolved as per the process laid out in the policy.

6. 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.

♦♦ Statutory Auditors And Their Report:

Mr. P. N. Gupta, Chartered Accountants (Membership Number: 044161) Nagpur, were appointed as Statutory
Auditors of the Company at the Annual General Meeting held on 5^th December, 2020 for a term of Five consecutive
years to hold the office of the Statutory Auditors of the Company until the conclusion of the Eighteenth (18^th)
Annual General Meeting of the Company to be held for the financial year 2024-25.

The Company has received written consent and a certificate that they satisfy the criteria provided under Section
141 of the Companies Act, 2013 and if appointed, their appointment would be within the limits prescribed under
Section 139 of the Companies Act, 2013.

Statutory Auditor's Qualifications:

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

During the financial year 2023-24 under review:

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

b) The observations made by the Statutory Auditors on the financial statements for the financial year 2023-24
under review including the affairs of the Company are self-explanatory and do not contain any qualification

reservation adverse remarks or disclaimer thereof. As such, no specific information details or explanations
required to be given or provided by the Board of Directors of the Company.

? Secretarial Auditors and Secretarial Audit Report:

During the financial year 2023-2024 under review, the Company being a Material Subsidiary of Listed Entity
"Shradba Infraprojects Limited” was required to obtain Secretarial Audit Report from a Company Secretary in
Practice as per Section 204 of the Companies Act 2013.

Accordingly, CS Riddhita Agrawal, Company Secretary in Practice (1CSI Membership No. FCS 10054, Certificate of
Practice No. 12917 & Peer Review Certificate No: 1838/2022), Mumbai was appointed as a Secretarial Auditor of
the Company for conducting a Secretarial Audit of the Company for the Financial Year 2023-2024 ending on 31st
March, 2024, A Secretarial Audit Report issued by Secretarial Auditor of the Company is attached to this report as
"Annexure - A".

Secretarial Auditor's Qualifications:

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

? Cost Record / Audit:

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

♦♦♦ Frauds reported by the Auditor:

During the financial year under review, 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).

? Explanations in response to Auditors’ Qualifications:

The Audit Report/s submitted by the Statutory Auditors and Secretarial Auditor of the Company, for the financial
year 2023-2024 ended 31st March, 2024 do not contain any qualification or adverse remarks, The observations
made by all the Auditors in their respective Report/s are self-explanatory and as such, do not call for any further
explanations,

7. SOCIAL RESPONSIBILITY AND SUSTAINABILITY

? Corporate Social Responsibility (CSR):

During the financial year under review, the Company qualifies under Section 135(1) of the Companies Act, 2013 for
undertaking the Corporate Social Responsibility [CSR) activities. The Amount required to be spent is Rs. 8.69 Lakhs
and the Amount of Expenditure incurred is Rs. 8.75 Lakhs and the nature of CSR activity is Donation to Education
Trust The detailed Annual report on Corporate Social Responsibility forms as a part of the Board Report as
"Annexure-B”. The Board of Directors has formed a committee on CSR in accordance with Companies Act, 2013.

? 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.

8. DISCLOSURES:

? Disclosures Related To Subsidiary, Associate And Joint Venture Companies

During the financial year 2023-24 under review, the company has further acquired the remaining stake in the
Subsidiary Company (Achievers Ventures Private Limited) subsequent to it becomes the Wholly owned subsidiary
Company and invested majority of stake in two newly incorporated LLP's therefore becoming the holding company
for two LLP's for the said year the details of which are given herein below:

Furthermore, The Company also has two Associate Company under Section 2[6) of the Companies Act, 2013 and
one Holding Company as per Section 2(46) of the Companies Act, 2013, the details of which are given herein below:

? Note: 1] The Board of Directors approved to purchase the remaining 49,000 number of equity shares of "Achievers Ventures
Private Limited" having face value Re. 1/- each comprising 100% Stake of the entire Paid up Share Capital {i.e. 1,00,000 Equity
Shares of the Face Value of Rs.l/- each) at their Board meeting held on 20.06.2023 resulting into the Wholly owned Subsidiary
company of the Company and also the Company, Achievers Ventures Private Limited has allotted 99,00,000 Equity shares to
Active Infrastructures Private Limited.

