Shashijit Infraprojects Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 19th Annual Report of the Company for the financial year ended 31st March, 2026. This report, along with the Audited Financial Statements, provides an overview of the Companys operations, key developments, and financial results during the year under review.

1. FINANCIAL PERFORMANCE

Your Companys financial performance during the year is summarized below:

(Amount in Lakhs)

Particulars	Financial Year Ended 31st March, 2026	Financial Year Ended 31st March, 2025
Revenue from operations	2344.443	2287.474
Other Income	56.612	19.558
Total Income	2401.056	2307.031
Less: Expenditure	2217.001	2508.400
Earnings before Interest, Tax, Depreciation and amortization (EBITDA)	184.055	-201.369
Less: Finance Cost	70.956	88.713
Depreciation	86.939	79.042
Profit/(Loss) Before Tax	26.160	-369.124
Less: Tax Expense
Current Tax	-	-
Deferred Tax Credit	28.607	48.816
Tax Expenses Related to Prior Period	-5.771	9.726
Net Profit/(Loss) After Tax	48.996	-310.582
Total Comprehensive Income	52.614	-310.804
Paid up Capital	1453.440	1453.440
Reserve & Surplus	93.605	40.990

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. PERFORMANCE, PROSPECTS AND OUTLOOK

During the financial year ending 31st March 2026, the following key financial developments were observed;

- Net Revenue from Operations: During the financial year 2025-26, the Company achieved a standalone net revenue of Rs. 2,344.44 Lakhs, registering an increase of 2.49% as compared to Rs. 2,287.47 Lakhs reported in the preceding financial year.

- Net Profit after tax: The Company reported a net profit after tax of Rs. 48.996 Lakhs during the financial year 2025-26, as against a net loss of Rs. 310.582 Lakhs reported in the previous financial year, reflecting a significant improvement in the Companys profitability during the year.

- Total Comprehensive Income: The Company reported Total Comprehensive Income of Rs. 52.614 Lakhs for the financial year 2025-26, as against a Total Comprehensive Loss of Rs. 310.804 Lakhs reported in the previous financial year, reflecting a significant improvement in the Companys overall financial performance during the year.

- Earnings per Share (EPS): The Companys Earnings per Share (EPS) stood at Rs. 0.067 during the financial year 2025-26, as against negative EPS of Rs. 0.582 in the 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, there was no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company.

As on 31st March, 2026, the Authorised Share Capital stood at Rs. 15,00,00,000, comprising 7,50,00,000 equity shares of Rs. 2 each, while the Issued, Subscribed and Paid-up Share Capital stood at Rs. 14,53,44,000, comprising 7,26,72,000 equity shares of Rs. 2 each.

The Company has neither bought back any securities nor issued any Sweat Equity Shares or granted any Stock Options during the year under review..

5. TRANSFER TO RESERVE & SURPLUS

During the year under review, the Company has not transferred any amount to the General Reserve or any other reserve. The profit for the financial year 2025-26 has been retained in the Statement of Profit and Loss as retained earnings.

6. DIVIDEND

In view of the financial performance and future requirements of the Company, the Board of Directors has not recommended any dividend for the financial year 2025-26.

Further, the requirement to formulate and disclose a Dividend Distribution Policy under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

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

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund (IEPF).

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

The Company continues to send reminders to the concerned shareholder for claiming the outstanding dividend amount.

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

During the year under review, the Company was not required to transfer any equity shares to the Investor Education and Protection Fund Authority (IEPFA) pursuant to Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

9. DETAILS OF NODAL OFFICER

Pursuant to Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has designated Ms. Neha Mewara, Company Secretary, as the Nodal Officer for coordination with the IEPF Authority.

The details of the Nodal Officer are as follows:

Name of the Company Secretary designated as Nodal Officer	Neha Mewara
Direct Phone No.	0260-2432963
Email ID	cs@shashijitinfraprojects.com

The details of the Nodal Officer are also available on the website of the Company i.e. www.shashijitinfraprojects.com

10. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest was outstanding as at 31st March, 2026.

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

Pursuant to Section 134(3)(l) of the Companies Act, 2013, there have been no material changes or commitments affecting the financial position of the Company between 31st March, 2026 and the date of this Report.

12. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company. The Company continues to be engaged in Civil Project Management, including construction, design, procurement and development of Industrial, Commercial, Residential, Public Utility Buildings and Infrastructure Development Projects.

