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 Company's operations, key developments, and financial
results during the year under review. 

1. FINANCIAL PERFORMANCE 
Your Company's financial performance during the year is summarized
below: 

(Amount in Lakhs)

  

    
Particulars
    
Financial Year Ended 31st March, 2025
    
Financial Year Ended 31st March, 2024
  
  

    
Revenue from operations
    
2287.474
    
2735.171
  
  

    
Other Income
    
19.558
    
10.498
  
  

    
Total Income
    
2307.031
    
2745.669
  
  

    
Less: Expenditure
    
2508.400
    
2514.667
  
  

    
Earnings before Interest, Tax, Depreciation and amortization
    (EBITDA)
    
-201.369
    
230.999
  
  

    
Less: Finance Cost
    
88.713
    
112.906
  
  

    
Depreciation
    
79.042
    
96.353
  
  

    
Profit/(Loss) Before Tax
    
-369.124
    
21.740
  
  

    
Less: Tax Expense
    

    

  
  

    
Current Tax
    
-
    
-28.316
  
  

    
Deferred Tax Credit
    
48.816
    
39.330
  
  

    
Tax Expenses Related to Prior Period
    
9.726
    
0
  
  

    
Net Profit/(Loss) After Tax
    
-310.582
    
32.757
  
  

    
Profit (Loss) From Discontinued Operation Before Tax
    
-
    
-94.170
  
  

    
Less: Tax Expenses of Discontinued Operations
    
-
    
0
  
  

    
Net Profit (Loss) From Discontinued Operation After Tax
    
-
    
-94.170
  
  

    
Net Profit (Loss) After Tax
    
-310.582
    
-61.413
  
  

    
Total Comprehensive Income
    
-310.804
    
-60.612
  
  

    
Paid up Capital
    
1453.440
    
1034.400
  
  

    
Reserve & Surplus
    
40.990
    
85.704
  

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

2. PERFOMANCE, PROSPECTS AND OUTLOOK 
During the financial year ending 31st March 2025, the following key
financial developments were observed; 
Net Revenue from Operations: During the financial year 2024-25,
the Company achieved a standalone net revenue of Rs. 2,287.47 Lakhs, marking a decline of
16.37% from Rs. 2,735.17 Lakhs reported in the preceding year 
Net Loss after tax: The Company incurred a net loss of Rs.
310.58 Lakhs for the financial year 2024-25, contrasting with the net loss of Rs. 61.41
Lakhs reported in the previous financial year. 
Total Comprehensive Income: Total Comprehensive income is Rs.
-310.80 Lakhs for the financial year 2024-25, as against Rs. -60.61 Lakhs in the previous
financial year. 
Earnings per Share (EPS):Earnings per Share (EPS) of the Company
is Rs.-0.582 comparing to Earning per Share (EPS) of the Company of Rs. -0.117 of previous
financial year. 
For more details, please refer to the Management Discussion and
Analysis Report (MDAR), forming part of this Report in "Annexure-I", which,
inter-alia, deals adequately with the operations as well as the current and future outlook
of the Company. 

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

4. CHANGES IN CAPITAL STRUCTURE 
During the year under review, pursuant to the approval of the members
by way of an Ordinary Resolution passed at the Extra-Ordinary General Meeting held on 13th
February, 2025, your Company increased its Authorised Share Capital from Rs. 12,50,00,000
(Rupees Twelve Crores Fifty Lakhs only) to Rs. 15,00,00,000 (Rupees Fifteen Crores only),
divided into 7,50,00,000 (Seven Crores Fifty Lakhs) equity shares of Rs. 2 (Rupees Two
only) each, by the creation of an additional 1,25,00,000 (One Crore Twenty Five Lakhs)
equity shares of Rs. 2 (Rupees Two only) each. 
Further, with the approval of the members in the said Extra-Ordinary
General Meeting, the Company offered, issued, and allotted 2,09,52,000 (Two Crores Nine
Lakhs Fifty Two Thousand) equity shares at a price of Rs. 3.27 (Rupees Three and
Twenty-Seven Paise only) per equity share, by way of a preferential issue, in the Board
meeting held on 3rd March, 2025, in compliance with the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Companies
Act, 2013. The shares so allotted rank pari-passu in all respects with the existing equity
shares of the Company. 
Consequent to the said allotment, the Paid-up Share Capital of the
Company increased from Rs. 10,34,40,000 (Rupees Ten Crores Thirty Four Lakhs Forty
Thousand only), consisting of 5,17,20,000 (Five Crores Seventeen Lakhs Twenty Thousand)
equity shares of Rs. 2 (Rupees Two only) each, to Rs. 14,53,44,000 (Rupees Fourteen Crores
Fifty Three Lakhs Forty Four Thousand only), consisting of 7,26,72,000 (Seven Crores
Twenty Six Lakhs Seventy Two Thousand) equity shares of Rs. 2 (Rupees Two only) each. 