As per rule 6 of Companies (Accounts) Rule, 2014, the Subsidiary company has been provided an exemption from preparing
the Consolidated Financial Statement if the company meet with the criteria provided in this rule. Hence the ultimate Holding
Company of this Subsidiary company is provided the details in his consolidated financial statement the Subsidiary company is
not required to prepare the same and the Subsidiary Company fulfill the condition provided in this rule.

Hence, in view of the aforesaid provision the statement about the silent features of the financial statement of the Associate
Companies AOC -1 is not applicable to the Company. However the AOC 1 of the Ultimate Holding Company (i.e. Shradha
Infraprojects Limited) is attached with the financial statements of the Company for the information purpose.

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

During the financial year under review, all contracts / arrangements / transactions entered by the Company with
related parties were in ordinary course of business and on arm's length basis.

The Company had not entered into any contract / arrangement / transaction with related parties which could be
considered material in accordance with the Policy of the Company on materiality of related party transactions. The
requisite details of the same are given in Form No. AOC-2 attached herewith as "Annexure- D."

There are no materially significant related party transactions that may have potential conflict with interest of the
Company at large. The members may refer to Note No. 32, Point No. 6 of the Financial Statements.

? Materia] 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 2023-2024 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, 2024.

? 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.

? Failure to implement any Corporate Action:

During the financial year under review, no corporate action was taken by the Company.

♦> Extract Of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, (as amended vide notification no. G.S.R. 538(E). dtd. 28th August, 2020), Every
company shall place a copy of the annual return on the website of the company, if any, and the web-link of such
annual return shall be disclosed in the Board's report. Though the Company's website is in the process of being
developed, the Company is unable to post a copy of the Annual Return on its website; however, for the information
of the Company's stakeholders, an extract of the Annual Return is attached to this report as "Annexure -E," and
forms an integral part of this report.

9. OTHER DISCLOSURES:

? Industrial Relations, Health And Safety

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting
Faculties in all areas of operations.

The Company is conscious of the importance of environmentally clean and safe operations. The Company's
Environment, Health and Safety initiatives are designed to create long term sustainability and value for the
Company, its shareholders and other stakeholders, The Company ensures the well-being of all concerned, A safe
working environment is non-negotiabfe for which it follows safety standards in all its operations, The Company has
been achieving continuous improvements in safety performance through a combination of systems and processes
as well as co-operation, involvement and support of all employees.

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

Since the company has less than ten employees including employees (permanent, contractual, temporary, trainees,
etc,) as on 31st March 2024 the requirement to set up the Internal Complaints Committee (ICC) as per the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable to the
company.

During the financial year 2023-24, the Company has not received any complaint of sexual harassment at the work
place.

The following is the Summary of sexual harassment complaints received and disposed-off during the financial year
2023-2024:

10, ACKNOWLEDGEMENTS:

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

ENCLOSURES:

"Annexure - A" : Secretarial Audit Report for the financial year ended on 31st March, 2024

"Annexure - B” : Annual Report on Corporate Social Responsibility [CSR] Activities

“Annexure - C" : Report on Energy Conservation, Technology Absorption & Foreign Exchange Earnings/Outgo

"Annexure - D” : AOC-2

"Annexure - E” : Form No. MGT-9 - Extract of Annual Return as of 31^st March, 2024
On behalf of the Board

For ACTIVE INFRASTRUCTURES PRIVATE LIMITED

SHREYAS RAISONI PRAVIN POHANKAR

Director Director

DIN:06537653 DIN:02775714

Address: Plot No. 75, Shivaji Nagar, Shankar Nagar, S. Address: Plot No. 57, Bhagwan Nagar, Bank Colony,
O, Nagpur 440010, Maharashtra, India Parvati Nagar, S.O, Nagpur 440027, Maharashtra, India

Place : Mumbai
Date :02/07/2024

1

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