Your Directors have great pleasure in presenting the 23^rd Annual Report and the Audited Accounts of
your Company for the year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

DIVIDEND

In view of continuous expansion activities, directors do not recommend any dividend.

TRANSFER TO RESERVES:

The Company has transferred the profit to the reserves during the financial year.

CHANGES IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there are no changes in the nature of business activities.

SHARE CAPITAL

During the financial year 2024-25, the Company has increased its authorized share capital from
^160000000 (Rupees Sixteen Crores) to ^250000000 (Rupees Twenty Five Crores) by Resolution
passed in 22^nd Annual General Meeting held on 18.09.2024.

However, there has been no change in the paid-up share capital of the Company during the said period.
PUBLIC DEPOSITS

During the financial year 2024-25 your Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Ventures or Associate Company
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

During the year under review, the Company has not made any Loans, Guarantees or Investments within
the meaning of the provisions of Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED DURING THE YEAR

The Company Has Not Material Changes and Commitments Affecting the Financial Position of the
Company which have Occurred during the Year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A discussion on operations for the year ended 31st March 2025 is given in the Management Discussion
and Analysis section, which forms part of this Annual Report.

COMMITTEES OF THE BOARD:

The Company has duly constituted Board level Committees as mandated by the applicable laws and as
per the business requirements. The Company has constituted the following committees in compliance
with the Companies Act, 2013 and the Listing Regulations.

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee

4. CSR Committee

All these Committees have been established as a part of the best corporate governance practices. There
have been no instances where the Board has not accepted any recommendation of the aforesaid
Committees. The details in respect to the Compositions, Powers, Roles, and Terms of Reference etc. are
provided in the Corporate Governance Report forming part of this Report. Contents of the policy is also
available on the Company’s website of www.activeclothing.in

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL

As per Annexure- I attached.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies
(Accounts) Rules, 2013 are applicable to the Company. In line with same, a Corporate Social
Responsibility Committee has been constituted by the Board of directors. The Committee composition
is as follows: Mr. Kishore Kumar Bajaj- Chairman of the CSR Committee, Mrs. Renu mehra & Mr.
Rajesh Kumar Mehra indicates the activities to be undertaken by the Company in areas or subjects
specified in schedule VII of the Companies Act, 2013. Accordingly, during the FY 2024-25 as approved
by the CSR Committee, the amount for CSR expenditure amounting to Rs. 19,35,745 was spent in areas
specified under schedule VII of the Companies Act, 2013. Please refer Annexure -II for further details
and click on the link https://www.activeclothing.in

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
forming part of the Directors Report for the year ended 31st March, 2025.

Disclosure relating to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as provided in the Annual Report.

Having regard to the provision of the first proviso to section 136 (1) of the Act and as advised the
Annual Report excluding the aforesaid information is being sent to the Members of the Company. The
said information is available for inspection by the Members at the Registered Office of the Company
during business hours and any Member interested in obtaining such information may write to the
Company Secretary and same will be furnished.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors presently consists of 4 (Four) Directors including a 1 (One) Chairman &
Managing Director, 1 (One) Non-Executive Director, 2 (Two) Independent Directors

Directors Retiring by Rotation:

Mrs. Renu Mehra (DIN: 02033471) is liable to retire by rotation and being eligible, offers herself for re¬
appointment. Board of Directors have recommended his re-appointment for the approval of the
shareholders of the Company in the forthcoming Annual General Meeting of the Company.

Changes during the year:

During the year under review there is no change in Directors and Key managerial Personnel
ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of companies Act, 2013 and in accordance with SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance
evaluation of its own performance, the Directors individually as well the evaluation of the working of
its Audit, Nomination & Remuneration, and Stakeholder Relationship Committee.

The directors expressed their satisfaction with the evaluation process.

CREDIT RATING

The Company Borrowings are Rated by Informatics Ratings ( SEBI Registered /RBI Accredited Credit
Rating Agency.. The Company’s Both Long Term and Short term Borrowings are rated BBB- which
show an outlook of Stable.

BOARD AND COMMITTEE MEETINGS

During the year, Seven (7) Board Meetings were convened and held. The required details are given in
the Report on Corporate Governance, which forms part of this Annual Report.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of
the Directors at such Meetings, are provided in the Corporate Governance Report forming part of the
Annual Report.

The Composition of Audit Committee is given in the Report of Corporate Governance forming part of
the Annual Report.

PENALTIES/PUNISHMENTS/COMPOUNDING OF OFFENCES

During the year, there were no penalties/punishments/compounding offences under the Companies Act,
2013

NO DEFAULT TO BANKS / FINANCIAL INSTITUTIONS

The Company has not defaulted in payment of interest and / or repayment of loans to any of the
financial institutions and / or banks during the year under review.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence
as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant
to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have
also confirmed that they meet the requirements of ‘Independent Director’ as mentioned under
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The confirmations were placed before and noted by the Board.

A CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE THAT NONE OF THE
DIRECTORS ON THE BOARD OF THE COMPANY HAVE BEEN DEBARRED OR
DISQUIFIFIED FROM BEING APPOINTED OR CONTINUTING AS DIRECTOR OF THE
COMPANY BY THE BOARD/MINISTRY OF CORPORATE AFFAIR OR ANY SUCH
STATUTORY AUTHORITY.

The Certificate of the Company Secretary in practice is annexed herewith as a part of the report.
BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adhered to the principles of sound risk management
and has a Risk Management Policy in Place.