Pursuant to the above changes, the capital structure of the Company as
on 31st March, 2025, is as under: 
Authorised Share Capital: Rs. 15,00,00,000 (Rupees Fifteen
Crores only), divided into 7,50,00,000 (Seven Crores Fifty Lakhs) equity shares of Rs. 2
(Rupees Two only) each. 
Issued, Subscribed and Paid-up Share Capital: Rs. 14,53,44,000
(Rupees Fourteen Crores Fifty Three Lakhs Forty Four Thousand only), consisting of
7,26,72,000 (Seven Crores Twenty Six Lakhs Seventy Two Thousand) equity shares of Rs. 2
(Rupees Two only) each. 
Additionally, the Company has not bought back any of its securities or
issued any Sweat Equity Shares or provided any Stock Option Scheme to the employees. 

5. TRANSFER TO RESERVE & SURPLUS 
The Company does not propose to transfer any amount to general reserves
and entire loss for the year forms part of retained earnings. 

6. DIVIDEND 
In view of the financial performance of the Company for the financial
year ended 31st March, 2025, wherein the Company has incurred a net loss, the Board of
Directors has deemed it prudent not to recommend any dividend for the year under review.
This decision has been taken with a view to conserve the Company's reserves and
maintain financial stability to support future operational and strategic requirements. 
Further, pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the top 1,000 listed entities based on
market capitalization are required to formulate a Dividend Distribution Policy. Since the
Company does not fall within the ambit of the said regulation, the requirement to adopt
and disclose a Dividend Distribution Policy is not applicable. 

7. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND & SHARE
APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) During the
financial year under review, there were no funds/shares which were required to be
transferred to Investor Education and Protection Fund (IEPF) by the Company. 
There remains unclaimed dividend pertaining to the Final Dividend
declared for FY 2018 19 from one shareholder. The Company in compliance with Section 124
of Companies Act, 2013 has transferred to the Unpaid Dividend Account the following
amount: 

  

    
Sr. No.
    
Type of Dividend and year
    
Amount (In Rs.)
    
Year in which it will get transferred to
    IEPF
  
  

    
01.
    
Final Dividend 2018-19
    
480/-
    
October, 2026
  

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

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

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

  

    
Name of the Company Secretary designated as Nodal Officer
    
Neha Mewara
  
  

    
Direct Phone No.
    
0260-2432963
  
  

    
Email ID
    
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 
Company's financial position have occurred between the end of the
financial year of the Company and date of this report. 

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

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

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE 
GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE 
No significant or material orders were passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's operations in
future. 

15. PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS
COMMITTEE UNDER THE SEXUAL 
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 
The Company does not employ child labour, forced labour or involuntary
Labour. The Company has a Policy on Prevention of Sexual Harassment at Workplace in
accordance with the statutory requirements of The Sexual 
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The policy aims at prevention of harassment of women and lays down
the guidelines for identification, reporting and prevention of sexual harassment. There is
an Internal Complaints Committee (ICC) which is responsible for redressal of complaints
related to sexual harassment as per the guidelines provided in the policy. All women
employees (permanent, temporary, contractual and trainees) are covered under this policy.
The policy has been circulated amongst the employees of the Company and the same is
exhibited on the notice board of all the business locations/divisions of the Company.
During the year under review, the Company has not received any complaint. 
The details of complaints received and resolved during the year are as
follows: 

  

    
1.
    
No. of complaints of sexual harassment
    receivedin the Financial Year
    
--
  
  

    
2.
    
No. of complaints disposed ofduring the
    Financial Year
    
--
  
  

    
3.
    
No. of cases pending for more than 90 days
    
--
  


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

17. HUMAN RESOURCES: 
The Company considers its employees as most important resources and
asset. The Company follows a policy of building strong teams of talented professionals.
The Company continues to build on its capabilities in getting the right talent to support
different products and geographies and is taking effective steps to retain the talent. It
has built an open, transparent and meritocratic culture to nurture this asset. The Company
ensures that safe working conditions are provided in the offices of the Company. 
The Company has kept a sharp focus on Employee Engagement. The
Company's Human Resources is commensurate with the size, nature and operations of the
Company. The overall industrial relations in the Company have been cordial. 
Following is details of number of employees in Company as on closure of
financial year: 

  

    
Sr. No.
    
