Shashijit Infraprojects Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 18th Annual Report of the Company for the financial year ended 31st
March, 2025. This report, along with the Audited Financial Statements, provides an overview of the Company''s
operations, key developments, and financial results during the year under review.

1. FINANCIAL PERFORMANCE

Your Company''s financial performance during the year is summarized below:

(Amount in Lakhs)

Particulars	Financial Year Ended 31st March, 2025	Financial Year Ended 31st March, 2024
Revenue from operations	2287.474	2735.171
Other Income	19.558	10.498
Total Income	2307.031	2745.669
Less: Expenditure	2508.400	2514.667
Earnings before Interest, Tax, Depreciation and amortization (EBITDA)	-201.369	230.999
Less: Finance Cost	88.713	112.906
Depreciation	79.042	96.353
Profit/(Loss) Before Tax	-369.124	21.740
Less: Tax Expense
Current Tax	-	-28.316
Deferred Tax Credit	48.816	39.330
Tax Expenses Related to Prior Period	9.726	0
Net Profit/(Loss) After Tax	-310.582	32.757
Profit (Loss) From Discontinued Operation Before Tax	-	-94.170
Less: Tax Expenses of Discontinued Operations	-	0
Net Profit (Loss) From Discontinued Operation After Tax	-	-94.170
Net Profit (Loss) After Tax	-310.582	-61.413
Total Comprehensive Income	-310.804	-60.612
Paid up Capital	1453.440	1034.400
Reserve & Surplus	40.990	85.704

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting
Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section
133 and other relevant provisions of the Companies Act, 2013.

2. PERFOMANCE, PROSPECTS AND OUTLOOK

During the financial year ending 31st March 2025, the following key financial developments were observed;

> Net Revenue from Operations: During the financial year 2024-25, the Company achieved a standalone net
revenue of Rs. 2,287.47 Lakhs, marking a decline of 16.37% from Rs. 2,735.17 Lakhs reported in the
preceding year

> Net Loss after tax: The Company incurred a net loss of Rs. 310.58 Lakhs for the financial year 2024-25,
contrasting with the net loss of Rs. 61.41 Lakhs reported in the previous financial year.

> Total Comprehensive Income: Total Comprehensive income is Rs. -310.80 Lakhs for the financial year 2024¬
25, as against Rs. -60.61 Lakhs in the previous financial year.

> Earnings per Share (EPS):Earnings per Share (EPS) of the Company is Rs.-0.582 comparing to Earning per
Share (EPS) of the Company of Rs. -0.117 of previous financial year.

For more details, please refer to the Management Discussion and Analysis Report (MDAR), forming part of this
Report in "Annexure-I", which, inter-alia, deals adequately with the operations as well as the current and future
outlook of the Company.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate and joint venture Company within the meaning of Section
2(87) and 2(6) of the Companies Act, 2013. Consequently, details of financial performance related to such
entities are not applicable and have not been furnished.

4. CHANGES IN CAPITAL STRUCTURE

During the year under review, pursuant to the approval of the members by way of an Ordinary Resolution
passed at the Extra-Ordinary General Meeting held on 13th February, 2025, your Company increased its
Authorised Share Capital from Rs. 12,50,00,000 (Rupees Twelve Crores Fifty Lakhs only) to Rs. 15,00,00,000
(Rupees Fifteen Crores only), divided into 7,50,00,000 (Seven Crores Fifty Lakhs) equity shares of Rs. 2 (Rupees
Two only) each, by the creation of an additional 1,25,00,000 (One Crore Twenty Five Lakhs) equity shares of Rs.
2 (Rupees Two only) each.

Further, with the approval of the members in the said Extra-Ordinary General Meeting, the Company offered,
issued, and allotted 2,09,52,000 (Two Crores Nine Lakhs Fifty Two Thousand) equity shares at a price of Rs. 3.27
(Rupees Three and Twenty-Seven Paise only) per equity share, by way of a preferential issue, in the Board
meeting held on 3rd March, 2025, in compliance with the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 and the Companies Act, 2013. The shares so allotted
rank pari-passu in all respects with the existing equity shares of the Company.

Consequent to the said allotment, the Paid-up Share Capital of the Company increased from Rs. 10,34,40,000
(Rupees Ten Crores Thirty Four Lakhs Forty Thousand only), consisting of 5,17,20,000 (Five Crores Seventeen
Lakhs Twenty Thousand) equity shares of Rs. 2 (Rupees Two only) each, to Rs. 14,53,44,000 (Rupees Fourteen
Crores Fifty Three Lakhs Forty Four Thousand only), consisting of 7,26,72,000 (Seven Crores Twenty Six Lakhs
Seventy Two Thousand) equity shares of Rs. 2 (Rupees Two only) each.

Pursuant to the above changes, the capital structure of the Company as on 31st March, 2025, is as under:

> Authorised Share Capital: Rs. 15,00,00,000 (Rupees Fifteen Crores only), divided into 7,50,00,000 (Seven
Crores Fifty Lakhs) equity shares of Rs. 2 (Rupees Two only) each.

> Issued, Subscribed and Paid-up Share Capital: Rs. 14,53,44,000 (Rupees Fourteen Crores Fifty Three Lakhs
Forty Four Thousand only), consisting of 7,26,72,000 (Seven Crores Twenty Six Lakhs Seventy Two
Thousand) equity shares of Rs. 2 (Rupees Two only) each.

Additionally, the Company has not bought back any of its securities or issued any Sweat Equity Shares or
provided any Stock Option Scheme to the employees.

5. TRANSFER TO RESERVE & SURPLUS

The Company does not propose to transfer any amount to general reserves and entire loss for the year forms
part of retained earnings.

6. DIVIDEND

In view of the financial performance of the Company for the financial year ended 31st March, 2025, wherein the
Company has incurred a net loss, the Board of Directors has deemed it prudent not to recommend any dividend
for the year under review. This decision has been taken with a view to conserve the Company''s reserves and
maintain financial stability to support future operational and strategic requirements.

Further, pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the top 1,000 listed entities based on market capitalization are required to formulate a Dividend
Distribution Policy. Since the Company does not fall within the ambit of the said regulation, the requirement to
adopt and disclose a Dividend Distribution Policy is not applicable.

7. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND & SHARE APPLICATION MONEY TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

During the financial year under review, there were no funds/shares which were required to be transferred to
Investor Education and Protection Fund (IEPF) by the Company.

There remains unclaimed dividend pertaining to the Final Dividend declared for FY 2018-19 from one
shareholder. The Company in compliance with Section 124 of Companies Act, 2013 has transferred to the
Unpaid Dividend Account the following amount:

Sr. No.	Type of Dividend and year	Amount (In Rs.)	Year in which it will get transferred to IEPF
01.	Final Dividend 2018-19	480/-	October, 2026

Reminders are sent regularly to the Shareholder who have not claimed the dividend amount. Pursuant to the
Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rules"), dividends that are unpaid or unclaimed for a period of 7 (seven) years from the date
of their transfer are required to be transferred by the Company to the IEPF within thirty days from the due date
for transfer of unpaid dividend, administered by the Central Government.

8. TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION PROTECTION FUND AUTHORITY (IEPFA)

In terms of Section 124(6) of the Act read with Rule 6 of the IEPFA (Accounting, Audit, Transfer and Refund)
Rules, 2016 (as amended from time to time), shares on which dividend has not been paid or claimed by a
shareholder for a period of 7 (seven) consecutive years or more shall be transferred to the Demat Account of
IEPFA within a period of thirty days of such shares become due for transfer. Upon transfer of such shares, all
benefits (like dividend, bonus, split, consolidation etc.), if any, accruing on such shares shall also be transferred
to demat/bank Account of IEPF and the voting rights on such shares shall remain frozen till the rightful owner
claims the shares.

During the year under review, the Company was not required to transfer any equity shares.

9. DETAILS OF NODAL OFFICER

The details of the nodal officer appointed by the Company under the provisions of IEPF is given below and the
same is disseminated on the website of the Company www.shashijitinfraprojects.com.

Name of the Company Secretary designated as Nodal Officer	Neha Mewara
Direct Phone No.	0260-2432963
Email ID	[email protected]
Address	Plot No. 209, Shop No. 23, 2nd Floor, Girnar Khushboo Plaza, GIDC, Vapi-396195, Gujarat, India.

10. PUBLIC DEPOSITS

Your Company has not invited or accepted anydeposits within the meaning of Sections 73 and 74 of the Act
read with the Companies (Acceptanceof Deposits) Rules, 2014 (including any statutory modification(s) or re¬
enactments) thereof for the time being in force), from public during the year under review. Therefore, no
amount of principal or interest was outstanding, as on the balance sheet closure date.

11. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the
Company''s financial position have occurred between the end of the financial year of the Company and date of
this report.

12. CHANGE IN THE NATURE OF BUSINESS

There was no change in the core nature of the Company''s business during the year under review. The Company
continues to be engaged in Civil Project Management and is actively involved in the construction, design,
procurement, and development of Industrial, Commercial, Residential, Public Utility Buildings, and
Infrastructure Development Projects.

13. POSTAL BALLOT

During the year under review, the Board of Directors has not sought any approval of the shareholders of the
Company through Postal Ballot process pursuant to the provisions of Sections 108 & 110 of the Act read with
Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44
of the Listing Regulations.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS & COMPANY''S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company''s operations in future.

15. PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not employ child labour, forced labour or involuntary Labour. The Company has a Policy on
Prevention of Sexual Harassment at Workplace in accordance with the statutory requirements of The Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at
prevention of harassment of women and lays down the guidelines for identification, reporting and prevention
of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of
complaints related to sexual harassment as per the guidelines provided in the policy. All women employees
(permanent, temporary, contractual and trainees) are covered under this policy. The policy has been circulated
amongst the employees of the Company and the same is exhibited on the notice board of all the business
locations/divisions of the Company. During the year under review, the Company has not received any
complaint.

The details of complaints received and resolved during the year are as follows:

1.	No. of complaints of sexual harassment receivedin the Financial Year	--
2.	No. of complaints disposed ofduring the Financial Year	--
3.	No. of cases pending for more than 90 days	--

16. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all employees.
The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all benefits and
protections under the Act to eligible employees. Adequate internal policies and procedures are in place to
uphold the rights and welfare of women employees in accordance with the applicable laws.

