The Board of Directors of your company are pleased to present the 16th Annual Report on the business, operations and
state of affairs of the Company together with Audited Financial Statements (Consolidated and Standalone), for the finan¬
cial year ended March 31,2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company's financial performance for the year ended on March 31, 2025 along with previous year's figures is given
hereunder:-

Note: Previous year's figures have been regrouped and rearranged wherever necessary.

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

1. STATE OF COMPANY AFFAIRS

• STANDLONE

The Standalone Revenue from Operations for the F.Y 2024-25 was ' 859.27 Crores against ' 629.40 Crore in the pre¬
vious year. The Company has reported total income of ' 860.16 Crore for the current year as compared to ' 630.29 in
the previous year. The Net Profit for the year under review amounted to ' 9.35 crore in the current year as compared
to ' 6.97 crore in the previous year.

• CONSOLIDATED

The Consolidated Revenue from Operations during the year for the F.Y. 2024-25 was ' 1277.29 Crores against ' 875.10
Crore in previous year. The Company has reported total income of '1279.05 Crore for the current year as compared
to '876.31 in the previous year. The Net Profit for the year under review amounted to '22.39 crore in the current year
as compared to '14.04 crore in the previous year.

2. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company
and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this
Annual Report.

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital your directors do not recom¬
mend declaring any dividend for the financial year 2024-25.

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company did not have any unpaid or unclaimed dividend or other amounts lying
with it for a period of seven years or more. Accordingly, no amount was required to be transferred to the Investor
Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Companies Act, 2013.

5. TRANSFER TO RESERVES

Pursuant to provisions of section 134(3)(j) of the Companies Act, 2013, the Company has not transferred any amount
to reserve account during the year under review.

6. CHANGE IN NATURE OF BUSINESS

During the year under the review the company has not changed its nature of business.

7. LISTING OF SHARES:

Your Company's equity shares are listed on the Emerge Platform of National Stock Exchange of India Ltd. The Com¬
pany has paid the annual listing fee for the financial year 2024-25. The Equity Shares of the Company has the elec¬
tronic form under ISIN No. INE0MM001019.

The Company has paid Annual Custody / Issuer fee to both Depositories based on invoices received from the De¬
positories and there is no outstanding payment as on date.

To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle
Business Park, Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai, Maharashtra
400093 as Registrar and Transfer Agent (RTA) & Share Transfer Agent (STA) of the Company for existing physical based
and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

8. CAPITAL STRUCTURE OF THE COMPANY

During the year under the review the Company has issued equity shares on Preferential basis thereby leading to a
change in the Capital structure of the Company:

The Authorized Capital of the Company remains Unchanged at ' 25,50,00,000 (Rupees Twenty Five Crore And Fifty
Lakhs Only) divided into 2,55,00,000 (Two Crores And Fifty Five Lakhs) equity shares of '10/- each.

The Issued, Subscribed and Paid-up capital has increased from '22,78,83,470/- (Rupees Twenty Two crores Seventy
Eight Lakhs Eighty Three Thousand Four Hundred and Seventy) divided into 2,27,88,347 equity shares of ' 10/- to
'24,43,93,470/- (Rupees Twenty Four Crores Forty Three Lakhs Ninety Three Thousand Four Hundred and Seventy)
divided into 2,44,39,347 Equity Shares of '10/- each..

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Com¬
panies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [hereinafter referred
to as "Listing Regulations”] Regulations, 2015 and provisions of the Articles of Association of the Company.

Composition of Board of Directors:

i) As on March 31,2025, the Board comprised six (6) Directors, including three (3) Executive Directors and three (3)
Non-Executive Directors, all of whom are Independent. This composition ensures a robust mix of executive in¬
sight and independent judgment, in line with regulatory requirements and benchmark governance standards.
The composition of the Board during the financial year ended March 31, 2025, was fully compliant with the
provisions of Regulation 17 of the Listing Regulations, Section 149 of the Act, 2013, and the Company's Articles
of Association.

ii) None of the Directors on the Board hold the office of Director in more than 20 companies, including 10 public
companies, as disclosed under Section 184 of the Act read with Rules framed thereunder.