Category
    
No. of Employees
  
  

    
01
    
Male
    
37
  
  

    
02
    
Female
    
07
  
  

    
03
    
Transgender
    
-
  


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

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

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

B. Change in office of Directors and Key Managerial Personnel of the
Company during the year and details of Directors seeking re-appointment at 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 (KMP's): 
Pursuant to the provisions of Section 203 and Section 2(51) of the
Companies Act, 2013, the following officials continued to serve as Key Managerial
Personnel (KMP) of the Company during the financial year: 
Mr. Ishwar Patil Chief Financial Officer (CFO) 
Mr. Manthan Shah Company Secretary and Compliance Officer 
There was no change in the Key Managerial Personnel during the year
under review. However, subsequent to the closure of the financial year, Mr. Manthan Shah
resigned from the position of Company Secretary & Compliance Officer with effect from
31st August, 2025. Further, Company has appointed Mrs. Neha Mewara as Company Secretary
and Compliance Officer with effect from 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 Director's performance. The evaluation of the Board as a whole and
individual Directors was based on the criteria and framework adopted by the Board, taking
into account various performance parameters. 

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

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

b) That they had selected such accounting policies and applied them
consistently, and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period; 

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

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

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

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

21. AUDITORS 

A. Statutory Auditors 
Pursuant to Section 139(1) of the Companies Act, 2013 M/s Kakaria and
Associates LLP, Chartered Accountants (FRN: 104558W/W100601) were appointed as the
Statutory Auditors of the Company at 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. 

Board's comment on the observation in Independent Audit Report i. As
referred under Clause vii (a) of Annexure B of Auditors Report on Standalone Financial 
Statements: 
Principal amounts pertaining to income tax demands for A.Y. 2011 12 and
A.Y. 2017 18 have been duly paid subsequent to the closure of the financial year, while
the corresponding interest amounts are still pending for payment and are under process.
With respect to TDS dues, the Company has already cleared a major portion of the amounts
relating to Q1 and Q3 of A.Y. 2025 26, and the balance is in the process of being settled.
Further, the amount reported for Q4 of A.Y. 2021 22 was only due to an accounting error,
and no liability exists in this regard. The delay in compliance was primarily due to a
technical issue and administrative errors within our organization. We are actively taking
corrective measures to ensure full and timely compliance with all tax regulations going
forward. ii. As referred under Clause ix (a) of Annexure B of Auditors Report on
Standalone Financial 
Statements: 
The Board clarifies that the delay in EMI payments was temporary and
primarily attributable to short-term liquidity constraints arising from business slowdown
and working capital mismatches. The Company has since regularized all overdue payments. iii.
As referred under Clause j (VI) of Auditors Report on Standalone Financial Statements:
the Company had duly enabled the audit trail feature in its accounting software and the
same was operative during the year for all transactions; however, due to a technical issue
in the software, the feature was not enabled at the database level for direct data changes
in the general ledger. This is a technical issue of the software and not a lapse on the
part of the Company. Importantly, there has been full compliance with the statutory
requirement, no instances of tampering with the audit trail were observed during the
audit, and all records have been duly preserved in accordance with law. 

B. Secretarial Auditor 
Pursuant to the provisions of Section 204(1) of the Companies Act,
2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modifications or re-enactments
thereof), the Company appointed Mr. Nitesh P. Shah, Practicing Company Secretary (M. No.
35681, COP No. 13222), having Peer Review Certificate No. 6607/2025 to conduct the
Secretarial Audit for the financial year 2024-25. 
Accordingly, he has conducted Secretarial Audit for the Financial Year
2024-25 and Secretarial Audit Report in Form MR-3 is enclosed herewith as
"Annexure-III". Pursuant to provisions of Regulation 24A of Listing
Regulations, the Secretarial Auditor have also issued Annual
Secretarial Compliance Report for the F.Y. 2024-25. 
Mr. Nitesh P. Shah, Practicing Company Secretary, has provided his
written consent to act as the Secretarial Auditor of the Company and has also submitted an
eligibility certificate confirming that he is not disqualified from being appointed as
Secretarial Auditor under the provisions of the Companies Act, 2013, the rules made
thereunder, and the SEBI Listing Regulations. 
In compliance with the Listing Regulations, and based on the
recommendation of the Audit Committee, the Board has proposed the appointment of Mr.
Nitesh P. Shah as the Secretarial Auditor of the Company for a term of five consecutive
financial years, commencing from April 1, 2025 to March 31, 2030. 
A resolution seeking approval of the shareholders for his appointment
forms part of the Notice of the 18th Annual General Meeting of the Company under Item No.
3. 

