Your Directors present herewith the 22nd ANNUAL REPORT together with the Audited Financial Statements and Auditors' report thereon for the year ended on 31^st March, 2021.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31^st March, 2021 are as follows:-

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. 6705.68 Lacs (previous year Rs. 6867.91 Lacs), other Operating Income of Rs. 15.83 Lacs (previous year Rs. 393.60 Lacs) and other Non-Operating Income of Rs. 175.30 Lacs (previous year Rs. 72.82 Lacs). The Company has earned net profit of Rs. 111.99 Lacs (previous year Rs. 63.70 Lacs).

IMPACT OF COVID19:

The outbreak of Covid-19 pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The management has considered the impact of Covid-19 on its profitability, liquidity, supply chain, receivables, inventories, other financial assets and investments. The management believes that the impact is likely to be short term in nature and there does not seem to be any medium to long term risks in the Company's ability to recover.

The operations of the company were impacted marginally during the time of Lockdown however thereafter the management has taken proper measures for reducing the impact of COVID- 19 which is evident from the increased profitability of the Company as compared to previous financial year.

The Company is confident to continue the momentum.

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. The Company's revenue including other income for the financial year 2020-21 was Rs.6896.83 Lacs as compared to previous year Rs. 7334.35 Lacs. During the year, your Company's growth was affected due to the nation-wide lockdown after the outbreak of Covid-19.

During the year under review, the Company was able to earn net profit of Rs. 111.99 Lacs as compared to Rs. 63.70 Lacs in previous year.

During the year under review, considering the unprecedented condition of Covid-19 pandemic one of the division of the Company i.e. “Pathikashram” hotel catering hospitality division remained closed. Due to nonviability, the company has discontinued the operations of said division.

After the closure of year under review, the Company has received an arbitration award from the Arbitral Tribunal, Ahmedabad with respect to legal matter pending between the Company and Gujarat Industrial Development Corporation, Gandhinagar and Ahmedabad (Respondents) for cancellation of tender by respondents even after accepting the same. The Arbitrator has partially allowed the claim of the Company and directed respondents to pay amount of Rs. 49,37,049/- (Rupees Forty Nine Lakh Thirty Seven Thousand Forty Nine Only) to the Company.

Apart from the above, there was no other change in the business activities of the Company.

SUBSIDIARY AND ASSOCIATE COMPANY:

The Company has following subsidiary/ associate companies whose accounts are consolidate 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 The salient features of the financial statement of these entities is set out in the prescribed form AOC-1 attached herewith as a separate Annexure - III to this Annual Report.

The Policy on Material Subsidiary framed by the Board of Directors of the Company is available on Company's website at link http://www.akashinfra.com/policy/Policy_for_detrmining_material_subsidiary.pdf.

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

DIVIDEND:

The Board of Directors have recommended a dividend of Rs. 0.10 per share on 168,62,534 equity shares of Rs. 10/- each fully paid for the year ended on 31.03.2021, to be paid subject to the approval of the members at the ensuing Annual General Meeting.

Since there was no unpaid / unclaimed dividend in the Company, 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 31^st March, 2021 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, Mr. Yoginkumar Haribhai Patel (DIN: 00463335) and Mr. Dineshbhai Haribhai Patel (DIN: 00468821) will retire by rotation at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment.

As the term of office of Mr. Ashwinkumar Jani (DIN:07709994), Mr. Bhanuchandra Bhavsar (DIN: 07709354) and Mrs. Monika Shekhawat (DIN: 07710330) as Independent Directors is valid upto 16^th January, 2022, the Board of Directors, subject to approval of members at the ensuing Annual General Meeting, proposes their re-appoint for further term of 5 years w.e.f. 17^th January, 2022. The resolutions proposing their reappointment are set out in the notice convening the Annual General Meeting.

The Board recommends reappointment of above Directors.

As on 31.03.2021, following are the Key Managerial Personnel of the Company:

- Mr.Ambusinh Punjaji Gol-Chairman and Managing Director

- Mr.Yoginkumar Haribhai Patel- Managing Director

- Mr. Premalsinh Punjaji Gol - Whole Time Director

- Mr.Dineshbhai Haribhai Patel- Whole Time Director

- Mr. Sujit Padhi - Chief Financial Officer

- Mrs. Priyanka Munshi - Company Secretary & Compliance Officer 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.

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.

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 31st March, 2021 is placed on the Company's website at www.akashinfra.com.

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 - IV.

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 provided in 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 loan/ 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 31^st March, 2022.

AUDITORS OBSERVATIONS:

Auditors' observations are self - explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013M/s. Ankit Sethi & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 202021. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure - V to this report.

With regard to the Secretarial Auditors' observation made in their report, the management would like to state that in the Board meeting held on 31st August, 2020 there was only one business agenda item with regard to submission of APR Form with RBI under FEMA hence all the Independent Directors requested for leave of absence from attending the board meeting. Secondly for the first time due to increase in market capitalisation as on 31^st March, 2020 the company was covered under top 1000 listed entities so the requirement of having presence of atleast one Independent Director remained unnoticed to the Board of Directors. However, upon realization of required compliance the Board ratified the said business item in its Board meeting held on 13th February, 2021. There was proper quorum present as per provision of the Companies Act, 2013 in both the meetings.

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

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 2021-22. 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.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The policy and details of familiarization programme imparted to the Independent Directors of the Company has been kept on the website of the Company at the link: 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. 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-VI 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.

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 -VIIto this Report.

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.

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.

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.

NUMBER OF BOARD MEETINGS OF THE BOARD:

During the year under review the Board met 10 times on (1) 29^th April, 2020, (2) 18^th July, 2020, (3) 31st July, 2020 (4) 31^st August, 2020 (5) 1^st September, 2020 (6) 9^th September, 2020 (7) 14^th September, 2020, (8) 15th October, 2020, (9) 5th November, 2020 and (10) 13th February, 2021 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 composition and attendance 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 it is required to spend any amount in CSR Activity.

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.

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 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.

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 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 or 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 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 : 13/08/2021 CHAIRMAN & MANAGING DIRECTOR MANAGING DIRECTOR

DIN : 00463376 DIN : 00463335