17. HUMAN RESOURCES:

The Company considers its employees as most important resources and asset. The Company follows a policy of
building strong teams of talented professionals. The Company continues to build on its capabilities in getting
the right talent to support different products and geographies and is taking effective steps to retain the talent.
It has built an open, transparent and meritocratic culture to nurture this asset. The Company ensures that safe
working conditions are provided in the offices of the Company.

The Company has kept a sharp focus on Employee Engagement. The Company''s Human Resources is
commensurate with the size, nature and operations of the Company. The overall industrial relations in the
Company have been cordial.

Following is details of number of employees in Company as on closure of financial year:

Sr. No.	Category	No. of Employees
01	Male	37
02	Female	07
03	Transgender	-

18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report is not
applicable to the Company for the year under review.

19. CLASSES OF SHARES

As on date, the Company has a single class of share capital comprising Equity Shares with a face value of ^2
each.

20. BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

As on March 31, 2025, the Board of Directors comprises 6 (six) members, including 3 (three) Executive
Directors and 3 (three) Non-Executive Independent Directors. The composition is in compliance with
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section
149 of the Companies Act, 2013, thereby meeting the prescribed corporate governance norms.

B. Change in office of Directors and Key Managerial Personnel of the Company during the year and details
of Directors seeking re-appointment at 18^th Annual General Meeting

During the financial year 2024-25, the following changes occurred in the composition of the Board of
Directors and Key Managerial Personnel of the Company:

1. Appointments and Re-appointments:

At the 17th Annual General Meeting held on 28th September 2024, the shareholders approved the re¬
appointment of the following Directors for a term of three (3) years, effective from 28th August 2024
to 27th August 2027:

> Mr.Ajit Jain (DIN: 01846992) as Chairman & Managing Director

> Mrs. Shashi Jain (DIN: 01847023) as Whole-time Director

> Mrs.Aakruti Jain (DIN: 02591552) as Whole-time Director

On the recommendation of the Nomination and Remuneration Committee, the Board appointed
Mr.Chintan Shah (DIN: 10684879) as an Additional Independent Director with effect from 6th July
2024.His appointment was subsequently regularized at the 17th Annual General Meeting as an
Independent Director for a term of five (5) years, i.e., from 6th July 2024 to 5th July 2029.

2. Resignations:

Mr.Prabhat Gupta resigned from the position of Independent Director with effect from 20th June
2024.

There were no other changes in the composition of the Board of Directors or Key Managerial Personnel
during the year under review.

C. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles
of Association of the Company, Mr. Ajit Jain (DIN: 01846992) as Chairman and Managing Director of the
Company, being longest in the office from the date of his last re-appointment shall retire by rotation at the
ensuing 18th AGM and being eligible, has offered himself for re-appointment. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his
reappointment.

A brief resume of the Directors proposed to be re-appointed, their expertise in specific functional areas,
name of companies in which they hold directorships, Committee membership(s)/Chairmanship(s),
shareholding, wherever applicable, etc. as stipulated under Secretarial Standard-2 issued by ICSI and
Regulation 36(3) of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

D. Key Managerial Personnel (KMP''s):

Pursuant to the provisions of Section 203 and Section 2(51) of the Companies Act, 2013, the following
officials continued to serve as Key Managerial Personnel (KMP) of the Company during the financial year:

> Mr. Ishwar Patil - Chief Financial Officer (CFO)

> Mr. Manthan Shah - Company Secretary and Compliance Officer

There was no change in the Key Managerial Personnel during the year under review. However, subsequent
to the closure of the financial year, Mr. Manthan Shah resigned from the position of Company Secretary &
Compliance Officer with effect from 31st August, 2025. Further, Company has appointed Mrs. Neha
Mewara as Company Secretary and Compliance Officer with effect from 3^rd September, 2025.

E. Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated Nomination and Remuneration Policy,
which details the criteria for determining qualifications, positive attributes and independence of Directors
in terms of provisions of Section 178(3) of the Act and the Listing Regulations. The policy forms part of this
Annual Report in Corporate Governance Report section. The Nomination and Remuneration Policy is
available on the website of the Company at the link https://shashijitinfraprojects.com/corporate-policies/.

F. Declaration by Independent Directors

The Independent Directors of the Company have given the following declaration and confirmation;

(i) A declaration as required under Section 149(7) of the Companies Act, 2013 and under the LODR
Regulations;

(ii) Confirmation that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties as an
Independent Director of the Company with an objective independent judgment and without any
external influence.

(iii) A declaration that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, with respect to their registration with the data bank of
independent directors maintained by the Indian Institute of Corporate Affairs.

The Board of Directors of the Companyhave taken on record the declarations andconfirmation submitted
by the IndependentDirectors after undertaking due assessment ofthe veracity of the same.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors)
Rules, 2014.

In the opinion of the Board, Independent Directors ofthe Company possess requisite integrity, expertise
andexperience for acting as an Independent Director of theCompany.

G. Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Mr. Nitesh P. Shah, Practicing Company Secretary,
Ahmedabad, has certified that none of the Directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India
(SEBI), the Ministry of Corporate Affairs (MCA), or any other statutory authority.

The said certificate forms part of this Annual Report and is annexed herewith as Annexure-VII.

H. Number of Meetings of the Board of Directors

During the year under review, the Board of Directors met 9 (Nine) times as mentioned below:

Sr. No.	Date of Meetings	Sr. No.	Date of Meetings
01	30/05/2024	02	05/07/2024
03	10/08/2024	04	26/08/2024
05	14/11/2024	06	01/12/2024

07	17/01/2025	08	14/02/2025
09	03/03/2025

The time gap between any two consecutive meetings was in accordance with the provisions of the
Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Prior to each meeting, the Board was provided with the requisite information as specified by the Listing
Regulations. Further details regarding the Board meetings and the attendance of Directors are provided in
the Corporate Governance Report, which forms an integral part of this Annual Report.

I. Meeting of Independent Directors

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the Listing Regulations,
separate Meetings of the Independent Directors of the Company was held on 3^rd March, 2025, without the
presence of Non-Independent Directors and members of the management, to inter alia review the
performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson
of the Company, performance of non-independent directors, the Board as a whole. Further, Chairman of
the Company was evaluated, taking into account the views of executive directors and non-executive
directors. All Independent Directors were present at the meeting.

J. Statutory Committees of the Board

The Board of Company has constituted the following Committees to focus on specific areas and take
informed decisions in the best interests of the Company within authority delegated to each of the
Committees:

(a) Audit Committee,

(b) Nomination and Remuneration Committee,

(c) Stakeholders'' Relationship Committee.

Details regarding the composition of these Committees, their respective terms of reference, number of
meetings held during the financial year 2024-25, and the attendance of Committee members are provided
in the Corporate Governance Report, annexed as Annexure IV to this Annual Report

K. Annual Evaluation of Performance of the Board, its Committees and of individual Directors

The Nomination and Remuneration Committee of the Board has established a Performance Evaluation
Framework for assessing the performance of the Board as a whole, its Committees, and individual
Directors.

In line with this framework, the Independent Directors, during their meeting held on 28th March 2024,
reviewed and evaluated the performance of the Board, the Chairman of the Board, and the non¬
independent Directors. Subsequently, the Board conducted an evaluation of its own performance, the
performance of its Committees, and the performance of the Independent Directors, excluding the
concerned Directors from the evaluation process.

The Nomination and Remuneration Committee further carried out an evaluation of each Director''s
performance. The evaluation of the Board as a whole and individual Directors was based on the criteria and
framework adopted by the Board, taking into account various performance parameters.

L. Directors'' Responsibility Statement

In accordance with Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm
to the best of their knowledge and belief that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed
and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements
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 and loss of the Company for that
period;

c) They 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) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

21. AUDITORS

A. Statutory Auditors

Pursuant to Section 139(1) of the Companies Act, 2013 M/s Kakaria and Associates LLP, Chartered
Accountants (FRN: 104558W/W100601) were appointed as the Statutory Auditors of the Company at 15^th
Annual General Meeting of the Company to hold office for a term of 5 (five) years until the conclusion of
20^th Annual General Meeting of the Company to be held in the calendar year 2027.

Pursuant to the amendment to Section 139 of the Companies Act, 2013, by the Companies (Amendment)
Act, 2017, effective from 7th May 2018, the requirement for seeking ratification of the members for the
appointment of Statutory Auditors has been removed. Therefore, no resolution is being sought for the
ratification of the Statutory Auditors'' re-appointment at the ensuing Annual General Meeting.

The Statutory Auditors has provided their eligibility certificate confirming their non-disqualification to
continue as statutory auditor of the Company under Section 141 of the Act. Further, as required under the
relevant provisions of Listing Regulations, the Statutory Auditors has also confirmed that they have
subjected themselves to the peer review process of the Institute of Chartered Accountants of India ("ICAI")
and they hold a valid certificate issued by the Peer Review Board of ICAI.

Independent Audit Report for the financial year 2024-25 submitted by the Statutory Auditor in the
prescribed forms part of this Annual Report. Some of the observation of the Statutory Auditors in their
report read with relevant notes to the accounts are self-explanatory and therefore does not require any
further explanations while few observation of the Statutory Auditors requires further explanations. The
Statutory Auditors Report on the financial statements of the Company for the financial year ended 31^st
March, 2025 does not contain any qualifications, reservations or adverse remarks.

