Directors Report of Akash Infra-Projects Ltd.

Mar 31, 2024

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)

Particulars		Standalone	Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income including Other Income Profit / (loss) Before Depreciation,	5578.92	6277.33	6202.26	6283.55
Amortization and Taxation	158.21	277.44	159.66	279.27
Depreciation and Amortization Profit / (Loss) before Extra Ordinary &	82.92	102.37	100.36	106.48
Exceptional Items Extra Ordinary Items Exceptional Items	75.29	175.07	59.30	172.79
Profit / (Loss) before Taxation	75.29	175.07	59.30	172.79
Provision for taxation - For Current Tax	12.36	29.77	12.36	29.77
Short/(Excess) provision of tax of earlier year	24.34	(2.97)	24.34	(2.97)
Deferred Tax Liability/(Assets)	4.11	6.88	4.11	6.88
Share of profit from associate companies	—	—	4.03	(1.04)
Profit / (Loss) after Taxation	34.48	141.39	22.52	138.07

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 nonoperating 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 nongovernment 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 An nexure - 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 An nexure-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:

Name of the Member	Position	Category
Smt. Monika Shekawat	Chairperson	Independent Director
Shri Ashwinkumar Jani	Member	Independent Director
Shri Yoginkumar Patel	Member	Executive Director
Shri Ghanshyambhai Patel	Member	Independent Director

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:

Conservation of Energy:

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.

FOR AND ON BEHALF OF THE BOARD FOR AKASH INFRA-PROJECTS LIMITED Place : Gandhinagar AMBUSINH P. GOL YOGINKUMAR H. PATEL

Date : 14/08/2024 CHAIRMAN & MANAGING DIRECTOR MANAGING DIRECTOR

DIN : 00463376 DIN : 00463335

---

Mar 31, 2023

Your directors have pleasure in presenting herewith the 24^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, 2023.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on March 31,2023 are as follows:-

Particulars		Standalone	Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income including Other Income Profit / (loss) Before Depreciation,	6277.33	9565.73	6283.55	9571.54
Amortization and Taxation	277.44	357.57	279.27	361.04
Depreciation and Amortization Profit / (Loss) before Extra Ordinary &	102.37	122.28	106.48	126.13
Exceptional Items Extra Ordinary Items Exceptional Items	175.07	235.29	172.79	234.91
Profit / (Loss) before Taxation	175.07	235.29	172.79	234.91
Provision for taxation - For Current Tax	29.77	42.25	29.77	42.25
Short/(Excess) provision of tax of earlier year	(2.97)	(0.72)	(2.97)	(0.72)
Deferred Tax Liability/(Assets)	6.88	(44.17)	6.88	(44.17)
Profit / (Loss) after Taxation	141.39	237.93	139.11	237.55

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. 6,178.02Lacs (previous year Rs. 7,884.37 Lacs) and other Non-Operating Income of Rs.99.31 Lacs (previous year Rs. 1,681.36Lacs). The Company''s net profit has decreased to Rs. 141.39 Lacs as compared to Rs. 237.93 Lacs. Decrease in profit is mainly on account of reduction in operational 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 year under review, the Company has received a work order from Vivanta Industries Limited aggregating to Rs. 21,00,00,000/- for providing Turnkey Project solutions for multi-Speciality Hospital with ICCU, CATHLAB, Ortho-Unit, Gynae-Unit, Surgery Unit etc. for phase I and II and the entire project which is spreading in 80,000 Sq. Ft. Area.

During the year under review, in the pending legal matter with AMC, Company has received favourable Arbitration order award amounting to Rs. 85.38 Crores paid by AMC to the Company. The said order has been challenged by AMC in the Commercial Court of Ahmedabad. The Company has also contested the same and also filed suit for recovery of additional amount. The said matter is pending before the court. Further, Board is pleased to inform that after the period under review, the Board at its meeting held on April 12, 2022 decided to make investment by way of capital contribution in M/s. Akash International LLC, USA for the amount not exceeding USD 51,000. The said entity is also engaged in the construction of Highway, Street and Bridge etc. The Company is anticipated to get benefitted from this investment in outside country.

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. (Previous year Dividend 0.10 per share (i.e 1.00%)

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, 2023 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 Yoginkumar Haribhai Patel (DIN: 00463335) and Shri Dineshbhai Haribhai Patel (DIN: 00468821) will retire by rotation at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment.