13. POSTAL BALLOT

During the year under review, no resolution was proposed or passed through Postal Ballot by the Company pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, there were no significant or material orders passed by any Regulators, Courts or Tribunals during the year under review which could impact the going concern status or the Companys 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 has in place a Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaints Committee (ICC) for receiving and redressing complaints relating to sexual harassment at the workplace.

During the year under review, no complaint of sexual harassment was received by the Company.

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

1.	No. of complaints of sexual harassment received in the Financial Year	NIL
2.	No. of complaints disposed of during the Financial Year	NIL
3.	No. of cases pending for more than 90 days	NIL

16. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a safe, inclusive and supportive workplace for its employees. During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and extended the benefits available under the Act to eligible women employees.

17. HUMAN RESOURCES:

The Company considers its employees as an important asset and is committed to fostering a professional, inclusive and merit-based work environment. The Company continues to focus on employee engagement, talent development and retention, while ensuring safe and conducive working conditions.

The Human Resources of the Company are commensurate with the size, nature and scale of its operations, and the overall industrial relations during the year remained cordial.

The employee strength of the Company as on 31st March, 2026 was as follows:

Sr. No.	Category	No. of Employees
01	Male	26
02	Female	6
03	Transgender	0

18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company for the financial year 2025-26, as the Company does not fall within the prescribed threshold of the top 1,000 listed entities based on market capitalization.

19. CLASSES OF SHARES

As on 31st March, 2026, the Company has one class of share capital comprising Equity Shares having a face value of ?2/- each. All Equity Shares rank pari passu in all respects.

20. BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

As on 31st March, 2026, the Board of Directors of the Company comprises 6 (Six) Directors, consisting of 3 (Three) Executive Directors and 3 (Three) Non-Executive Independent Directors.

The composition of the Board is in compliance with the applicable provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013.

B. Change in office of Directors and Key Managerial Personnel of the Company during the year and details of Directors seeking re-appointment at 19th Annual General Meeting

At the 18th Annual General Meeting of the Company held on 30th September 2025, the members re-appointed Mr. Ajit Jain (DIN: 01846992), Chairman & Managing Director, who retired by rotation in accordance with the provisions of the Companies Act, 2013.

During the Financial Year 2025-26, there was no other change in the composition of the Board of Directors.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Asha Shravankumar Khedia (DIN: 11743210) and Mr. Santosh Kumar Purohit (DIN: 11894207) as Additional Directors in the capacity of Independent Directors with effect from 24th August 2026, to hold office up to the date of the ensuing 19th Annual General Meeting. Their appointment as Independent Directors is proposed for approval of the members at the ensuing Annual General Meeting.

The requisite details relating to the Director proposed to be appointed, as applicable, in accordance with Secretarial Standard-2 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the ensuing Annual General Meeting.

C. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the applicable rules and the Articles of Association of the Company, Mrs. Shashi Jain (DIN: 01847023), Whole-time Director, being liable to retire by rotation and being eligible, has offered herself for re-appointment at the ensuing 19th Annual General Meeting.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment.

The requisite details relating to the Director proposed to be re-appointed, as applicable, in accordance with Secretarial Standard-2 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the ensuing Annual General Meeting.

D. Other Key Managerial Personnel (KMPs):

Pursuant to the provisions of Section 203 read with Section 2(51) of the Companies Act, 2013, the following officials were designated as Key Managerial Personnel of the Company during the financial year 2025-26:

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

- Mrs. Neha Mewara – Company Secretary and Compliance Officer

Mr. Manthan Shah resigned from the position of Company Secretary and Compliance Officer with effect from 31st August 2025. Subsequently, Mrs. Neha Mewara was appointed as the Company Secretary and Compliance Officer with effect from 3rd September 2025.

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

The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy specifying the criteria for determining the qualifications, positive attributes and independence of Directors in accordance with Section 178(3) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 furnished the requisite declarations and confirmations in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including:

1. Declaration of their independence pursuant to Section 149(7) of the Companies Act, 2013 and the applicable provisions of the SEBI LODR Regulations;

2. Confirmation that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties as Independent Directors with objective and independent judgment and without any external influence; and

3. Confirmation regarding compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 relating to registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

The Board of Directors has taken on record the declarations and confirmations furnished by the Independent Directors after assessing their veracity.

The Company has received the requisite declarations from all Directors confirming that none of them is disqualified from being appointed or continuing as a Director under Section 164 of the Companies Act, 2013.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency to discharge their duties and responsibilities effectively.

G. Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) read with 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 of the Company have been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India (SEBI), 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 7 (Seven) times. The details of the meetings are as follows:

Sr. No.	Date of Board Meeting	Sr. No.	Date of Board Meeting
01	01/04/2025	02	30/05/2025
03	14/08/2025	04	03/09/2025
05	14/11/2025	06	13/02/2026
07	12/03/2026

The gap between any two consecutive Board Meetings did not exceed 120 days, in compliance with the applicable 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 Schedule IV of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 13th February, 2026, without the presence of Non-Independent Directors and members of management.

The Independent Directors reviewed the performance of the Board, Non-Independent Directors and the Chairperson of the Company. All Independent Directors were present at the meeting.

J. Statutory Committees of the Board

The Board has constituted the following Committees to assist in discharging its responsibilities and to ensure effective governance:

(a) Audit Committee,

(b) Nomination and Remuneration Committee,

(c) Stakeholders Relationship Committee.

The composition, terms of reference, number of meetings held during FY 2025-26, and attendance of the Committee members are provided in the Corporate Governance Report, forming part of this Annual Report.

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

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

During the year under review, the Independent Directors evaluated the performance of the Board, the Chairperson and Non-Independent Directors at their meeting held on 13th February, 2026. The Board thereafter evaluated its own performance, the performance of its Committees and the Independent Directors, while excluding the concerned Directors from the evaluation process.

The Nomination and Remuneration Committee also evaluated the performance of individual Directors based on the criteria and parameters approved by the Board.

L. Directors Responsibility Statement

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

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures therefrom;

b) They have selected appropriate accounting policies and applied them consistently, and made reasonable and prudent judgements and estimates so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of its profit for the year;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are 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 (Firm Registration No. 104558W/W100601), were appointed as the Statutory Auditors of the Company at the 15th Annual General Meeting for a term of five consecutive years, from the conclusion of the 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting to be held in the calendar year 2027.

The requirement for annual ratification of the appointment of Statutory Auditors has been omitted pursuant to the Companies (Amendment) Act, 2017 and, accordingly, no ratification is required at the ensuing Annual General Meeting.

The Statutory Auditors have confirmed their eligibility and non-disqualification under Section 141 of the Act and have also confirmed that they hold a valid Peer Review Certificate issued by the Peer Review Board of ICAI, as applicable.

The Independent Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2026 does not contain any qualification or modification to the audit opinion. However, the Statutory Auditors have made certain observations in their report. The observations/comments made by the Statutory Auditors, together with the comments of the Board, are as under

Statutory Auditors observations in Independent Audit Report

i. Auditors Observation: The Statutory Auditors have reported that the quarterly statements submitted to banks in respect of current assets were not in agreement with the books of account for certain quarters. The differences primarily relate to unbilled revenue, subsequent changes in debtors and certain clerical/mathematical errors.

Boards Comment: The Board has taken note of the observation. The Company has strengthened its internal review and reconciliation process to ensure consistency between statements submitted to lenders and the books of account.

ii. Auditors Observation: The Statutory Auditors have reported delays in repayment of certain borrowings and interest thereon during the year.

Boards Comment: The Board has taken note of the observation. The Company has taken necessary steps to ensure timely servicing of its financial obligations going forward.

iii. Auditors Observation: The Statutory Auditors have reported certain statutory dues outstanding for more than six months from the date they became payable and certain disputed statutory dues pending before the appropriate authorities.

Boards Comment: The Board has taken note of the observation. The Company is taking necessary steps for settlement of outstanding dues and pursuing the disputed matters before the appropriate authorities, as applicable.

iv. Auditors Observation: The Statutory Auditors have reported that while the accounting software had an audit trail facility and the same operated throughout the year, the audit trail feature was not enabled at the database level for direct changes to the general ledger. The Auditors have further reported that they did not come across any instance of tampering with the audit trail.

Boards Comment: The Board has taken note of the observation and the Company is taking appropriate measures to strengthen the audit trail controls at the database level.

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, Mr. Nitesh P. Shah, Practicing Company Secretary (M. No. 35681, COP No. 13222), having Peer Review Certificate No. 6607/2025, was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from 1st April, 2025 to 31st March, 2030.

Accordingly, Mr. Nitesh P. Shah has conducted the Secretarial Audit of the Company for the financial year 2025-26 and has issued the Secretarial Audit Report in Form MR-3, which is annexed to this Report as Annexure-III.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Auditor has also issued the Annual Secretarial Compliance Report of the Company for the financial year 2025-26.