Board''s comment on the observation in Independent Audit Report

i. As referred under Clause vii (a) of Annexure B of Auditors Report on Standalone Financial
Statements:

Principal amounts pertaining to income tax demands for A.Y. 2011-12 and A.Y. 2017-18 have been
duly paid subsequent to the closure of the financial year, while the corresponding interest amounts
are still pending for payment and are under process. With respect to TDS dues, the Company has
already cleared a major portion of the amounts relating to Q1 and Q3 of A.Y. 2025-26, and the
balance is in the process of being settled. Further, the amount reported for Q4 of A.Y. 2021-22 was
only due to an accounting error, and no liability exists in this regard. The delay in compliance was
primarily due to a technical issue and administrative errors within our organization. We are actively
taking corrective measures to ensure full and timely compliance with all tax regulations going
forward.

ii. As referred under Clause ix (a) of Annexure B of Auditors Report on Standalone Financial
Statements:

The Board clarifies that the delay in EMI payments was temporary and primarily attributable to
short-term liquidity constraints arising from business slowdown and working capital mismatches.
The Company has since regularized all overdue payments.

iii. As referred under Clause j (VI) of Auditors Report on Standalone Financial Statements: the Company
had duly enabled the audit trail feature in its accounting software and the same was operative
during the year for all transactions; however, due to a technical issue in the software, the feature
was not enabled at the database level for direct data changes in the general ledger. This is a
technical issue of the software and not a lapse on the part of the Company. Importantly, there has
been full compliance with the statutory requirement, no instances of tampering with the audit trail
were observed during the audit, and all records have been duly preserved in accordance with law.

B. Secretarial Auditor

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications
or re-enactments thereof), the Company appointed Mr. Nitesh P. Shah, Practicing Company Secretary (M.
No. 35681, COP No. 13222), having Peer Review Certificate No. 6607/2025 to conduct the Secretarial Audit
for the financial year 2024-25.

Accordingly, he has conducted Secretarial Audit for the Financial Year 2024-25 and Secretarial Audit Report
in Form MR-3 is enclosed herewith as "Annexure-III". Pursuant to provisions of Regulation 24A of Listing
Regulations, the Secretarial Auditor have also issued Annual Secretarial Compliance Report for the F.Y.
2024-25.

Mr. Nitesh P. Shah, Practicing Company Secretary, has provided his written consent to act as the Secretarial
Auditor of the Company and has also submitted an eligibility certificate confirming that he is not
disqualified from being appointed as Secretarial Auditor under the provisions of the Companies Act, 2013,
the rules made thereunder, and the SEBI Listing Regulations.

In compliance with the Listing Regulations, and based on the recommendation of the Audit Committee, the
Board has proposed the appointment of Mr. Nitesh P. Shah as the Secretarial Auditor of the Company for a
term of five consecutive financial years, commencing from April 1, 2025 to March 31, 2030.

A resolution seeking approval of the shareholders for his appointment forms part of the Notice of the 18th
Annual General Meeting of the Company under Item No. 3.

Secretarial Auditors'' observations in Secretarial Audit Report

The remarks given by the Secretarial Auditors are as under;

1. The Company has filed E-Form MSME for the half year ended 31st March, 2024, after the due date,
pursuant to the Specified Companies (Furnishing of Information about payment to Micro and Small
Enterprise Suppliers) Order, 2019.

2. The Company has filed E-Form MSME for the half year ended 30th September, 2024, after the due
date, pursuant to the Specified Companies (Furnishing of Information about payment to Micro and
Small Enterprise Suppliers) Order, 2019.

3. The Company did not submit the Financial Results for the Quarter and Year ended on 31st March,
2024 to the Stock Exchange (BSE Limited) within 60 days from the end of the Financial Year in terms of
Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board''s comment on the observation

With respect to the 1st and 2nd remarks, the delay in filing Form MSME was primarily due to the
reconciliation of outstanding payments to Micro and Small Enterprises, which was necessary to ensure
accuracy of the disclosures. The Company has since strengthened its internal systems and processes to
avoid such delays in the future and remains committed to ensuring timely compliance with all applicable
statutory requirements.

With respect to the 3rd remark, the Company respectfully submits that it had complied with the
requirements of Regulation 33 of SEBI (LODR) Regulations, 2015. However, as part of the process, the
Company has deposited the fine levied by BSE Limited and has subsequently applied through the BSE Listing
Centre for a waiver of the same. The application is presently under consideration as on the date of this
Report.

C. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the
Board of Directors of the Company has appointed M/s Rahul kala & Associates, Chartered Accountants, as
the Internal Auditors to conduct the Internal Audit of the Company. The Internal Auditors reports directly
to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as
the adequacy and effectiveness of the internal control measures.

D. Cost Auditor

The provisions relating to the maintenance of cost records and the requirement of cost audit under Section
148(1) of the Companies Act, 2013, are not applicable to the Company, as the business activities
undertaken do not fall within the prescribed criteria.

22. REPORTING OF FRAUDS

There were no instances of fraud during the year under review that required reporting to the Audit Committee
and/or the Board under Section 143(12) of the Companies Act, 2013, and the Rules framed thereunder.

23. COMPANY''S POLICIES

A. Nomination and Remuneration Policy

In accordance with the provisions of Section 178(3) of the Companies Act, 2013, the Company has
established a Nomination and Remuneration Policy. This policy outlines the criteria for determining the
qualifications, competencies, positive attributes, and independence required for the appointment of
Directors (both Executive and Non-Executive). It also highlights the remuneration structure for Directors,
Key Managerial Personnel, and other employees, ensuring compliance with the matters specified in Section
178(4) of the Act.

The salient features of the Nomination and Remuneration Policy are detailed in the Corporate Governance
Report, which forms part of this Annual Report as "Annexure-IV". The Policy is also available on the
Company''s website at https://shashijitinfraprojects.com/corporate-policies/.

B. Vigil Mechanism/Whistle Blower Policy

Your Company is committed to maintaining the highest standards of professionalism, honesty, integrity and
ethical behaviour and legal business conduct. In alignment with this commitment, the Company has
adopted a Whistle Blower Policy and Vigil Mechanism in compliance with the provisions of Section 177(9)
of the Companies Act, 2013 and the applicable rules thereunder and regulation 22 of the Listing
Regulations.

This mechanism provides a formal framework for directors, employees and other persons to report
concerns about suspected unethical behaviour, malpractice, abuse, or other instances of wrongdoing
within the company. It also ensures adequate safeguards to protect whistleblowers from any form of
retaliation or victimisation for raising such concerns in good faith.

During the Financial Year under review, no whistle blower event was reported and mechanism is
functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The said
policy is available on the website of the Company at https://shashijitinfraprojects.com/corporate-policies/.

C. Corporate Social Responsibility Policy

In accordance with the provisions of Section 135(1) of the Companies Act, 2013, the requirements relating
to Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year 2024-25.
As a result, the Company is not required to constitute a CSR Committee or formulate a CSR Policy for the
said financial year.

D. Risk Management Policy

The Company has established a comprehensive and well-defined risk management process. This process
includes the identification, analysis, and assessment of various risks, as well as the measurement of their
probable impact. The formulation and implementation of risk mitigation strategies are carried out in a
structured manner. While it is acknowledged that risks associated with business operations cannot be
entirely eliminated, the Company endeavors to minimize their impact on its operations. To support this,
necessary internal control systems have been implemented across various activities to ensure that business
operations are aligned with the organizational objectives and that resources are utilized efficiently.

E. Policy On Preservation of The Documents

In accordance with Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Regulations"), the Company has formulated a Policy on the
Preservation of Documents. This Policy is intended to ensure the safekeeping of records, protect
documents from mishandling, and prevent the accumulation of unnecessary or redundant documents.

F. Corporate Policy

The policy is in line with the provisions of the Act and the Listing Regulations is available on the website of
the Company at the link i.e. https://shashijitinfraprojects.com/corporate-policies/.

Your Board seeks to promote and follow the highest level of ethical standards in all our business
transactions guided by our value system. Listing Regulations mandate the formulation of certain policies for
all listed companies. The corporate governance policies are available on the Company''s website, at
https://shashijitinfraprojects.com/corporate-policies/. The policies are reviewed periodically by the Board
and updated as needed.

24. OTHER MATTER

A. Internal Financial Controls

The Company maintains a robust internal financial control system to ensure the orderly and efficient
conduct of its business operations. These encompass adherence to internal policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the
timely preparation of accurate financial information.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal control systems and
provides recommendations for their continuous improvement.

Additionally, the Statutory Auditors have reviewed the Internal Controls over Financial Reporting as of
March 31, 2025, and their report on this matter is included in the Independent Auditor''s Report.

B. Particulars of loans, guarantees or investments

Details of investments made by the Company are disclosed in Note No. 7 of the Notes to the Standalone
Financial Statements.

The Company has not provided any guarantees or securities, nor has it granted any loans or advances in the
nature of loans to any firms or companies in which the Directors are interested, as covered under Section
186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

C. Any revision made in financial statements of board''s report

The Company has not revised the Financial Statements or Board''s Report in respect of any of the three
preceding Financial Years.

D. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Companies Act, 2013, the
Company has framed and adopted a Code of Conduct for Directors and Senior Management Personnel.
This Code provides guidance on ethical business conduct and legal compliance.

As of 31st March 2025, all individuals covered under the Code have affirmed their compliance for the year
under review. A declaration confirming compliance with the Company''s Code of Conduct for the financial
year ended 31st March 2025, as required under the SEBI Listing Regulations, has been signed by the
Managing Director and forms part of the Corporate Governance Report.

The Code of Conduct is available on the Company''s website at
https://shashijitinfraprojects.com/corporate-policies/.

E. Extracts of Annual Return

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read
with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company in Form MGT-7 for the financial year ended 31st March 2024 is available on the Company''s
website and can be accessed at: https://shashijitinfraprojects.com/annual-reports/

Further, the Annual Return in Form MGT-7 for the financial year 2024-25 will be made available on the
same website after filing with the Registrar of Companies, post the conclusion of the ensuing 18th Annual
General Meeting, as required under the applicable provisions of the Companies Act, 2013.

F. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report, and is
attached herewith as "Annexure-I".

G. Related Party Transactions

All related party transactions conducted during the financial year were in the ordinary course of business
and on an arm''s length basis, in accordance with the provisions of the Companies Act, 2013. In compliance
with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations"), the Audit Committee''s approval was obtained for all related
party transactions.

During the year under review, there were no materially significant related party transactions that could
potentially conflict with the interests of the Company. A statement of all related party transactions is
presented to the Audit Committee on a quarterly basis, detailing the nature, value, and terms and
conditions of each transaction. Since all related party transactions were on an arm''s length basis and in the
ordinary course of business, no further details are required to be provided in Form AOC-2, as prescribed
under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,
2014.

