Akash Infraprojects Ltd

To, THE MEMBERS

Your directors have pleasure in presenting herewith the 25^th ANNUAL REPORT of Akash Infra-Projects Limited (‘the Company') together with the Audited Financial Statements and Auditors' report thereon for the year ended on March 31, 2024.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on March 31, 2024 are as follows:-

(Amt. in Lakhs)

OPERATIONS AND PERFORMANCE OF THE COMPANY:

During the year under review, your Company was able to achieve on Standalone basis revenue from operation of Rs. 5,336.27 Lacs (previous year Rs. 6,178.02 Lacs) and other Non-Operating Income of Rs. 242.66 Lacs (previous year Rs. 99.31 Lacs). The Company's net profit has decreased to Rs. 34.48 Lacs as compared to Rs. 141.39 Lacs. Decrease in profit is mainly on account of reduction in operational and non-operating revenue.

STATE OF AFFAIRS AND FUTURE OUTLOOK:

The Company is engaged in the business of civil constructions and undertakes various government contracts for construction, resurfacing, widening and repairs of the roads and Bridges mainly from the State Government Departments and Municipal and Local Bodies through tender bidding in state of Gujarat. The Company also undertakes the project for construction and development of commercial complex, Hotels, Hospitals. During the yearunder review, the Company received various work orders from government and non-government authorities. The details of some of the work orders are as follows:

- During the year under review, Company has received a work order from the Office of the Executive Engineer, Sardar Vallabhbhai Patel Jilla Panchayat Office, Mehsana amounting to Rs. 58.59 crore for construction, widening, strengthening, and resurfacing of road as and when required on emergency under R & B Panchayat, Division Mehsana.

- During the year under review Company has received a work order from the Office of the Executive Engineer, Patnagar Yojana Section No. 3, Patnagar Yojana Office, Sector – 16, Gandhinagar amounting to Rs. 28.27 crore for improvement of major / minor junction and Petapur – Mahudi Road from k.m. 4/ 00 to 36/00.

THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT:

The company has 2 subsidiaries and 1 associate as on the date of report. The highlights of performance of Subsidiaries and Associate is mentioned in the financial statements and AOC-1 forming part of this Annual Report.

DIVIDEND:

In order to conserve the resources, your directors do not recommend any payment of dividend for the year under review.

Since there was no unpaid / unclaimed dividend in the Company for a period of seven years or more, the Company is not required to transfer any amount to the Investor Education and Protection Fund as required under the provision of Section 125 of the Companies Act, 2013.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves during the year under review.

SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 1,686.25 Lacs. During the year under review the Company has not issued any shares. No shares with differential voting rights, stock or sweat equity shares were issued by the Company during the year under review. During the year the Company has not transferred any Equity Shares to Investor Education and Protection Fund, pursuant to the provisions of sections 124 & 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Shri Ambusinh P. Gol(DIN: 00463376), Managing Director and Shri Yoginkumar H. Patel(DIN: 00463335), Managing Director will retire by rotation at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment.

During the year under review:

1. Shri Ghanshyambhai Vitthalbhai Patel (DIN: 08535639) was re-appointed as an Independent Director of the Company in the Annual General Meeting held on 29^th September, 2023 for the further term of five years, effective from the expiry of his tenure i.e. August 14, 2024.

2. Smt. Varsha Mahendrakumar Thakkar (DIN: 08551461) was re-appointed as an Independent Director of the Company in the Annual General Meeting held on 29^th September, 2023 for the further term of five years, effective from the expiry of her tenure i.e. August 31, 2024.

3. During the year under review, Mr. Sujit Kumar Padhi was appointed as Chief Financial Officer of the company w.e.f. May 19, 2023, keeping in view the experience and long association with the company.

After the closure of the year under review,

1. Shri Bhanuchandra Kashiram Bhavsar (DIN: 07709354), resigned as a Director (Independent Category) with effect from closure of business hours of 21^st May, 2024 due to personal reasons. The Board places appreciation for the services rendered by him during his tenure with the Company.

2. Shri Premalsinh Punjaji Gol (DIN:00463995), was appointed as an Additional Director and subsequently as Whole Time Director of the Company with effect from 7^th July, 2024 subject to the approval of shareholders in ensuing Annual General Meeting. The resolution proposing his appointment is set out in the notice convening the Annual General Meeting. The Board recommends passing of the resolution.

3. Mrs. Bhavana Ambusinh Gol (DIN: 00464041), resigned as a Director (Non-Executive) with effect from 7^th July, 2024 due to other commitments and personal reasons. The Board places appreciation for the services rendered by her during her tenure with the Company.

As on 31.03.2024, following are the Key Managerial Personnel of the Company: Shri Ambusinh Punjaji Gol–Chairman and Managing Director Shri Yoginkumar Haribhai Patel– Managing Director Shri Dineshbhai Haribhai Patel- Whole Time Director

Shri Sujit Kumar Padhi- Chief Financial Officer

Smt.Pinkal Chavda – Company Secretary & Compliance Officer

NUMBER OF BOARD MEETINGS OF THE BOARD:

During the year under review the Board met 8 times on (1) April 13, 2023, (2) May 19, 2023, (3) August 12, 2023 (4) August 23, 2023 (5) September 21, 2023 (6) October 9, 2023 (7) November 9, 2023 and (8) February 14, 2024 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details pertaining to attendance in the said meeting are given in the Corporate Governance report as annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report highlighting inter alia the business performance, risk management, internal control and affairs of the Company for the reporting year is attached as Annexure – I to this Report.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on "Corporate Governance" is attached as an Annexure-II and forms part of this report.