Secretarial Auditors' observations in Secretarial Audit Report 
The remarks given by the Secretarial Auditors are as under; 
1. The Company has filed E-Form MSME for the half year ended 31st
March, 2024, after the due date, pursuant to the Specified Companies (Furnishing of
Information about payment to Micro and Small Enterprise Suppliers) Order, 2019. 
2. The Company has filed E-Form MSME for the half year ended 30th
September, 2024, after the due date, pursuant to the Specified Companies (Furnishing of
Information about payment to Micro and Small Enterprise Suppliers) Order, 2019. 
3. The Company did not submit the Financial Results for the Quarter and
Year ended on 31st March, 2024 to the Stock Exchange (BSE Limited) within 60 days from the
end of the Financial Year in terms of Regulation 33(3)(d) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. 

Board's comment on the observation 
With respect to the 1st and 2nd remarks, the delay in filing Form MSME
was primarily due to the reconciliation of outstanding payments to Micro and Small
Enterprises, which was necessary to ensure accuracy of the disclosures. The Company has
since strengthened its internal systems and processes to avoid such delays in the future
and remains committed to ensuring timely compliance with all applicable statutory
requirements. With respect to the 3rd remark, the Company respectfully submits that it had
complied with the requirements of Regulation 33 of SEBI (LODR) Regulations, 2015. However,
as part of the process, the Company has deposited the fine levied by BSE Limited and has
subsequently applied through the BSE Listing Centre for a waiver of the same. The
application is presently under consideration as on the date of this Report. 

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

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

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

23. COMPANY'S POLICIES 
A. Nomination and Remuneration Policy 
In accordance with the provisions of Section 178(3) of the Companies
Act, 2013, the Company has established a Nomination and Remuneration Policy. This policy
outlines the criteria for determining the qualifications, competencies, positive
attributes, and independence required for the appointment of Directors (both Executive and
Non-Executive). It also highlights the remuneration structure for Directors, Key
Managerial Personnel, and other employees, ensuring compliance with the matters specified
in Section 178(4) of the Act. 
The salient features of the Nomination and Remuneration Policy are
detailed in the Corporate Governance 
Report, which forms part of this Annual Report as
"Annexure-IV". The Policy is also available on the Company's website at
https://shashijitinfraprojects.com/corporate-policies/. 

B. Vigil Mechanism/Whistle Blower Policy 
Your Company is committed to maintaining the highest standards of
professionalism, honesty, integrity and ethical behaviour and legal business conduct. In
alignment with this commitment, the Company has adopted a Whistle Blower Policy and Vigil
Mechanism in compliance with the provisions of Section 177(9) of the Companies Act, 2013
and the applicable rules thereunder and regulation 22 of the Listing Regulations. 
This mechanism provides a formal framework for directors, employees and
other persons to report concerns about suspected unethical behaviour, malpractice, abuse,
or other instances of wrongdoing within the company. It also ensures adequate safeguards
to protect whistleblowers from any form of retaliation or victimisation for raising such
concerns in good faith. 
During the Financial Year under review, no whistle blower event was
reported and mechanism is functioning well. No personnel have been denied access to the
Chairperson of Audit Committee. The said policy is available on the website of the Company
at https://shashijitinfraprojects.com/corporate-policies/. 

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

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

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

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

24. OTHER MATTER 
A. Internal Financial Controls 
The Company maintains a robust internal financial control system to
ensure the orderly and efficient conduct of its business operations. These encompass
adherence to internal policies, safeguarding of assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting records, and the timely preparation of
accurate financial information. 
The Audit Committee regularly reviews the adequacy and effectiveness of
the internal control systems and provides recommendations for their continuous
improvement. 
Additionally, the Statutory Auditors have reviewed the Internal
Controls over Financial Reporting as of 
March 31, 2025, and their report on this matter is included in the
Independent Auditor's Report. 