Details of related party transactions, as per Indian Accounting Standards (IND AS), are included in the Notes
to the Standalone Financial Statements of the Company.

In line with the Listing Regulations, the Company has also adopted a Policy on Materiality and Dealing with
Related Party Transactions. This policy is available on the Company''s website at
https://shashijitinfraprojects.com/annual-reports/.

H. Corporate Governance

The Company is dedicated to upholding the highest standards of Corporate Governance and adheres to the
requirements set forth by SEBI. The Report on Corporate Governance, as mandated under Regulation 34(3)
read with Schedule V of the Listing Regulations, is included as part of this Annual Report.

Additionally, in accordance with Regulation 17(8) of the Listing Regulations, a certificate from the Managing
Director and Chief Financial Officer is annexed to this Report.

I. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:
i. Conservation of Energy;

I	the steps taken or impact on conservation of energy;	The Company has continued its commitment to energy conservation throughout the year. Efforts to monitor and manage power consumption and running hours on a daily basis have been actively pursued. These measures have led to the optimal utilization of energy resources, contributing to improved efficiency and reduced energy expenditure.
Ii	the steps taken by the company for utilizing alternate sources of energy;	NIL
Iii	the capital investment on energy conservation equipment;	NIL

ii. Technology Absorption:

I	the efforts made towards technology absorption;	The Company did not absorb any technology during the year.
Ii	the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL

	Iii	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported; b) the year of import; c) whether the technology been fully absorbed; d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
	Iv	Expenditure incurred on Research and Development.	NIL

iii. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year:	NIL
The Foreign Exchange outgo during the year in terms of actual outflows:	NIL

J. Particulars of Remuneration details of Directors, Key Managerial Personnel and Employees:

The remuneration details of Directors and Key Managerial Personnel have been provided in accordance
with the Nomination and Remuneration Policy, which is formulated in compliance with Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The remuneration details, including the ratio of remuneration of each Director and Key Managerial
Personnel to the median remuneration of employees, 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, are presented in the Annual Report as "Annexure-II". This annexure also includes the names
and remuneration details of the top ten employees in terms of remuneration drawn, as per Section 197(12)
of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

K. Implementation of corporate action:

During the year under review, the Company has complied with the specified time limit for implementation
of Corporate Actions.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India ("ICSI"). This includes adherence to Secretarial Standard-1 ("SS-
1") relating to ''Meetings of the Board of Directors'' and Secretarial Standard-2 ("SS-2") relating to ''General
Meetings''.

26. LOAN FROM DIRECTORS/RELATIVE OF DIRECTORS:

During the year under review, the Company accepted interest-free unsecured loans from Directors and
subsequently repaid these loans, in accordance with Rule 2(1)(c)(viii) of the Companies (Acceptance of

Deposits) Rules, 2014. Declarations regarding the source of funds were obtained pursuant to Rule 2(c)(viii) of
the Companies (Acceptance of Deposits) Rules, 2014, at the time the loans were received.

A summary of the loans is provided below_:

Particulars	Ajit Jain (CMD)	Shashi Jain (WTD)	Aakruti Jain (WTD)	Total
Balance as on 01/04/2024	1,47,63,863	45,01,000	6,59,000	1,99,23,863
Loan taken during the year	1,81,79,812	38,38,000	7,18,000	2,27,35,812
Loan repaid during the year	1,01,24,812	48,10,000	13,77,000	1,63,11,812
Balance as on 31/03/2025	2,28,18,863	35,29,000	-	2,63,47,863

27. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Companies Act, 2013 ("Act") and Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization
programme for the Independent Directors to familiarize them with their role, rights, and responsibility as
Directors, the working of the Company, nature of the industry in which the Company operates, business model
etc. The details of such familiarization programmes imparted to Independent Directors are posted on the
website of the Company at https://shashijitinfraprojects.com/familiarisation-programme-id/.

28. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE
INFORMATION

The Board has established a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information ("Fair Disclosure Code"). This code is designed to ensure fair disclosure of events and occurrences
that could affect the price discovery of the Company''s securities. It aims to maintain uniformity, transparency,
and fairness in dealings with all stakeholders while ensuring compliance with applicable laws and regulations.

The copy of the same is available on the website of the Company at
https://shashijitinfraprojects.com/corporate-policies/

29. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 and amendments thereto, the Company has inplace a Code of Conduct to regulate, monitor
and report trading by Insider for prohibition of Insider Trading in the shares of the Company. The code inter alia
prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while
in possession of Unpublished Price Sensitive Information in relation to the Company and during the period
when the trading window is closed. This code outlines the guidelines and procedures to be followed, along with
the necessary disclosures to be made by insiders when dealing with the Company''s shares. It also highlights the
consequences of non-compliance.

The copy of the same is available on the website of the Company at
https://shashijitinfraprojects.com/corporate-policies/

30. LISTING OF SHARES

The equity shares of the Company are listed on BSE Ltd. (BSE). The listing fee for the financial year 2024-25 has
been duly paid to the Stock Exchange.

31. HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company is pleased to report that, during the year under review, industrial relations were maintained in a
cordial and harmonious manner.

32. CFO/CEO CERTIFICATION

In compliance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the CFO/CEO certification on the financial statements for the financial year ended 31st March 2025 is
annexed to this Annual Report as Annexure-V.

33. REPORTING ON SUSTAINABILITY

We are committed to enhancing our sustainability policies and practices. To ensure transparent communication
of our sustainability efforts to all stakeholders, we leverage technology and foster effective communication and
transparency.

34. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions during the year under review:

1. The Company has not issued any debentures, warrants, bonds, sweat equity shares, any shares with
differential rights or any convertible & nonconvertible securities during the year under review.

2. No application has been made, nor is any proceeding pending, under the Insolvency and Bankruptcy Code,
2016, during the year. Therefore, disclosure of details regarding any application or proceeding under the
Insolvency and Bankruptcy Code, 2016, including their status at the end of the financial year, is not
applicable.

3. The Company has not undertaken any one-time settlement; hence, there is no requirement to disclose
details of any difference between the valuation done at the time of one-time settlement and the valuation
done for loans from Banks or Financial Institutions.

4. Other disclosures with respect to Board''s Report as required under the Companies Act, 2013 read with the
Rules notified thereunder and the Listing Regulations are either Nil or Not Applicable

35. ACKNOWLEDGEMENTS

Your Directors extend their sincere appreciation for the unwavering commitment and performance exhibited by
employees at all levels, particularly during the challenging conditions of the year under review. The dedication
and relentless efforts of our employees have significantly contributed to our growth trajectory. The Board also
expresses gratitude to our customers, shareholders, suppliers, vendors, bankers, business associates, and
regulatory and government authorities for their continued support and trust.

For and on behalf of the Board of Directors
ShashijitInfraprojects Limited

Sd/-
(Ajit Jain)

Place:Vapi Chairman and Managing Director

Dated: 3^rd September, 2025 DIN: 01846992

---

Mar 31, 2024

Your Directors have the pleasure of presenting the 17^th Annual Report of the Company, encompassing the business and operational performance for the financial year ended 31st March 2024. This report, together with the Audited Financial Statements, provides a comprehensive overview of the Company''s performance, including significant developments and financial results.

1. FINANCIAL PERFOMANCE

Your Company''s financial performance during the year is summarized below:

(Amount in Lakhs)
Particulars	Financial Year Ended 31st March, 2024	Financial Year Ended 31st March, 2023
Revenue from operations	2735.171	3534.012
Other Income	10.498	15.715
Total Income	2745.669	3549.728
Less: Expenditure	" 2514.667	3289.523
Earnings before Interest, Tax, Depreciation and amortization (EBITDA)	230.999	260.205
Less: Finance Cost	112.906	110.642
Depreciation	96.353	81.547
Profit/(Loss) Before Tax	21.740	68.016
Less: Tax Expense
Current Tax	-28.316	-
Deferred Tax Credit	39.330	-16.918
Tax Expenses Related to Prior Period	0	-6.024
Net Profit/(Loss) After Tax	32.757	45.074
Profit (Loss) From Discontinued Operation Before Tax	-94.170	0
Less: Tax Expenses of Discontinued Operations	0	0
Net Profit (Loss) From Discontinued Operation After Tax	-94.170	0
Total Comprehensive Income	-61.413	47.197
Paid up Capital	1034.4	1034.4
Reserve & Surplus	6 85.7 |	-146.32

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

2. PERFOMANCE, PROSPECTS AND OUTLOOK

During the financial year ending 31st March 2024, the following key financial developments were observed;

> Net Revenue from Operations: The Company recorded standalone net revenue of Rs. 2735.17 Lakhs for the financial year 2023-24, reflecting a 22.60% decrease compared to Rs. 3534.01 Lakhs in the previous financial year.

> Net Profit (Before Discontinued Operation): The Company achieved a net profit of Rs. 32.78 Lakhs for the financial year 2023-24, a decrease from the net profit of Rs. 45.07 Lakhs in the previous financial year.

> Net Loss (After Discontinued Operation): The Company incurred a net loss of Rs. 61.41 Lakhs for the financial year 2023-24, contrasting with the net profit of Rs. 45.07 Lakhs reported in the previous financial year.

> Total Comprehensive Income: Total Comprehensive income is Rs. -60.61 Lakhs for the financial year ended 31st March, 2024 as against Rs. 47.20 Lakhs in the previous financial year.

> Earnings per Share (EPS): Earnings per Share (EPS) of the Company is Rs. -0.117 comparing to Earning per Share (EPS) of the Company of Rs. 0.091 of previous financial year.

Impact of Vapi Nagar Palika Matter:

During the year under review, the Company faced significant operational challenges due to a matter with Vapi Nagar Palika. Despite our relentless efforts to resolve this issue, Vapi Nagar Palika has coerced us into halting all business operations within the premises of the lake property. Despite numerous attempts to seek clarification and express our concerns through written communication, we have not received any response or acknowledgment from Vapi Nagar Palika.

