Shashijit Infraprojects Ltd Directors Report

Dear Members,

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 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, 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 Companys 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	cs@shashijitinfraprojects.com
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-enactment(s) 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

Companys 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 Companys 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 & COMPANYS OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and 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 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 Companys 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 18th 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 reappointment 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 (KMPs):

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 3rd 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 3rd 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 Directors 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 15th Annual General Meeting of the Company to hold office for a term of 5 (five) years until the conclusion of 20th 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 31st March, 2025 does not contain any qualifications, reservations or adverse remarks.

Boards 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.

Boards 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. COMPANYS 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 Companys 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 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 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 Auditors 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 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 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 Companys 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 Companys 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 Companys 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 arms 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 Committees 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 arms 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 Companys 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)-	NIL
	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
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:

	Ajit Jain	Shashi Jain	Aakruti Jain	Total
Particulars	(CMD)	(WTD)	(WTD)
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 Companys 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 Companys 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 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

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: 3rd September, 2025	DIN: 01846992