To,

Dear Members of Shashijit Infraprojects Limited Vapi.

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

1. FINANCIAL HIGHLIGHTS

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

(Amount in Rupees)

2. STATE OF THE COMPANY’S AFFAIRS

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

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

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

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

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

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

3. APPROPRIATIONS

- DIVIDEND

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

- TRANSFER TO RESERVE & SURPLUS

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

4. CLASSES OF SHARES

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

5. EXTRACTS OF ANNUAL RETURN

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

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

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

7. VARIATION IN IPO FUND UTILISATION

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

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

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

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

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

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

(Rs. in Lacs)

8. CHANGES IN AUTHORISED SHARE CAPITAL:

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

9. DEPOSITS

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

10.MEETING OF INDEPENDENT DIRECTORS

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

11.BOARD EVALUATION

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

12.DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

16.NOMINATION AND REMUNERATION POLICY:

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

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

17.CONSTITUTION OF COMITTEES AUDIT COMMITTEE

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

NOMINATION & REMUNARATION COMMITTEE

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

STAKEHOLDER RELATIONSHIP COMMITTEE

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

18.AUDITORS STATUTORY AUDITORS

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

STATUTORY AUDITORS’ OBSERVATIONS IN AUDIT REPORT

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

SECRETARIAL AUDITOR

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

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

SECRETARIAL AUDITORS’ OBSERVATIONS IN SECRETARIAL AUDIT REPORT

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

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

INTERNAL AUDITORS

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

19.INTERNAL AUDIT & CONTROLS

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

20.DISCLOSURE OF PROVIDING VIGIL MECHANISM

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

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

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

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

22.SECRETARIAL STANDARDS

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

23.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

24.MANAGEMENT DISCUSSION AND ANALYSIS

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

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

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

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

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

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

b. TECHNOLOGY ABSORPTION:

c. FOREIGN EXCHANGE EARNINGS AND OUTGO-

27.CORPORATE GOVERNANCE:

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

28.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

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

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

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

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

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

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

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

31.COST RECORDS

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

32.HUMAN RESOURCES & INDUSTRIAL RELATIONS:

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

33.PARTICULARS OF EMPLOYEES

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

34.DIRECTORS RESPONSIBILITY STATEMENT

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

a. ACCOUNTING STANDARD

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

b. ACCOUNTING POLICIES

The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. PROPER EFFICIENT AND CARE

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

d. GOING CONCERN BASIS

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

e. INTERNAL FINANCIAL CONTROLS

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

f. COMPLIANCE WITH ALL LAWS

The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35.CFO/CEO CERTIFICATION:

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

36.CODE OF CONDUCT

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

37.REPORTING ON SUSTAINABILITY

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

38.RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

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

39.OTHER DISCLOSURES:

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

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

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

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

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

40.ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Shashijit Infraprojects Limited

Sd/-

(Ajit Jain)

Place: Vapi Chairman & Managing Director

Dated: 1^st September, 2018 DIN: 01846992