We have dispatched several written communications seeking clearance of pending issues and clarification on the matter. Unfortunately, no response has been received, leaving us in a state of uncertainty and legal limbo. It is important to note that the decision to cease business activities at the leased property is being imposed upon us by Vapi Nagar Palika. This forced cessation is considered illegal and constitutes a serious breach of the lease agreement by Vapi Nagar Palika.

In light of this situation, the Company is exploring all available legal options to address this breach and seek appropriate remedies. We view Vapi Nagar Palika''s actions as a clear violation of our contractual rights and are committed to taking all necessary steps to safeguard our interests and those of our stakeholders.

Although the Company is experiencing challenging times, the Company is making all out efforts in responding to these challenges.

The detailed segment-wise performance of the Company can be found in the Management Discussion and Analysis Report as "Annexure-I", which is part of this Annual Report. The Company remains focused on strategic initiatives to enhance operational efficiency and drive sustainable growth in the coming years.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate and joint venture Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013. Consequently, details of financial performance related to such entities are not applicable and have not been furnished.

4. CHANGES TO THE SHARE CAPITAL

On 5^th September 2023, the Board of Directors of the Company approved a proposal for the for sub-division / split of each fully paid Equity Share of the Company having face value of ^10/- (Rupees Ten Only) into 5 (Five) fully paid Equity Shares having face value of ^ 2/- (Rupees Two Only) each (the "Sub-division"), along with consequential amendments to the Capital Clause of the Memorandum of Association. This proposal was subject to the approval of the Shareholders and other necessary regulatory approvals.

The proposal was subsequently approved by the Shareholders at the 16th Annual General Meeting held on 30th September 2023. The Record Date for the Sub-division was set as Friday, 27th October 2023. As a result, the face value of the equity shares of the Company (both fully paid-up and partly paid-up) was adjusted from ^10/-each to ^2/- each.

Authorized share Capital

Following the Sub-division, the Authorized Share Capital of the Company was revised to ^12,50,00,000 (Rupees Twelve Crores Fifty Lakhs Only), divided into 6,25,00,000 (Six Crores Twenty-Five Lakhs) equity shares of ^2 (Rupees Two Only) each.

Paid share Capital

Consequently, the Paid-Up Share Capital of the Company was revised to ^10,34,40,000 (Rupees Ten Crores Thirty-Four Lakhs Forty Thousand Only), divided into 5,17,20,000 (Five Crores Seventeen Lakhs Twenty Thousand) equity shares of ^2 (Rupees Two Only) each.

Additionally, the Company has not bought back any of its securities or issued any Sweat Equity Shares or provided any Stock Option Scheme to the employees.

5. DIVIDEND

In light of the financial performance of the Company for the financial year ending 31st March 2024, where the Company incurred a net loss, the Board of Directors has determined that it would be prudent not to recommend any dividend for the year. This decision is made to conserve the Company''s reserves and ensure financial stability for future needs.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, your company does not fall under the purview of above regulation and hence this regulation does not apply to the Company.

6. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND & SHARE APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company was not required to transfer any dividend amount to account of IEPFA.

There has been unclaimed Dividend of the Final Dividend declared for FY 2018-19 from one shareholder. The Company in compliance with Section 124 of Companies Act, 2013 has transferred to the Unpaid Dividend Account the following amount:

Sr. No.	Type of Dividend and year	Amount (In Rs.)	Year in which it will get transferred to IEPF
01.	Final Dividend 2018-19	480/-	October, 2026

Reminders are sent regularly to the Shareholder who have not claimed the dividend amount. Pursuant to the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends that are unpaid or unclaimed for a period of 7 (seven) years from the date of their transfer are required to be transferred by the Company to the IEPF within thirty days from the due date for transfer of unpaid dividend, administered by the Central Government.

7. TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION PROTECTION FUND AUTHORITY (IEPFA)

In terms of Section 124(6) of the Act read with Rule 6 of the IEPFA (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), shares on which dividend has not been paid or claimed by a shareholder for a period of 7 (seven) consecutive years or more shall be transferred to the Demat Account of IEPFA within a period of thirty days of such shares become due for transfer. Upon transfer of such shares, all benefits (like dividend, bonus, split, consolidation etc.), if any, accruing on such shares shall also be transferred to demat/bank Account of IEPF and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

During the year under review, the Company was not required to transfer any equity shares.

8. DETAILS OF NODAL OFFICER

The details of the nodal officer appointed by the Company under the provisions of IEPF is given below and the same is disseminated on the website of the Company www.shashijitinfraprojects.com.

Name of the Company Secretary designated as Nodal Officer	Manthan D. Shah
Direct Phone No.	0260-2432963
Email ID	[email protected]
Address	Plot No. 209, Shop No. 23, 2nd Floor, Girnar Khushboo Plaza, GIDC, Vapi-396195, Gujarat, India.

9. TRANSFER TO RESERVE & SURPLUS

The Company do not propose to transfer any amount to general reserves and entire loss for the year forms part of retained earnings.

10. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.

11. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

12. CHANGE IN THE NATURE OF BUSINESS

There was no change in the primary nature of business of the Company during the year under review. However, it is noteworthy that during this period, the Company was forced to cease operations at Nagarpalika Lake, which was taken on lease from them for operating various recreational activities.

13. POSTAL BALLOT

During the year under review, the Board of Directors has not sought any approval of the shareholders of the Company through Postal Ballot process pursuant to the provisions of Sections 108 & 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANY''S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

15. PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not employ child labour, forced labour or involuntary Labour. The Company has a Policy on Prevention of Sexual Harassment at Workplace in accordance with the statutory requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at prevention of harassment of women and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment as per the guidelines provided in the policy. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. The policy has been circulated amongst the employees of the Company and the same is exhibited on the notice board of all the business locations/divisions of the Company. During the year under review, the Company has not received any complaint.

The details of complaints received and resolved during the year are as follows:
1.	No. of complaints received during the Financial Year	--
2.	No. of complaints disposed of during the Financial Year	--
3.	No. of complaints pending at end of Financial Year	--

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to prepare the business responsibility and sustainability report.

17. CLASSES OF SHARES

As on date, the Company has only one class of share capital, which consists of Equity Shares of Rs. 2/- each. This denomination reflects the sub-division of shares from the previous face value of Rs. 10/- per equity share to Rs. 2/- per equity share.

18. BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

As of March 31, 2024, the Board of Directors of the Company is structured with a total of 6 (six) Directors, comprising Three Executive Directors and Three Non-executive Independent Directors. This composition adheres to the requirements stipulated under Regulation 17 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, and Section 149 of the Companies Act, 2013, ensuring compliance with governance standards.

B. Change in office of Directors and Key Managerial Personnel of the Company during the year and details of Directors seeking re-appointment at 17^th Annual General Meeting

At the 16th Annual General Meeting of the Company, held on 30th September 2023, the members reappointed Mrs. Shashi Jain (DIN: 01847023) as Whole-time Director. Mrs. Shashi Jain was re-appointed in accordance with the provisions of the Act, having retired by rotation. During the financial year 2023-24, no other change took place in the composition of the Board of Directors.

At the 12th Annual General Meeting held on 30th September 2019, the shareholders approved the reappointment of Mr. Ajit Jain as Chairman and Managing Director, Mrs. Shashi Jain as Whole-time Director, and Mrs. Aakruti Jain as Whole-time Director, to hold office for a period of five years up to 27th August 2024.

Based on the outcome of the performance evaluation and the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 26th August 2024, have recommended the re-appointment of Mr. Ajit Jain as Chairman and Managing Director, Mrs. Shashi Jain as Whole-time Director, and Mrs. Aakruti Jain as Whole-time Director, for a further term of three consecutive years, from 28^th August 2024 to 27^th August 2027. These appointments are subject to the approval of the members by way of special resolutions at the ensuing Annual General Meeting.

Mr. Prabhat Gupta resigned from the position of Independent Director with effect from 20th June 2024. The Board expresses its appreciation for his valuable contributions during his tenure.

Following the recommendations of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Chintan Shah as an Additional Independent Director with effect from 6th July 2024, up to the date of the 17th Annual General Meeting. Mr. Chintan Shah is seeking appointment as an Independent Director at the forthcoming Annual General Meeting.

C. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mrs. Aakruti Jain (DIN: 02591552), Whole-time Director of the Company, being longest in the office from the date of her last re-appointment shall retire by rotation at the ensuing 17th AGM and being eligible, has offered herself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended her reappointment.

A brief resume of the Directors proposed to be re-appointed, their expertise in specific functional areas, name of companies in which they hold directorships, Committee membership(s)/Chairmanship(s), shareholding, wherever applicable, etc. as stipulated under Secretarial Standard-2 issued by ICSI and Regulation 36(3) of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

D. Key Managerial Personnel (KMP''s):

Pursuant to the provisions of Section 203 and Section 2(51) of the Act, Mr. Ishwar Patil, Chief Financial Officer (CFO), and Mr. Manthan Shah, Company Secretary and Compliance Officer, continued to serve as

the Key Managerial Personnel (KMP) of the Company during the year. There was no change in the Key Managerial Personnel during the year.

E. Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated Nomination and Remuneration Policy, which details the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations. The policy forms part of this Annual Report in Corporate Governance Report section. The Nomination and Remuneration Policy is available on the website of the Company at the link https://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

F. Declaration by Independent Directors

The Independent Directors of the Company have given the following declaration and confirmation;

(i) A declaration as required under Section 149(7) of the Companies Act, 2013 and under the LODR Regulations;

(ii) Confirmation that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties as an Independent Director of the Company with an objective independent judgment and without any external influence.

(iii) A declaration that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their registration with the data bank of independent directors maintained by the Indian Institute of Corporate Affairs.

The Board of Directors of the Company have taken on record the declarations and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, Independent Directors of the Company possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.

G. Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. Nitesh P. Shah, Practicing Company Secretary, Ahmedabad, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of company by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report as "Annexure-VII".