The Board of Directors, upon the recommendation of Nomination & Remuneration Committee in terms of Nomination and Remuneration Policy, in their meeting held on August 23, 2023 has approved the proposal for re-appointment of Smt. Varsha Mahendrakumar Thakkar and Shri Ghanshyambhai Vitthalbhai Patel as Independent Director of the Company for the further term of five years, effective from the expiry of their tenure i.e. August 30, 2024 and August 13, 2024 respectively at the at the ensuing Annual General Meeting. Accordingly, the matter for their re-appointment for a further period of 5 years have been included in the notice convening the 24^th Annual General Meeting of the Company and necessary explanation and details have been mentioned in the explanatory statement to the Notice.

During the year under review, Mr. Sujit Kumar Padhi resigned from the post of Chief Financial Officer of the Company with effect from March1,2023. However, after the closure of the year under review, he was again 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.

As on 31.03.2023, 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

Ms.Pinkal Chavda - Company Secretary & Compliance Officer

POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON 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 -VII 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.

NUMBER OF BOARD MEETINGS OF THE BOARD:

During the year under review the Board meet 8 times on (1) April 12, 2022, (2) May 2, 2022, (3) May 21,

2022 (4) July 1,2022 (5) August 6, 2022 (6) November 12, 2022 (7) February 14, 2023, and (8) February 28,

2023 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.

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, 2023 the Company has following subsidiary/ associate companies whose accounts are consolidated in the Company:

1. Akash Infra Inc.-Subsidiary Company

2. Akash Petroleum Private Limited- Associate Company

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

During the year under review, M/s. Akash International LLC, USA became the Subsidiary of the Company w.e.f. February 02, 2023.

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 link http://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:

The Independent Directors of the Company have given declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations and in the opinion of the Board, the Independent Directors meet the said criteria. Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance 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 31,2023 is placed on the website of the Company at http://akashinfra.com/announcements.php#tab01.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

The Securities and Exchange Board of India vide its amendments had made amendments in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) which were effective from April 1, 2022. In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended read with Section 188of the Companies Act, 2013 and the Rules thereunder, as amended upto date, Board of Directors has accordingly updated and amended the policy on the Related Party Transaction including material transactions, which is to be followed in letter and spirit. The policy is available on the website of the Company www.akashinfra.com.

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. 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 during the year under review.

STATUTORY AUDITORS:

M/s. RRS & Associates, Chartered Accountants (Firm Registration No. 118336W) were 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, 2013 M/s. V. N. Vasani & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2022-23. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as

An nexure - IV to this report and does not contain any qualification, reservation, disclaimer or adverse remark.

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 2023-24. 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.

REPORTING OF FRAUDS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

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 An nexure-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) 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.

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 financial statements 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 31,2023 consists of following Directors as its members:

Name of the Member	Position	Category
Smt. Monika Shekawat	Chairperson	Independent Director
Shri Ashwinkumar B. Jani	Member	Independent Director
Shri Yoginkumar H. Patel	Member	Executive Director
Shri Ghanshyambhai Patel	Member	Independent Director

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:

Conservation of Energy:

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 during the year under review and during the year under review there was foreign outgo towards remittance of initial capital contribution of 51,000 USD in M/s. Akash International LLC, Subsidiary Company.

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.

FOR AND ON BEHALF OF THE BOARD FOR AKASH INFRA-PROJECTS LIMITED Place : Gandhinagar AMBUSINH P. GOL YOGINKUMAR H. PATEL

Date : August 23, 2023 CHAIRMAN & MANAGING DIRECTOR MANAGING DIRECTOR

DIN : 00463376 DIN : 00463335

---

Mar 31, 2018

DIRECTORS'' REPORT

To,

THE MEMBERS

Your Directors present herewith the 19lhANNUAL REPORT together with the Audited Financial Statements and Auditors'' report thereon for the year ended on 31st March, 2018.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st March, 2018 are as follows:-

			(Amt. in Lakhs)
Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Total Income including Other Income	14,513.14	9,414.91	16,481.74	11,351.46
Profit / (loss) Before Depreciation, Amortization and Taxation	568.34	792.94	589.01	812.29
Depreciation and Amortization	310.84	238.30	319.17	247.79
Profit/ (Loss) before Taxation	257.50	554.64	269.84	564.50
Provision for taxation - For Current Tax	52.50	113.08	57.00	116.92
Short/(Excess) provision of tax of earlier year	(14.83)		(14.50)	—
Deferred Tax Liability /(Assets)	24.17	(2.60)	23.97	(3.77)
Profit / (Loss) after Taxation	195.66	444.16	203.37	451.35

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 of the State Government Departments and Municipal and Local Bodies through tender bidding.The Company''s revenue including other income for the financial year 2017- 18 was Rs.14,513.14 Lakhs as compared to previous year Rs. 9,414.91 Lakhs. During the year under review the Company has earned net profit of Rs. 195.66 Lakhs as compared to Rs. 444.16 Lakhs during previous year. During the year under review, there has been no change in the nature of the business of the Company.