SUBSIDIARY AND ASSOCIATE COMPANY:

As on March 31, 2024 the Company has following subsidiary/ associate companies whose accounts are consolidated in the Company:

1. Akash Infra Inc.–Subsidiary Company

2. Akash International LLC, USA - Subsidiary Company

3. Akash Petroleum Private Limited- Associate Company

4. Akash Residency and Hospitality Private Limited- Associate of Akash Petroleum Private Limited

The salient features of the financial statement of these entities are set out in the prescribed form AOC-1 forms part of notes to accounts.

There has been no material change in the nature of business of the subsidiary and the Company does not have any material subsidiary. The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on Company's website at linkhttp://akashinfra.com/files/policies/ Policy_for_detrmining_material_subsidiary.pdf

The Audited financial statements of all subsidiaries are available on the website of the Company www.akashinfra.com.

DECLARATION FROM INDEPENDENT DIRECTOR:

Pursuant to the provisions of Section 134 of Companies Act, 2013 with respect to the declaration given by the Independent Directors of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149 (6) and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they were not aware of any circumstances or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The policy and details of familiarization programme imparted to the Independent Directors of the Company are available on the website of the Company at www.akashinfra.com.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the company under review and the date of the Board's Report.

SECRETARIAL STANDARDS:

The Board of Directors of the company confirms to the best of their knowledge and belief that the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India as amended from time to time and made applicable by the Ministry of Corporate Affairs during the financial year under review.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual Return of the Company for the financial year ended March 31, 2024 is placed on the website of the Company at http://akashinfra.com/ announcements.php#tab01.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

All the transactions entered into by the Company during the year under review with the related parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were on arms' length basis and in ordinary course of business.

There were no materially significant related party transactions entered into by the Company with the related parties during the year under review which may have potential conflict with the interest of the Company at large.

The policy on Related Party Transactions is uploaded on the Companies' website at www.akashinfra.com.

The particulars of the contracts or arrangements with the related parties as per the provisions of Section 188 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 is given in prescribed form AOC – 2 attached to the report as Annexure – III.

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

The details of loan/ investments/ guarantee, if any made by the Company are provided in the notes forming part of the financial statements.

The Company has not provided any security u/s 186 of the Companies Act, 2013 during the year under review.

STATUTORY AUDITORS:

M/s. RRS & Associates, Chartered Accountants (Firm Registration No. 118336W) was appointed as Statutory Auditors, for a term of five years to hold office till the conclusion of the Annual General Meeting to be held for the Financial Year 2026-27.

AUDITORS OBSERVATIONS:

There are no qualification, reservation, disclaimer or adverse remark in the Auditors' report. and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013M/s. V. N. Vasani & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure - IV to this report and does not contain any qualification.

COST AUDITOR:

As per the requirement of Section 148 (3) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Rahil Shah & Associates, Cost Accountants, [FRN:002123] as Cost Auditor of the Company to conduct the audit of the Cost Records for the Financial Year 2024-25. As required under the Companies Act, 2013, a resolution seeking members' approval for the ratification of remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

MAINTENANCE OF COST RECORDS:

The Directors of the Company to the best of their knowledge and belief state that the Company has maintained adequate Cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant Rules framed thereunder.

FORMAL ANNUAL PERFORMANCE EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, individual Directors, its committees including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company. They have shown the satisfaction with the performance of Non-Executive Directors.

PARTICULARS OF EMPLOYEES:

The disclosure 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 is annexed as Annexure-V and forms an integral part of this Report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by members at the Registered office of the Company during business hours on working days of the Company between 11:00 A.M. to 4:00 P.M. upto the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, read with the relevant Rules framed thereunder, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as per Annexure –VI to this Report. The Company's Policy for the appointment of Directors and KMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company's website at www.akashinfra.com.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm to the best of their knowledge that: i. In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made for the same. ii. They have 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 of the Company for that period. iii. They have 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; iv. They have prepared the annual accounts ongoing concern basis. v. Proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively and vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE:

The Audit Committee of the Company as on March 31, 2024 consists of following Directors as its members:

Further details pertaining to scope of committee and attendance in the meeting are given in the Corporate Governance report as annexed to this report.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria mentioned in the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, and accordingly the Company is not required to constitute CSR Committee nor is it required to spend any amount in CSR Activity.

VIGIL MECHANISM:

Pursuant to provisions of Section 177 (9) of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations and relevant rules framed thereunder the Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, Employees or business associates for reporting the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company's code etc. to the Chairman of the Audit Committee.

The policy also provides for adequate safeguard against victimization of the Directors' / Employees who avail the services of said mechanism. The same is available on the Company's website www.akashinfra.com.

RISK MANAGEMENT POLICY:

Your company has developed and implemented a Risk Management Policy pursuant to Section 134(3)(n) of the Companies Act, 2013 read with the relevant Rules framed thereunder, which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of Risk element that may threaten the existence of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application or any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

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

No such instances have occurred during the year under review.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures etc. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company's operations. The internal auditor assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are enumerated as below:

1. The steps taken or impact on conservation of energy:-

The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

2. The steps taken by the company for utilizing alternate sources of energy.

Company has not taken any step for utilizing alternate sources of energy.

3. The capital investment on energy conservation equipment.

Company has not made any capital investment on energy conservation equipment.

Technology Absorption:

Company has not imported any technology and hence there is nothing to be reported here.

Foreign Exchange Earning and Outgo:

There were no foreign exchange earnings and outgo during the year under review.

INDUSTRIAL RELATIONS:

The Company's industrial relations with its employees continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance and growth of the Company.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has complied with the provision relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors declare and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant / material orders have been passed by any Regulators or Courts or Tribunals which shall affect the going concern status of the Company's operations as on date of this report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the excellent assistance and cooperation received from the Governmental authorities, the banks and financial institutions, customers, vendors, workers, officers, staff and investors for their continued support during the year.