B. Particulars of loans, guarantees or investments 
Details of investments made by the Company are disclosed in Note No. 7
of the Notes to the Standalone Financial Statements. 
The Company has not provided any guarantees or securities, nor has it
granted any loans or advances in the nature of loans to any firms or companies in which
the Directors are interested, as covered under Section 186 of the Companies Act, 2013,
read with the Companies (Meetings of Board and its Powers) Rules, 2014. 

C. Any revision made in financial statements of board's report 
The Company has not revised the Financial Statements or Board's
Report in respect of any of the three preceding Financial Years. 

D. Code of Conduct 
In compliance with Regulation 26(3) of the Listing Regulations and the
Companies Act, 2013, the Company has framed and adopted a Code of Conduct for Directors
and Senior Management Personnel. This Code provides guidance on ethical business conduct
and legal compliance. 
As of 31st March 2025, all individuals covered under the Code
have affirmed their compliance for the year under review. A declaration confirming
compliance with the Company's Code of Conduct for the financial year ended 31st March
2025, as required under the SEBI Listing Regulations, has been signed by the Managing
Director and forms part of the Corporate Governance Report. 
The Code of Conduct is available on the Company's website at https://shashijitinfraprojects.com/corporate-policies/.


E. Extracts of Annual Return 
In accordance with the provisions of Section 92(3) and Section
134(3)(a) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the
financial year ended 31st March 2024 is available on the Company's website and can be
accessed at: https://shashijitinfraprojects.com/annual-reports/ 
Further, the Annual Return in Form MGT-7 for the financial year 2024 25
will be made available on the same website after filing with the Registrar of Companies,
post the conclusion of the ensuing 18th Annual General Meeting, as required under the
applicable provisions of the Companies Act, 2013. 

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

G. Related Party Transactions 
All related party transactions conducted during the financial year were
in the ordinary course of business and on an arm's length basis, in accordance with the
provisions of the Companies Act, 2013. In compliance with the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) 
Regulations, 2015 ("SEBI Listing Regulations"), the Audit
Committee's approval was obtained for all related party transactions. 
During the year under review, there were no materially significant
related party transactions that could potentially conflict with the interests of the
Company. A statement of all related party transactions is presented to the Audit Committee
on a quarterly basis, detailing the nature, value, and terms and conditions of each
transaction. Since all related party transactions were on an arm's length basis and
in the ordinary course of business, no further details are required to be provided in Form
AOC-2, as prescribed under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014. 
Details of related party transactions, as per Indian Accounting
Standards (IND AS), are included in the Notes to the Standalone Financial Statements of
the Company. 
In line with the Listing Regulations, the Company has also adopted a
Policy on Materiality and Dealing with 
Related Party Transactions. This policy is available on the
Company's website at https://shashijitinfraprojects.com/annual-reports/. 

H. Corporate Governance 
The Company is dedicated to upholding the highest standards of
Corporate Governance and adheres to the requirements set forth by SEBI. The Report on
Corporate Governance, as mandated under Regulation 34(3) read with Schedule V of the
Listing Regulations, is included as part of this Annual Report. 
Additionally, in accordance with Regulation 17(8) of the Listing
Regulations, a certificate from the Managing Director and Chief Financial Officer is
annexed to this Report. 

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

  

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

    
Ii
    
the steps taken by the company for utilizing alternate
    sources of energy;
    
NIL
  
  

    
Iii
    
the capital investment on energy conservation equipment;
    
NIL
  


ii. Technology Absorption: 

  

    
I
    
the efforts made towards technology absorption;
    
The Company did not absorb any technology during the year.
  
  

    
Ii
    
the benefits derived like product improvement, cost
    reduction, product development or import substitution;
    
NIL
  
  

    
Iii
    
in case of imported technology (imported during the last
    three years reckoned from the beginning of the financial year)-
    
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 Company's securities. It aims to maintain
uniformity, transparency, and fairness in dealings with all stakeholders while ensuring
compliance with applicable laws and regulations. 
The copy of the same is available on the website of the Company at
https://shashijitinfraprojects.com/corporate-policies/ 

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

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

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

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

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

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


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

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

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

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

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

  

    

    
For and on behalf of the Board of Directors
  
  

    

    
ShashijitInfraprojects Limited
  
  

    

    
Sd/-
  
  

    

    
(Ajit Jain)
  
  

    
Place:Vapi
    
Chairman and Managing Director
  
  

    
Dated: 3rd September, 2025
    
DIN: 01846992