DIVIDEND:

Your Directors recommended dividend of Rs. 0.50(@5%) per equity share of face value of Rs. 10/- -each for the year ended on 31st March, 2018. The final dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

AMOUNT TRANSFERRED TO RESERVES:

The Company has not transferred any amount to Reserves during the year under review. 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 year ended March 31, 2018 is attached as Annexure - 1 to this Report.

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:

After the conclusion of the financial year 2017-18 the Company increased its Authorized Share Capital from Rs. 11 Crore to Rs. 16 Crore. The Company also issued and allotted 8,43,000 Equity Shares efface value of Rs. 10/- each at a premium of Rs. 73/- per share. The Company got the said shares listed on the NSE Limited (SME Emerge platform) and received the necessary listing and trading approval for the said shares after the conclusion of the financial year.

Apart from above, no material changes and commitments have occurred between the financial year end and the date of this report which affects the financial position of the Company.

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 and made applicable by the Ministry of Corporate Affairs during the financial year under review.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as on 31st March, 2018 in the prescribed form MGT- 9, pursuant to provisions of Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014, is annexed herewith as per "Annexure-2"

SUBSIDIARY AND ASSOCIATE COMPANY:

The Company has one Subsidiary Company i.e Akash Infra Inc. and one Associate Company i.e. Akash Petroleum Private Limited. The details of the both the Companies are provided as prescribed in Section 129(3) of the Companies Act, 2013 in form AOC 1 annexed to this report as Annexure-3.

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. 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 - 4.

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

The Loans, if any made by the Company during the year under review are within the limits of the Section 186 of the Companies Act, 2013 and the Company has not provided any guarantee /security during the year under review.

The details of investments made by the Company are provided in the notes forming part of the financial statements.

STATUTORY AUDITORS:

M/s. Rakesh Bhatt & Co, Chartered Accountants (Firm Registration No. 131788W) were 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 ending on 31st March, 2022, subject to the ratification of their appointment by the members at every Annual General meeting.

On May 7, 2018, the provisions of Section 139 of the Companies Act, 2013 is amended whereby the requirement of ratification of appointment of Statutory Auditors by the members at every Annual General Meeting is done away with. Accordingly the resolution for ratification of the appointment of Statutory Auditors of the Company is not proposed / mentioned in the Notice of the Annual General Meeting.

AUDITORS OBSERVATIONS:

With regard to the qualification of Auditors, Director would like to state as under:

The Company has not provided for its liability for leave encashment as the same are accounted for on payment basis. Other observations are self - explanatory and do not call for any further comments. 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 audit the Cost Records for the Financial Year 2018-19. 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.

SECRETARIAL AUDIT REPORT:

M/s Parikh Dave & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2017-18 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as "Annexure - 5" to this report.

There are no qualifications or other observations or remarks of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Mr. Ambusinh Gol (IDN: 00463376) and Mr. Dineshbhai Patel (DIN: 00468821) will retire by rotation at the ensuing Annual General Meeting and they being eligible and have offered themselves for reappointment. The Board recommends the reappointment of above Directors of the Company.

During the year under review there is no change in Key Managerial Personnel. Following are Key Managerial Personnels:

1. Mr. Yoginkumar H. Patel - Chairman & Managing Director

2. Mr. Sujit Kumar Padhi - Chief Financial Officer

3. Mrs. Upasna Patel - Company Secretary DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 read with Rules framed there under and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization Programme seeks to update the Independent Directors on various matters covering Company''s strategy, business model, operations, organization structure, finance, risk management etc. It also seeks to update the independent Directors with their roles, rights, responsibilities, duties under the Companies Act and other statutes. The policy and details of familiarization programme imparted to the Independent Directors of the Company has been kept on the website of the Company www.akashinfra.com

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.

PARTICULARS OF EMPLOYEES:

The Disclosure required under Section 197 (12) of the Companies Act, 2013 read Rule 5 (1) of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is annexed as "Annexure-6" and forms an integral part of this Report.

