Active Infrastructures Limited approves 90% control of LLP

Active Infrastructures Limited approved a Rs 90,000 fresh cash contribution to obtain 90% capital and profit-sharing control of Mahalaxmi Zenith LLP, a Nagpur-registered entity incorporated on 25 August 2026 that reported nil turnover in FY 2026-27 to date. The board approved the proposal on 13 November 2026.

What did Active Infrastructures approve?

Active Infrastructures approved admission as a partner in Mahalaxmi Zenith LLP through a Rs 90,000 cash contribution for 90% of the LLP's capital and profits. The company said the LLP will become its subsidiary after completion, subject to the rights and control provided under the LLP agreement.

The board's decision changes the identity of the LLP's 90% contributor rather than purchasing an existing interest from SGR Ventures Private Limited. SGR Ventures, which currently contributes Rs 90,000 for its 90% interest, will resign and receive the return of its contribution and any amount due from the LLP. Active Infrastructures said no consideration will be paid to SGR Ventures.

How will Mahalaxmi Zenith LLP be owned after completion?

Active Infrastructures will hold 90% of Mahalaxmi Zenith LLP's capital and profit-sharing interest after its Rs 90,000 contribution, while the two continuing partners will retain the remaining 10%. M. Rahul Jagdish Bondre will continue with 5.5%, backed by Rs 5,500, and Harsh Anishkumar Chhajed will retain 4.5%, backed by Rs 4,500.

SGR Ventures will cease to hold an interest after its resignation, replacing its present 90% position with Active Infrastructures' new 90% contribution. The filing states that the designated partner representing SGR Ventures will be replaced by a nominee of Active Infrastructures. It does not identify the proposed nominee or disclose changes to the two continuing partners' roles.

Why is Active Infrastructures using the LLP?

Active Infrastructures said the transaction is intended to expand its real-estate and land-development portfolio through Mahalaxmi Zenith LLP. The LLP was formed for land and plotted development, builders' activities, masonry, general construction and contracting, as well as dealing in land, flats, shops, offices and other premises.

The company said the LLP's activities are within its main line of business and form part of the objects in its memorandum of association. Mahalaxmi Zenith LLP may also grant leases and licences and develop and manage land, buildings and industrial estates. The disclosure does not name a land parcel, development project, customer, project cost or expected revenue attached to the Rs 90,000 contribution.

Active Infrastructures said its capital infusion would give the LLP access to its financial resources and standing, supporting funding for land acquisition and project development. It also said the continuing partners would remain in development roles, while its 90% participation would provide governance and oversight. The company stated that the proposed acquisition would not adversely affect its existing operations.

What operating record does Mahalaxmi Zenith LLP have?

Mahalaxmi Zenith LLP has no reported operating history before FY 2026-27 and disclosed nil turnover from its 25 August 2026 incorporation. It has not completed its first financial year, and turnover for FY 2025-26, FY 2024-25 and FY 2023-24 is not applicable because the LLP had not been incorporated.

The LLP was incorporated under the Limited Liability Partnership Act, 2008, with the Registrar of Companies, Nagpur, and has its registered office in Nagpur, Maharashtra. Ministry of Corporate Affairs master data dated 30 October 2026 classified it as active and a Small LLP, with three designated partners and no registered charges.

The filing also states that Mahalaxmi Zenith LLP was not under the Corporate Insolvency Resolution Process as of 30 October 2026. No accounts or annual-return filings were due at that point because it was newly incorporated. Its disclosed country of presence is India, and the company did not provide financial forecasts or a valuation for the LLP.

What steps remain before the acquisition closes?

Active Infrastructures expects the transaction to be completed within three months of its 13 November 2026 announcement. Completion requires SGR Ventures' resignation, the company's admission as a partner, written consent from the partners and amendments to the LLP agreement dated 1 September 2026.

No governmental or regulatory approval is required for the acquisition, according to the filing. The LLP must file Form 4 for changes in partners or designated partners and Form 3 for the LLP agreement and related amendments with the Registrar of Companies, Nagpur, within 30 days of the change.

The existing 1 September 2026 LLP agreement will continue to apply unless all partners agree amendments under its terms. The company described the three-month period as an expected completion time, rather than specifying a closing date. Until the resignation, admission and filings occur, the disclosed 90% control remains proposed rather than completed.

Is the LLP transaction a related-party transaction?

Active Infrastructures said the proposal is not a related-party transaction under Section 2(76) of the Companies Act, 2013 or Regulation 2(1)(zb) of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015. It said Mahalaxmi Zenith LLP and its partners were not related parties before completion.

The company also disclosed that none of its directors or key managerial personnel had an interest in, or relationship with, the LLP or its partners. Its promoter, promoter group and group companies were stated to have no interest in the entity. After completion, Mahalaxmi Zenith LLP will be a 90%-owned subsidiary, changing its relationship with Active Infrastructures.

Conclusion

The Rs 90,000 transaction gives Active Infrastructures a proposed 90% stake in a newly incorporated LLP without acquiring SGR Ventures' existing contribution. Mahalaxmi Zenith LLP retains total capital of 1 lakh, but it has nil FY 2026-27 turnover to date and no earlier financial-year record because it was incorporated only on 25 August 2026.

The next disclosed event is expected completion within three months of 13 November 2026. Investors can watch for SGR Ventures' resignation, Active Infrastructures' admission, appointment of its nominee designated partner, amendments to the 1 September 2026 LLP agreement and the Form 3 and Form 4 filings with the Registrar of Companies, Nagpur.