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized
use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. The internal auditor of the
company checks and verifies the internal control and monitors them in accordance with policy adopted
by the company. The Company continues to ensure proper and adequate systems and procedures
commensurate with its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has a
whistle blower policy in place for its Directors and Employees to report concern about unethical
behavior, actual or suspected fraud or violation of the Company’s code of conduct. The functioning of
the vigil mechanism is reviewed by the Audit Committee from time to time. None of the Directors or
employees have been denied access to the Audit Committee of the Board. During the year, under
review, the Company did not receive any compliant under the said Mechanism. The Whistle Blower
Policy is posted on the website of the Company www.activeclothing.in”.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There have been no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company’s future operations.

ENVIRONMENT & SAFETY:

The Company is very conscious of the need to protect environment. The company is taking all possible
steps for safeguarding the environment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors
confirm:

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

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and
applied consistently and judgment and estimates have been made that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the Profits
of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis
and were in the ordinary course of the business. There are no materially significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company at large.

All Related Party Transactions were placed before the Audit Committee & Board for their approval.
SECRETARIAL AUDITOR

The company had appointed Sethi Poonam & Associates to conduct its secretarial Audit for the
financial year March 31st, 2025. The Secretarial Auditor has Submitted their report, confirming
Compliance by the Company of all the provisions of applicable Corporate laws. The report doesn’t
contain any qualification, reservation, disclaim or adverse remark. The Secretarial Audit Report (in
Form No. MR. 3) is attached as “Annexure- A” to this Report.

COST AUDITOR

In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not
covered under the purview of Cost Audit.

AUDITORS

At the Extra Ordinary General meeting held on 11.11.2024 M/s. Kapoor Rajesh & Associates,
Chartered Accountants (FRN No.015350N), were appointed as the Statutory Auditors of the Company
to fill the casual vacancy caused by the resignation of Swam K Jain & Co, Chartered Accountants,
(Firm Registration No: 032917N). M/s. Kapoor Rajesh & Associates, Chartered Accountants (FRN
No.015350N), would hold the office of the Statutory Auditors of the Company from the conclusion of
the Extraordinary General Meeting held on 11.11. 2024 until the conclusion of the ensuing Annual
General Meeting. The resolution under this item seeks the approval of the members by an ordinary
resolution for the said appointment.

M/s. Kapoor Rajesh & Associates, Chartered Accountants (FRN No.015350N), is hereby reappointed as
the Statutory Auditors of the Company commencing from the conclusion of this Annual General
Meeting till the conclusion of Annual General Meeting for Financial Year 2029-2030 i.e for the
financial year starting from 01.04.2025 till 31st March 2030, Subject to the approval of members.

AUDITORS’ REPORT

The Statutory Auditors of the Company had submitted Auditors’ Report on the accounts of the
Company for the Financial Year ended 31st March, 2025. There is no audit qualification reservations
or adverse remarks or disclaimer in the said financial statements. The comments in the Auditors’
Report read with Notes to Accounts are self- explanatory and do not call for any further explanation.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS

The Company is committed to follow the best Corporate Governance practices, including the
requirements under the SEBI Listing Regulations and the Board is responsible to ensure the same, from
time to time. The Company has duly complied with the Corporate Governance requirements. Further a
separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the
Listing Regulations read with Schedule V of the said regulations alongwith a Certificate from a
Practicing Company Secretary confirming that the Company is and has been compliant with the
conditions stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
forms part of the Annual Report.

LISTING OF EQUITY SHARES

The fully paid up Equity Shares 15512215 (face value of Rs. 10/- each of the Company are listed on
Main Board BSE Limited (BSE), Mumbai and the listing fees for the Financial Year have been duly
paid to the Stock Exchange.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all Senior Manager Personnel in the course of day to day business operations of the
company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical
dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The
Code has been posted on the Company’s website The Code lays down the standard procedure of
business conduct which is expected to be followed by the directors and all Senior Manager Personnel in
their business dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders.

DISCLOSURE FOR FRAUD AGAINST THE COMPANY

In term of provision of section 134(3) (a) of the Companies Act, 2013, there were no instances of fraud
which are reported by auditors of the company under section 143(12) of the companies act, 2013, to the
Audit Committee.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

ENERGY CONSERVATION

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section
134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The Company plays
a proactive role in the area of energy conservation and significant improvement by continuously
improving operating practices and energy conservation.

The Company has Installed the roof top solar panel having annual capacity to generate 500 KW Which
is 50% Of the required demand during the year.

TECHNOLOGICAL ABSORPTION

Having installed the latest, state-of-art machinery imported from different parts of the world, the
research and development department is continuously on a lookout for adapting to latest technology
innovation and absorption

FOREIGN EXCHANGE OUTGO AND EARNINGS

FOREIGN EXPENDITURE: RS. 28.93 Lakhs
FOREIGN EARNINGS: Rs. 6143.56 Lakhs

ANNUAL RETURN

The Draft of annual Return of the Company has been placed at the website: www.activeclothing.in) of
the company pursuant to the provision of section 92 read with rule 12 of the Companies (Management
and administration) Rules, 2014

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for
its activities as stock & currency brokers and depository participant.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder.

Your Directors further state that as on date there is no case filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act 2013

MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to the Company’s Bankers, Customers
and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful
to the shareholders for their continued confidence. The Board of Directors takes this opportunity to
express their appreciation of the sincere efforts put in by the staff and executives at all the levels and
hopes that they would continue their dedicated efforts in the future too.

For and on behalf of the Board

Place: Mohali

Date: 26.08.2025 Sd/- Sd/-

Rajesh Kumar Mehra Renu Mehra
Managing Director Director