The Disclosure required under Rule 5 (2) and 5 (3) of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 pertaining to the top ten names of employees and there are no other employees drawing remuneration in excess of limits as specified under the said section.

However, in terms of Section 136 (1) of the Companies Act, 2013, the report and the Financial Statements of the Company are being sent to every shareholder and other entities excluding the said annexure. The said information is available for inspection to the members at the registered office of the Company on any working day of the Company (excluding Saturday) during the business hours of the Company up to the date of 19th Annual General Meeting of the Company. Any member who is interested in availing the copy of the same may write to the Company Secretary of the Company

POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION :

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, read with the relevant Rules framed there under, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as per Annexure - 7.

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 financial statements 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.

CORPORATE GOVERNANCE:

Since the Company'' securities are listed on National Stock Exchange of India Limited, SME Emerge, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Directors'' Report.

NUMBER OF BOARD MEETINGS OF THE BOARD:

During the year under review the Board met 10 times on (1) 30th May, 2017, (2) 5th June, 2017, (3) 1st August, 2017, (4) 21st August, 2017, (5) 26th September, 2017, (6) 30th October, 2017, (7) 14th November, 2017, (8) 19th December, 2017, (9) 14th March, 2018 and (10) 28th March, 2018 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.

ATTENDANCE OF DIRECTORS:

Name of the Directors	No. of Board Meetings entitled	No. of Board Meetings Attended	Last AGM Attended
Mr. Yoginkumar H. Patel	10	10	Yes
Mr. Ambusinh P. Gol	10	10	Yes
Mr. Premalsinh P. Gol	10	10	Yes
Mr. Dineshkumar H. Patel	10	10	Yes
Mrs. Bhavana A. Gol	10	7	Yes
Mr. Bhanuchandra k. Bhavsar	10	5	Yes
Mr. Ashwinkumar B. Jani	10	7	Yes
Mrs. Monika Shekawat	10	6	Yes

AUDIT COMMITTEE:

During the year under review, meetings of Audit committee were held 5 times on (1)30lh May, 2017; (2) 1st August, 2017; (3) 21st August, 2017 (4) 14th November, 2017 and (5) 28th March, 2018 and the attendance records of the members of the Committee are as follows:

Name of the Members	No. of Committee Meetings entitled	No. of Committee Meetings Attended
Mrs. Monika Shekawat, Chairperson	5	5
Mr. Ashwinkumar B. Jani, Member	5	5
Mr. Yoginkumar H. Patel, Member	5	5

NOMINATION & REMUNERATION COMMITTEE:

During the year under review, meeting of Nomination and Remuneration committee was held on 21sl August, 2018 and the attendance records of the members of the Committee are as follows:

Name of the Members	No. of Committee Meeting entitled	No. of Committee Meeting Attended
Mrs. Monika Shekawat, Chairperson	1	1
Mr. Ashwinkumar B. Jani, Member	1	1
Mr. Bhanuchandra K. Bhavsar, Member	1	1

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.

LISTING OF SHARES:

The equity shares of the Company are listed on the National Stock Exchange of India Ltd, SME Emerge. The listing fee for the year 2018-19 has already been paid to the Stock Exchange.

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 offrauds 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. 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 organisation from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimise 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.

VIGIL MECHANISM:

Pursuant to provisions of Section 177 (9) of the Companies Act, 2013 read relevant Rules framed thereunder the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors, Employees or business associates for reporting the unethical behaviour, 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.

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 Section 134 (3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are enumerated as below:

Conservation of Energy:

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 equipments. 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 or outgo during the year under review.

TRANSFER TO INVESTORS EDUCATION FUNDS:

During the year under review, the Company was not required to transfer any amount to IEPF as per the requirement of Section 125 of the Companies Act, 2013 read with the relevant Rules framed thereunder.

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 of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirments of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, you company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, ICC has not received any complaints pertaining harrassment

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

There are no significant and material orders passed by any Regulators or Courts or Tribunals which shall affect the going concern status of the Company''s operation 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.

FOR AND ON BEHALF OF THE BOARD FOR AKASH INFRA-PROJECTS LIMITED

Place : Gandhinagar	YOGINKUMARH. PATEL	AMBUSINHP. GOL
Date : 18th August, 2018	CHAIRMAN & MANAGING DIRECTOR	MANAGING DIRECTOR
	DIN : 00463335	DIN : 00463376