H. Number of Meetings of the Board of Directors

During the year under review, the Board of Directors met 8 (Eight) times as mentioned below:
Sr. No.	Date of Meetings	Sr. No.	Date of Meetings
01	30-05-2023	02	28-06-2023
03	25-07-2023	04	14-08-2023
05	05-09-2023	06	07-10-2023
07	10-11-2023	08	13-02-2024

The intervals between these meetings complied with the period prescribed under the Companies Act, 2013, and the Listing Regulations. Prior to each meeting, the Board was provided with the requisite information as specified by the Listing Regulations. Detailed information regarding the Board meetings and the attendance of Directors is provided in the Corporate Governance Report, which forms part of this Annual Report.

I. Meeting of Independent Directors

In accordance with Schedule IV of the Companies Act, 2013, and the Listing Regulations, a separate meeting of the Independent Directors was held on 28th March 2024. During this meeting, the Independent Directors reviewed and assessed matters as stipulated under Schedule IV(VII)(3) of the Companies Act, 2013, and Regulation 25(4) of the Listing Regulations. All the Independent Directors attended the meeting.

J. Statutory Committees of the Board

The Board of Company has constituted the following Committees to focus on specific areas and take informed decisions in the best interests of the Company within authority delegated to each of the Committees:

(a) Audit Committee,

(b) Nomination and Remuneration Committee,

(c) Stakeholders'' Relationship Committee.

The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members during the financial year 2023-24 are provided in the Corporate Governance Report annexed as "Annexure IV".

K. Annual Evaluation of Performance of the Board, its Committees and of individual Directors

The Nomination and Remuneration Committee of the Board has established a Performance Evaluation Framework for assessing the performance of the Board as a whole, its Committees, and individual Directors.

In line with this framework, the Independent Directors, during their meeting held on 28th March 2024, reviewed and evaluated the performance of the Board, the Chairman of the Board, and the nonindependent Directors. Subsequently, the Board conducted an evaluation of its own performance, the performance of its Committees, and the performance of the Independent Directors, excluding the concerned Directors from the evaluation process.

The Nomination and Remuneration Committee further carried out an evaluation of each Director''s performance. The evaluation of the Board as a whole and individual Directors was based on the criteria and framework adopted by the Board, taking into account various performance parameters.

L. Directors'' Responsibility Statement

In accordance with Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm to the best of their knowledge and belief that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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 2023-24 and of the profit and loss of the Company for that period;

c) They 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) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. AUDITORS

A. Statutory Auditors

At the 15th Annual General Meeting, the members of the Company approved the appointment of M/s Kakaria and Associates LLP, Chartered Accountants (FRN: 104558W/W100601) as Statutory Auditors for a term of 5 (five) years. This appointment is effective from the conclusion of the 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting, which is scheduled to be held in the calendar year 2027.

Pursuant to the amendment to Section 139 of the Companies Act, 2013, by the Companies (Amendment) Act, 2017, effective from 7th May 2018, the requirement for seeking ratification of the members for the appointment of Statutory Auditors has been removed. Therefore, no resolution is being sought for the ratification of the Statutory Auditors'' re-appointment at the ensuing Annual General Meeting..

Independent Audit Report for the financial year 2023-24 submitted by the Statutory Auditor in the prescribed forms part of this Annual Report. Some of the observation of the Statutory Auditors in their report read with relevant notes to the accounts are self-explanatory and therefore does not require any further explanations while few observation of the Statutory Auditors requires further explanations. The Statutory Auditors Report on the financial statements of the Company for the financial year ended March 31, 2024 does not contain any qualifications, reservations or adverse remarks.

Board''s comment on the observation in Independent Audit Report

i) As referred under Clause vii (a) of Annexure B of Auditors Report on Standalone Financial Statements: The delay in compliance was primarily due to a technical issue and administrative errors within our organization. We are actively taking corrective measures to ensure full and timely compliance with all tax regulations going forward.

ii) As referred under Clause ix (a) of Annexure B of Auditors Report on Standalone Financial Statements: The Company acknowledges that the payments were made after the due dates but confirms that all outstanding amounts have since been repaid.

iii) As referred under Clause j (VI) of Auditors Report on Standalone Financial Statements: This temporary non-activation was due to the company being in the process of availing and integrating this specific functionality into its accounting system. The necessary configurations and testing were conducted during this period, and as a result, the feature was successfully enabled thereafter.

B. Secretarial Auditor

In accordance with Section 204(1) of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Company has appointed Mr. Nitesh P. Shah, Company Secretary, Ahmedabad, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year 2023-24, as submitted by Mr. Nitesh Shah in the prescribed form MR-3, is included in this Annual Report as "Annexure-III" Additionally, a Secretarial Compliance Report for the financial year ended 31st March 2024, covering compliance with all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Nitesh Shah and submitted to the stock exchange.

Secretarial Auditors'' observations in Secretarial Audit Report

The remarks given by the Secretarial Auditors are as under;

1. The Company has filed E-Form MSME Form I for the half year ended September, 2023, after the due date, pursuant to the Specified Companies (Furnishing of Information about payment to Micro and Small Enterprise Suppliers) Order, 2019.

Board''s comment on the observation

The Form was submitted after the due date primarily due to delays in the reconciliation of outstanding payments to Micro and Small Enterprises, which was necessary to ensure the accuracy of the information reported. The Company has now strengthened its internal processes to avoid such delays in the future and is committed to ensuring timely compliance with all statutory requirements.

C. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s Rahul kala & Associates, Chartered Accountants, as the Internal Auditors to conduct the Internal Audit of the Company. The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures.

D. Cost Auditor

Maintenance of cost records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

20. REPORTING OF FRAUDS

There were no instances of fraud during the year under review that required reporting to the Audit Committee and/or the Board under Section 143(12) of the Companies Act, 2013, and the Rules framed thereunder.

21. COMPANY''S POLICIES

A. Nomination and Remuneration Policy

In accordance with the provisions of Section 178(3) of the Companies Act, 2013, the Company has established a Nomination and Remuneration Policy. This policy outlines the criteria for determining the qualifications, competencies, positive attributes, and independence required for the appointment of Directors (both Executive and Non-Executive). It also highlights the remuneration structure for Directors, Key Managerial Personnel, and other employees, ensuring compliance with the matters specified in Section 178(4) of the Act.

The salient features of the Nomination and Remuneration Policy are detailed in the Corporate Governance Report, which forms part of this Annual Report as "Annexure-IV" The Policy is also available on the Company''s website at https://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

B. Vigil Mechanism/Whistle Blower Policy

Your Company believes in the conduct of its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

The Company has in place a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud, or violation. The said policy inter alia provides safeguard against victimization of the Whistle Blower. Stakeholders including Directors and Employees have direct access to the Chairperson of the Audit Committee.

During the Financial Year under review, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The said policy is available on the website of the Company at https://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

C. Corporate Social Responsibility Policy

In accordance with Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year 2023-24. Therefore, the Company is not required to formulate a CSR Policy.

D. Risk Management Policy

The Company has established a comprehensive and well-defined risk management process. This process includes the identification, analysis, and assessment of various risks, as well as the measurement of their probable impact. The formulation and implementation of risk mitigation strategies are carried out in a structured manner. While it is acknowledged that risks associated with business operations cannot be entirely eliminated, the Company endeavors to minimize their impact on its operations. To support this, necessary internal control systems have been implemented across various activities to ensure that business operations are aligned with the organizational objectives and that resources are utilized efficiently.

E. Policy On Preservation of The Documents

In accordance with Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations"), the Company has formulated a Policy on the Preservation of Documents. This Policy is intended to ensure the safekeeping of records, protect documents from mishandling, and prevent the accumulation of unnecessary or redundant documents.

The policy is in line with the provisions of the Act and the Listing Regulations is available on the website of the Company at the link i.e. https://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

22. OTHER MATTER

A. Internal Financial Controls

The Company has established Internal Control Systems that are commensurate with the nature of its business, its size, and the complexities involved. The Audit Committee is responsible for reviewing the

adequacy and effectiveness of these internal control systems and for monitoring the implementation of audit recommendations.

Additionally, the Statutory Auditors have reviewed the Internal Controls over Financial Reporting as of March 31, 2024, and their report on this matter is included in the Independent Auditor''s Report.

B. Particulars of loans, guarantees or investments

Particulars of investments made by the Company are provided in Note No. 7 of the Note to the Standalone Financial Statements.

The Company has not provided any guarantee or security to any person or entity and has not made any loans and advances in the nature of loans to firms / companies in which directors of the Company are interested.

C. Any revision made in financial statements of board''s report

The Company has not revised the Financial Statements or Board''s Report in respect of any of the three preceding Financial Years.

D. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct for Directors and Senior Management Personnel. This Code provides guidance on ethical business conduct and legal compliance.

As of 31st March 2024, all Members of the Board and Senior Management Personnel have affirmed their adherence to the Code. A declaration to this effect, signed by the Managing Director in accordance with the Listing Regulations, is included in the Corporate Governance Report, which forms part of this Annual Report.

The Code of Conduct is available on the Company''s website at https://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

E. Extracts of Annual Return

In compliance with Section 134 and Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the Annual Return of the Company, as prescribed in Form MGT-7, for the financial year ending March 31, 2023, are available on the Company''s website at https://www.shashijitinfraprojects.com/downloads.php?c=annual-reports.

As per Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year 2023-24 will be made available on the Company''s website and can be accessed at https://www.shashijitinfraprojects.com/downloads.php?c=annual-reports following the completion of the ensuing Annual General Meeting, as required under Section 134(2)(a) of the Companies Act, 2013.

F. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report, and is attached herewith as "Annexure-I".

G. Related Party Transactions

All related party transactions conducted during the financial year were in the ordinary course of business and on an arm''s length basis, in accordance with the provisions of the Companies Act, 2013. In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Audit Committee''s approval was obtained for all related party transactions.

During the year under review, there were no materially significant related party transactions that could potentially conflict with the interests of the Company. A statement of all related party transactions is presented to the Audit Committee on a quarterly basis, detailing the nature, value, and terms and conditions of each transaction. Since all related party transactions were on an arm''s length basis and in the ordinary course of business, no further details are required to be provided in Form AOC-2, as prescribed under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Details of related party transactions, as per Indian Accounting Standards (IND AS), are included in the Notes to the Standalone Financial Statements of the Company.