Mr. Nitesh P. Shah has confirmed his eligibility and consent to continue as the Secretarial Auditor of the Company and has confirmed that he is not disqualified from acting as Secretarial Auditor under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Secretarial Auditor continues to hold office for the approved term and no fresh appointment or approval is required for the financial year 2025-26.

Secretarial Auditors observations in Secretarial Audit Report

The remarks given by the Secretarial Auditors are as under;

1. The Company has not filed E-Form MSME for the half year ended 31st March, 2025, pursuant to the Specified Companies (Furnishing of Information about payment to Micro and Small Enterprise Suppliers) Order, 2019.

2. The Company has not filed E-Form MSME for the half year ended 30th September, 2025, pursuant to the Specified Companies (Furnishing of Information about payment to Micro and Small Enterprise Suppliers) Order, 2019.

3. The Company has made delay in filing E-Form IEPF-2 for the Financial Year 2024-25 in terms of the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Boards comment on the observation

With respect to the 1st and 2nd observations, the Board has taken note of the delay in filing the MSME Forms for the half-years ended 31st March, 2025 and 30th September, 2025. The Board further notes that a similar observation was reported in the previous year. The Company has since strengthened its internal processes for identification, reconciliation and monitoring of dues to Micro and Small Enterprises and has implemented appropriate measures to ensure timely filing of the requisite forms going forward. The Company remains committed to timely and effective compliance with all applicable statutory requirements.

With respect to the 3rd remark, the Board has taken note of the observation. The requisite Form IEPF-2 was subsequently filed with a delay, and the Company has taken necessary measures to ensure timely compliance going forward.

C. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made thereunder, the Board of Directors of the Company has appointed M/s Rahul Kala & Associates, Chartered Accou0ntants, as the Internal Auditors of the Company for conducting the Internal Audit for the financial year 2025-26.

The Internal Auditors report directly to the Audit Committee of the Board. The Audit Committee periodically reviews the internal audit findings and assesses the adequacy and effectiveness of the Companys internal control systems.

D. Cost Auditor

The provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013, read with the applicable rules made thereunder, are not applicable to the Company, as the activities carried out by the Company do not fall within the prescribed criteria.

22. REPORTING OF FRAUDS

During the year under review, there were no instances of fraud reported by the Statutory Auditors to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 read with the rules made thereunder.

23. COMPANYS POLICIES

A. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, the Company has formulated a Nomination and Remuneration Policy setting out the criteria for determining the qualifications, competencies, positive attributes and independence of Directors, as well as the remuneration of Directors, Key Managerial Personnel and other employees, in accordance with Section 178(4) of the Act.

The salient features of the Nomination and Remuneration Policy are set out in the Corporate Governance Report, forming part of this Annual Report as Annexure-IV. The Policy is also available on the Companys website under the Corporate Policies section.

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 Companys website at https://shashijitinfraprojects.com/corporate-policies/.

B. Vigil Mechanism/Whistle Blower Policy

The Company has established a Whistle Blower Policy and Vigil Mechanism in accordance with Section 177(9) of the Companies Act, 2013, the rules made thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The mechanism enables Directors, employees and other eligible persons to report concerns regarding unethical conduct, malpractice, fraud or other wrongdoing and provides adequate safeguards against victimisation or retaliation.

During the Financial Year under review, no complaint was received under the Vigil Mechanism / Whistle Blower Policy, and no personnel were denied access to the Chairperson of the Audit Committee.

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

C. Corporate Social Responsibility Policy

The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 were not applicable to the Company during the Financial Year 2025-26. Accordingly, the Company was 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 structured Risk Management Policy and framework for identifying, assessing and managing various risks associated with its business operations. Appropriate measures and internal controls are implemented to mitigate identified risks and minimize their potential impact on the Companys operations. The Company continuously monitors and reviews such risks to ensure that its business activities remain aligned with its objectives and that its resources are utilized efficiently.

E. Policy On Preservation of The Documents

In accordance with Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Preservation of Documents. The Policy provides a framework for the proper preservation, safekeeping and maintenance of the Companys records and documents and ensures that unnecessary or redundant documents are appropriately disposed of in accordance with applicable laws and regulations.

F. Corporate Policy

The Company has formulated and adopted various corporate governance policies in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These policies are aimed at promoting the highest standards of ethical conduct, transparency and good corporate governance.

The policies are reviewed periodically by the Board and updated, wherever necessary, to ensure their continued compliance with applicable laws and regulations.