In line with the Listing Regulations, the Company has also adopted a Policy on Materiality and Dealing with Related Party Transactions. This policy is available on the Company''s website at https://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

H. Corporate Governance

The Company is dedicated to upholding the highest standards of Corporate Governance and adheres to the requirements set forth by SEBI. The Report on Corporate Governance, as mandated under Regulation 34(3) read with Schedule V of the Listing Regulations, is included as part of this Annual Report.

Additionally, in accordance with Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed to this Report.

I. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: i. Conservation of Energy;

i	the steps taken or impact on conservation of energy;	The Company has continued its commitment to energy conservation throughout the year. Efforts to monitor and manage power consumption and running hours on a daily basis have been actively pursued These measures have led to the optimal utilization ol energy resources, contributing to improved efficiency and reduced energy expenditure.
ii	the steps taken by the company for utilizing alternate sources of energy;	NIL
iii	the capital investment on energy conservation equipment;	NIL

ii. Technology Absorption:

	i	the efforts made towards technology absorption;			The Company did not absorb any technology during the year.
	ii	the benefits derived like product improvement, cost reduction, product development or import substitution;			NIL
	iii		in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported; b) the year of import; c) whether the technology been fully absorbed; d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and		NIL
	iv		Expenditure incurred on Research		NIL
		and Development.

iii.	Foreign Exchange Earnings and Outgo:
	The Foreign Exchange earned in terms of actual inflows during the year:	NIL
	The Foreign Exchange outgo during the year in terms of actual outflows:	-NIL

J. Particulars of Remuneration details of Directors, Key Managerial Personnel and Employees:

The remuneration details of Directors and Key Managerial Personnel have been provided in accordance with the Nomination and Remuneration Policy, which is formulated in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The remuneration details, including the ratio of remuneration of each Director and Key Managerial Personnel to the median remuneration of employees, 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, are presented in the Annual Report as "Annexure-II". This annexure also includes the names and remuneration details of the top ten employees in terms of remuneration drawn, as per Section 197(12) of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

K. Implementation of corporate action:

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Actions.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"). This includes adherence to Secretarial Standard-1 ("SS-1") relating to ''Meetings of the Board of Directors'' and Secretarial Standard-2 ("SS-2") relating to ''General Meetings''.

24. LOAN FROM DIRECTORS/RELATIVE OF DIRECTORS:

During the year under review, the Company accepted interest-free unsecured loans from Directors and subsequently repaid these loans, in accordance with Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014. Declarations regarding the source of funds were obtained pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, at the time the loans were received.

A summary of the loans is provided below:
Particulars	Ajit Jain (CMD)	Shashi Jain (WTD)	Aakruti Jain (WTD)	Total
Balance as on 01/04/2023	1,44,45,000	57,19,000	26,10,000	2,27,74,000
Loan taken during the year	1,42,08,863	42,82,000	11,49,000	1,96,39,863
Loan repaid during the year	1,38,90,000	55,00,000	31,00,000	2,24,90,000
Balance as on 31/03/2024	1,47,63,863	45,01,000	6,59,000	1,99,23,863

25. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Companies Act, 2013 ("Act") and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company at https://www.shashijitinfraprojects.com/downloads.php?c=familiarisation-programmes.

26. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has established a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code"). This code is designed to ensure fair disclosure of events and occurrences that could affect the price discovery of the Company''s securities. It aims to maintain uniformity, transparency, and fairness in dealings with all stakeholders while ensuring compliance with applicable laws and regulations.

The copy of the same is available on the website of the Company at https://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

27. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a Code of Conduct to regulate, monitor and report trading by Insider for prohibition of Insider Trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. This code outlines the guidelines and procedures to be followed, along with the necessary disclosures to be made by insiders when dealing with the Company''s shares. It also highlights the consequences of non-compliance.

The copy of the same is available on the website of the Company at https://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

28. LISTING OF SHARES

The equity shares of the Company are listed on BSE Ltd. (BSE). The listing fee for the financial year 2023-24 has been duly paid to the Stock Exchange.

29. HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company is pleased to report that, during the year under review, industrial relations were maintained in a cordial and harmonious manner.

30. CFO/CEO CERTIFICATION

The CFO/CEO certification on the financial statements of the Company, as required under Regulation 17(8) of the SEBI (ICDR) Regulations, 2015, is included in this Annual Report as "Annexure-V".

31. REPORTING ON SUSTAINABILITY

We are committed to enhancing our sustainability policies and practices. To ensure transparent communication of our sustainability efforts to all stakeholders, we leverage technology and foster effective communication and transparency.

32. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions during the year under review:

a) None of the Directors of the Company resigned during the year under review;

b) There was no issue of equity shares with differential rights as to dividend, voting, or otherwise.

c) No shares, including sweat equity shares, were issued to employees of the Company under any scheme.

d) No application has been made, nor is any proceeding pending, under the Insolvency and Bankruptcy Code, 2016, during the year. Therefore, disclosure of details regarding any application or proceeding under the Insolvency and Bankruptcy Code, 2016, including their status at the end of the financial year, is not applicable.

e) The Company has not undertaken any one-time settlement; hence, there is no requirement to disclose details of any difference between the valuation done at the time of one-time settlement and the valuation done for loans from Banks or Financial Institutions.

f) Other disclosures with respect to Board''s Report as required under the Companie s Act, 2013 read with the Rules notified thereunder and the Listing Regulations are either Nil or Not Applicable

33. ACKNOWLEDGEMENTS

Your Directors extend their sincere appreciation for the unwavering commitment and performance exhibited by employees at all levels, particularly during the challenging conditions of the year under review. The dedication and relentless efforts of our employees have significantly contributed to our growth trajectory. The Board also

expresses gratitude to our customers, shareholders, suppliers, vendors, bankers, business associates, and regulatory and government authorities for their continued support and trust.

---

Mar 31, 2018

To,

Dear Members of Shashijit Infraprojects Limited Vapi.

The board of Directors welcomes you all in the 11^th AGM of the company and places before you 11^th Annual Report on the business and operation of the Company and Company’s Audited Financial Statement for the financial year ended 31^st March, 2018;

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year under review along with previous year’s figures are given hereunder:

(Amount in Rupees)

Particulars	Year Ended 31st March, 2018	Year Ended 31st March, 2017
Revenue from operations	45,73,17,322	25,47,79,976
Other Income	22,86,024	32,54,255
Total Income	45,96,03,346	25,80,34,231
Less: Expenditure	43,17,27,296	23,48,38,473
Earnings before Interest, Tax, Depreciation and amortization (EBITDA)	2,78,76,050	2,31,95,758
Less: Finance Cost	38,86,829	36,69,920
Depreciation	82,60,379	51,30,716
Profit Before Tax	1,57,28,842	1,43,95,122
Less: Tax Expense	46,49,918	52,94,116
Net Profit	1,10,78,924	91,01,006

2. STATE OF THE COMPANY’S AFFAIRS

The key highlights pertaining to the business of the Company for the year 2017-18 and period subsequent there to have been given hereunder;

- During the year under review, your Company achieved revenue of Rs.45,73,17,322/- as against Rs.25,47,79,976/- in FY 2017-18 and EBT of Rs.1,57,28,842/- as against Rs.1,43,95,122/- in F.Y 2016-17.

- Profit after tax of the Company during the year under review has increased to Rs.1,10,78,924/- as compared to Net Profit of Rs.91,01,006/- in the previous year.

- The Directors trust that the Shareholders will find the performance of the Company for F.Y 2017-18 to be satisfactory and the Earning per Share (EPS) of the Company is 1.29 per Share comparing to Earning per Share (EPS) of the Company of 1.23 of previous financial year.

- The Company is into business of civil construction for industrial, commercial and residential projects.

- During the year under review, there has been no change in the nature of the business of the Company.

3. APPROPRIATIONS

- DIVIDEND

Considering the Company’s financial performance, the Directors have recommended a Dividend of Rs.0.20/- (2.00%) per Equity Share on the Capital of 86,20,000 Equity Shares of Rs.10/- each for the F.Y 2017-18.

- TRANSFER TO RESERVE & SURPLUS

The Company has transferred whole amount of Profit to Reserves & Surplus account as per attached audited Balance Sheet for the year ended on 31^st March, 2018.

4. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs.10/-each.

5. EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014, is included in this Report as “Annexure-IV” and forms an integral part of this Report.

6. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year 2017-18, 6 (Six) Meetings of the Board of Directors were held. The Provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between meetings.

7. VARIATION IN IPO FUND UTILISATION

It is evident from the earlier disclosures on the fund utilization raised from IPO of Shashijit Infraprojects Limited in October 2016 and further disclosures as a part of compliance procedures that we have kept aside a sum of Approx. Rs.50 lacs for the purchase of plant & machinery & scaffolding material which we projected would be needed for the running projects under execution. However, it was later realized that the particular Plant & machinery & scaffolding material which was needed for a specific site was not required during the course of execution of the work.

Further we have received additional projects, the details of which have been shared with all the stake holders and regulatory authorities from time to time through proper disclosures. We have also been in discussions & negotiations with our long standing clientele on upcoming projects which are also likely to fall in our kitty and to be executed in FY 18-19. We have achieved the projected targets for FY 17-18 and are poised to report a decent growth for the FY 18-19 as well given the work orders in hand to be executed in current financial year.

Further we have always stressed on debt free books and have been focused on value creation to the stakeholders by improving on our bottom lines and lowering the interest cost. The same is evident from the fact that despite we have achieved a sizeable growth in the top lines, we have tried to keep our interest cost to minimal by not adding much on working capital facilities and improving the working capital cycle for better efficiencies in fund management.

Hence there is an acute need of additional working capital at this juncture given the immediate work orders to be executed and utilizing liquid funds for maximizing purchasing benefits on materials.

Hence the management has decided to use the funds kept aside for purchase of plant & machinery & scaffolding material for its working capital requirements.

The disclosure in compliance with the SEBI Regulation 32 of the SEBI (LODR) Regulations, 2015 is as under:

(Rs. in Lacs)

Objects stated in Prospectus	Amount Disclosed in the Prospectus	Actual Utilization	Variation (Excess/Less Amount Incurred)
Purchase of Machinery and Scaffolding Equipment	120.00	92.31	-27.69
Loan Repayment	25.00	25.00	0.00
Working Capital Requirements	90.00	117.69	27.69
General Corporate Purposes	64.20	64.20	0.00
Issue related expenses	50.00	50.00	0.00
Total	349.20	349.20	NIL

8. CHANGES IN AUTHORISED SHARE CAPITAL:

There have been no changes in the Authorized Share Capital of the Company during the year.

9. DEPOSITS

The Company has neither accepted nor renewed any deposits u/s 73 to 76 of the Companies Act, 2013 during the year under review nor there any outstanding deposit if earlier years within the meaning of Section 58A of the Companies Act, 1956.

10.MEETING OF INDEPENDENT DIRECTORS

The Independent Director of the Company met one time during the year on Thursday, 29^th March, 2018 under the requirement of Point No. VII of Schedule IV of Companies Act, 2013.

11.BOARD EVALUATION

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

12.DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, details of Directors & KMPs are as under;

Sr. No.	Name, DIN, Current Designation, Occupation, Term	Nationality	Age
1.	Mr. Ajit Deepchand Jain (DIN: 01846992) Chairman & Managing Director Date of Appointment as Director: 05/11/2007 Date of Appointment as Chairman & Managing Director: 28/08/2016 Term: 3 years from August 28, 2016, subject to liable to retire by rotation Occupation: Business	Indian	54 years
2.	Mrs. Shashi Ajit Jain (DIN: 01847023) Whole-time Director Date of Appointment as Director: 05/11/2007 Date of Appointment as Whole-time Director: 28/08/2016 Term: 3 years from August 28, 2016, subject to liable to retire by rotation Occupation: Business	Indian	50 years
3.	Ms. Aakruti Ajit Jain (DIN: 02591552) Whole-time Director Date of Appointment as Director: 01/07/2009 Date of Appointment as Whole-time Director: 28/08/2016 Term: 3 years from August 28, 2016, subject to liable to retire by rotation Occupation: Business	Indian	27 years
4.	Mr. Anil Dadamchand Jain (DIN: 07596536) Independent Director	Indian	56 years

	Date of Appointment as Director: 27/08/2016 Term: Upon conclusion of AGM for F.Y 2021-22 Occupation: Service
5.	Mr. Dheeraj Mohanlal Khandelwal (DIN: 07595594) Independent Director Date of Appointment as Director: 27/08/2016 Term: Upon conclusion of AGM for F.Y 2021-22 Occupation: Practicing Chartered Accountant	Indian	43 years
5.	Mr. Prabhat Ramkrishna Gupta (DIN: 07595615) Independent Director Date of Appointment as Director: 27/08/2016 Term: Upon conclusion of AGM for F.Y 2021-22 Occupation: Business	Indian	53 years
6	Mr. Ishwar Patil Chief Financial Officer Date of Appointment as CFO: 25/08/2016	Indian	37 years
7.	Mr. Manthan Shah Company Secretary & Compliance Officer Date of Appointment as CS: 25/08/2016	Indian	28 years

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Ms. Aakruti Jain (DIN: 02591552), is liable to retire by rotation at the ensuing AGM and being eligible has offered herself for re-appointment.

13.MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred during the financial year of the Company to which the financial statement relates and the date of this report.

14.DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

A declaration by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken by the company and the same is forming part of the Directors’ Report as “Annexure-II”.

15.REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors in accordance with the Nomination and Remuneration policy formulated in accordance with section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The information required under section 197 of the Companies Act, 2013 read with Rule No. 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/ employees of the Company is set out in the “Annexure I” to this report.

16.NOMINATION AND REMUNERATION POLICY:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with rules issued thereunder and the Listing Regulations.

The said policy of the Company, inter alia, provides that Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the senior management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub section (3) of section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

17.CONSTITUTION OF COMITTEES AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board of Directors had not accepted any recommendation of the Audit Committee.

NOMINATION & REMUNARATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee in accordance with Section 178 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder Relationship Committee in accordance with Section 178 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

18.AUDITORS STATUTORY AUDITORS

The Company in its 10^th Annual General Meeting (AGM) held on 25^th September, 2017 appointed M/s NPV & Associates (Firm Registration Number- 129408W), Chartered Accountants, as Statutory Auditors of the Company to hold office for the period of 5 consecutive years from the conclusion of the 10^th Annual General Meeting until the conclusion of the 15^th Annual General Meeting of the Company. M/s NPV & Associates, Chartered Accountants, have given their consent to act as Statutory Auditors and have also confirmed that their appointment, if made, will be in accordance with the provisions of the Companies Act, 2013

STATUTORY AUDITORS’ OBSERVATIONS IN AUDIT REPORT

The notes on financial statement referred to in the Auditor’s Report are self-explanatory. There is no qualification, reservation or adverse remarks or disclaimer by the Auditors in their Report and do not call for any further explanation/comment from the Board.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Nitesh Shah & Associates, Company Secretaries (Membership No. 35681, COP No. 13222) as Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their Audit.

The report of the Secretarial Auditor for the financial year 2017-18 is annexed to this Report in as “Annexure-III” Form MR-3 by Nitesh Shah & Associates, Company Secretaries which forms part of the Directors’ Report.

SECRETARIAL AUDITORS’ OBSERVATIONS IN SECRETARIAL AUDIT REPORT

Your Company was required to file Form MGT-10 for transactions made by Edelcap Securities Limited as specified by Section 93 of the Companies Act, 2013 read with Rule 13 of the Companies (Management and Administration) Rules, 2014, within time period as specified by Section 403 of the Companies Act, 2013.

The respective Companies Amendment Act, 2017 as published in the official gazette on 3rd January, 2018 has abolished the requirement of submission of Form MGT-10 w. e. f. 13^th June, 2018. Therefore, the Company was not required to file respective Form No. MGT-10 as on 13^th June, 2018. Hence the Company has not filed respective Form MGT-10 with the Ministry of Corporate Affairs, assuming the allowed period of filing available under section 403 of the Companies act, 2013.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Mr. Rahul Kala, Chartered Accountant (Membership No. 428047) as the Internal Auditor of the Company to carry put the Internal Audit of the Functions and activities of the Company.

19.INTERNAL AUDIT & CONTROLS

The Company engaged Mr. Rahul Kala, Chartered Accountant as Internal Auditor of Company. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, identifying opportunities for cost saving, review of operational efficiency, effectiveness of systems and processes, Compliance with Laws, Regulations and Contracts and assessing the internal control strengths in all areas. Internal Auditor’s findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

20.DISCLOSURE OF PROVIDING VIGIL MECHANISM

The Company has established a vigil mechanism/whistle blower policy as per the Section 179(9) & 179(10) of the Companies Act, 2013 to overseas through the Audit committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.

The policy is readily available on Company’s website www.shashijitinfraprojects.com.

21.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Section 135(1) of the Companies Act, 2013 which is not applicable to the Company for financial year 2017-18. Hence, Company does not have to form Policy regarding Corporate Social Responsibility.

22.SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standards, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

23.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year the Company did not have any Subsidiary, Joint venture or Associate Company and hence the details of financial performance are not required to be furnished.

24.MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company has been provided in a separate section which forms part of this Annual Report.

25.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. There was no case filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during each Calendar year:

1.	No. of complaints received:	--
2.	No. of complaints disposed off:	--
3.	No. of cases pending for more than 90 days:	--
4.	No. of workshops or awareness programme against sexual harassment carried out:	--
5.	Nature of action taken by the employer or district officer:	--

26.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: a. CONSERVATION OF ENERGY

b. TECHNOLOGY ABSORPTION:

c. FOREIGN EXCHANGE EARNINGS AND OUTGO-

27.CORPORATE GOVERNANCE:

Details regarding Corporate Governance Report of the Company regarding compliance of the conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges is annexed here with in “Annexure-VI” which forms part of the Directors Report.

28.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company with Related Parties were in ordinary course of business and at arm’s length basis.

All transactions with related parties were reviewed and approved by the Audit committee and are in accordance with the policy on related Party Transactions formulated by the Company.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 are furnished in Annexure AOC-2 and is attached as “Annexure V”to this report.

The policy on the materiality of Related Party Transactions as approved by the Board may be accessed on the Company’s website: www.shashijitinfraprojects.com

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 as on 31^st March, 2018 and hence the said details are not provided.

30.DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANY’S OPERATIONS IN FUTURE

No significant & material orders has been passed by the regulators, courts, tribunals against the Company impacting the going concern status & company’s operations in future, the requirement of disclosure is not applicable.

31.COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

32.HUMAN RESOURCES & INDUSTRIAL RELATIONS:

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

33.PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.102 lacs per year to be disclosed in the Report of Board of Directors is not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.102 lacs during the financial year 2017-18.

34.DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013:

a. ACCOUNTING STANDARD

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any;

b. ACCOUNTING POLICIES

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 and loss of the company for that period;

c. PROPER EFFICIENT AND CARE

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. GOING CONCERN BASIS

The directors had prepared the annual accounts on a going concern basis;

e. INTERNAL FINANCIAL CONTROLS

The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. COMPLIANCE WITH ALL LAWS

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.

35.CFO/CEO CERTIFICATION:

The CFO/CEO certification on the financial statement of the Company as required under Regulation 17(8) of the SEBI (ICDR) Regulations, 2015 forms part of this Annual Report.

36.CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Member of the Board and all employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The Code laid down by the Board is known as “Code of Conduct”. The Code has been posted on the Company’s website “www.shashijitinfraprojects.com“.

37.REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

38.RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

39.OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

40.ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to all the concerned, particularly Company’s bankers, Bombay Stock Exchange Limited, various government authorities, suppliers, clientele and the staff of the Company and well-wishers of the Company and for their continued support extended to the operations of the Company during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Shashijit Infraprojects Limited

Sd/-

(Ajit Jain)

Place: Vapi Chairman & Managing Director

Dated: 1^st September, 2018 DIN: 01846992