The corporate governance policies are available on the Companys 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 has established and maintained an adequate Internal Financial Control system commensurate with the nature, size and complexity of its business. The controls are designed to ensure orderly and efficient conduct of operations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Audit Committee periodically reviews the adequacy and effectiveness of the internal financial control systems and recommends improvements, wherever required.

The Statutory Auditors have reviewed the Internal Financial Controls over Financial Reporting as at March 31, 2026, and their observations and conclusions thereon are included in the Independent Auditors Report.

B. Particulars of loans, guarantees or investments

The particulars of investments made by the Company during the Financial Year 2025-26 are disclosed in Note No. 6 to the Standalone Financial Statements.

During the year under review, the Company has not provided any loans, guarantees or securities, nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013, except as disclosed in the financial statements, wherever applicable.

C. Any revision made in financial statements of boards report

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

D. Code of Conduct

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Code of Conduct for Directors and Senior Management Personnel to promote ethical business practices, integrity and compliance with applicable laws.

As on March 31, 2026, all Directors and Senior Management Personnel covered under the Code have affirmed their compliance with the Code for the Financial Year 2025-26. The requisite declaration by the Managing Director confirming compliance with the Code forms part of the Corporate Governance Report.

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

E. Extracts of Annual Return

In accordance with 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 March 31, 2025 is available on the Companys website at https://shashijitinfraprojects.com/annual-reports/.

The Annual Return in Form MGT-7 for the Financial Year 2025-26 shall be made available on the Companys website after its filing with the Registrar of Companies, in accordance with 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 entered into by the Company during the Financial Year 2025-26 were in the ordinary course of business and on an arms length basis, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The requisite approval of the Audit Committee was obtained for the related party transactions, wherever applicable.

During the year under review, there were no materially significant related party transactions that could have a potential conflict with the interests of the Company. Details of related party transactions are disclosed in the Notes to the Standalone Financial Statements in accordance with the applicable Indian Accounting Standards.

Accordingly, the particulars of contracts or arrangements with related parties referred to in Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, requiring disclosure in Form AOC-2, are not applicable to 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 Companys website at https://shashijitinfraprojects.com/annual-reports/.

H. Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and complies with the applicable requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

The Report on Corporate Governance, as required under Regulation 34(3) read with Schedule V of the Listing Regulations, forms an integral part of this Annual Report.

Further, in accordance with Regulation 17(8) of the Listing Regulations, the requisite certificate from the Managing Director and Chief Financial Officer is annexed to and forms part of the Corporate Governance 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;	Considering the nature of the Companys business as a civil construction and contracting company, energy consumption is not significant. Nevertheless, the Company takes reasonable measures for the efficient utilisation and conservation of electricity and fuel at its offices and project sites, wherever applicable.
li the steps taken by the company for utilizing alternate sources of energy;	NIL
lii 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.
li the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
lii in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology	NIL
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
lv 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 the Directors and Key Managerial Personnel have been disclosed in accordance with the Nomination and Remuneration Policy and Section 197(12) of the Companies Act, 2013.

The required disclosures relating to remuneration, including the ratio of remuneration to the median remuneration of employees and particulars of top ten employees, are provided in Annexure-II to this Annual Report, in accordance with Rule 5 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(1)(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 01/04/2025	2,28,18,863	35,29,000	0	2,63,47,863
Loan taken during the year	87,55,000	34,35,000	6,35,000	1,28,25,000
Loan repaid during the year	91,23,000	47,15,000	1,85,000	1,40,23,000
Balance as on 31/03/2026	2,24,50,863	22,49,000	4,50,000	2,51,49,863

27. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors covering their roles, rights and responsibilities, the Companys operations, business model and industry.

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 Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code ensures fair, timely and transparent disclosure of Unpublished Price Sensitive Information and promotes equitable treatment of all stakeholders.

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 SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons and other connected persons.

The Code prohibits trading in the Companys securities while in possession of Unpublished Price Sensitive Information (UPSI) and during the closure of the trading window. It also prescribes the applicable procedures, disclosure requirements and 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 2025-26 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 2026 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. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No Application has been made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS WITH THE REASON THEREOF:

Company has not done any one-time settlement so there is no requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Bank or Financial Institutions.

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

37. 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

Shashijit Infraprojects Limited

Sd/-

(Ajit Jain)

Place: Vapi

Chairman and Managing Director

Dated: 3rd September, 2026

DIN: 01846992