iii) None of the Independent Directors serve as Independent Director in more than 7 listed entities and none of
the Independent Directors who are Whole-time Directors/ Managing Directors in a Listed Entity serves as In¬
dependent Director in more than 3 listed entities. Furthermore, none of the Whole-time Directors/ Managing
Director of the Company serves as Independent Directors in any listed entities.

iv) In accordance with Regulation 26 of the Listing Regulations, none of the Directors is a member of more than
10 committees or acts as chairperson of more than 5 committees [the committees being the Audit Committee
and Stakeholders' Relationship Committee] across all public limited companies in which he/ she is a director.

v) All Non-Independent Directors are liable to retire by rotation. None of the aforesaid directors of the Company
are related to each other.

vi) The Company has not issued any convertible instrument till date, therefore, none of the Non-Executive Director
hold any such instrument.

vii) Brief profiles of the Directors are available on the Company's official website at: www.sheraenergy.com
The details of the directorships held by each Director, as on March 31,2025, are as under:

Disclosure of Relationships between Directors Interest:

Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Sheikh Naseem (DIN: 02467366), Director of the Company is liable
to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.
Brief profile of Director seeking Appointment/Re-appointment is given as Annexure A of the Board Report.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms
of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this
regard.

APPOINTMENT / CESSATION

During the year under the review Mr. Vineet Gupta, Independent Director in the company having DIN: 01393690 resigned
from their post w.e.f. 11th March, 2025. The Board placed on record the valuable guidance and support received from him
during the tenure.

Other than this there has been no change in the Composition of the Board of Directors of the Company.

Key Managerial Personnel (KMP):

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as "KMP”) of the Com¬
pany in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there
under:-

During the year, there has been no other change in the Key Managerial Personnel of the Company. Details pertaining to
their remuneration have been provided in the copy of Annual Return available on the website of the Company under the
web link: https://www.sheraenergy.com .

None of the KMP of the Company is holding office in any other Company as KMP and none of the Directors/ KMP of
Company is disqualified.

10. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regu¬
lations”), the detailed review of the operations, performance and future outlook of the Company and its business is given
in the Management's Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated
herein by reference and forms an integral part of this report.

11. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed in ANNEXURE-B

12. MEETINGS HELD DURING THE YEAR

I. Meetings of Board of Dircetors:

The Board meets at least once in every quarter to review the quarterly results and other items on the agenda and ad¬
ditional meetings are held to address specific needs and business requirements of your Company. In case of business
exigencies, the Board approvals are taken either by passing resolutions through circulation or convening meetings at
shorter notice, as permitted by the law.

During the Financial Year 2024-25, the Board met thirteen (13) times to review, discuss and decide about the business
of the Company. The maximum gap between any two meetings was not more than one hundred and twenty days. The
attendance of each Director at Board meetings held during the Financial Year 2024-25 are given below:

Number of meetings attended by each director

II. MEETINGS OF COMMITTEES AND THEIR CONSTITUTION:

The Board of Directors has constituted Four Committees, viz.;

1. Audit Committee:

The Committee is governed by, and in line with the regulatory requirements mandated by Act and Regulation 18 of
the 'Listing Regulations'. The primary objective of the Committee is to monitor and provide an effective supervision
of the management's fnancial reporting process, to ensure accurate and timely disclosures, with the highest level of
transparency, integrity and quality of financial reporting.

All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

The Composition and the meeting and attendance of the Committee is as under:

• Mr. Sumit Singh, CFO of the Company has attended all the meetings. Ms. Jyoti Goyal as secretary of the Audit
committee attended all the meetings.

• Mr. Vineet Gupta Member of the committee has resigned from the company w.e.f. 11th March, 2025 thereby he
is no longer member of this committee.

Terms of Reference:

The terms of reference of the Audit Committee are as per the governing provisions of the Companies Act, 2013
(Section 177) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part C
of Schedule II) which inter-alia includes the following:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submis¬
sion to the board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's
report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure, Review and approval of any related party transactions;

vii. Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly/half yearly/annual financial statements before submission to
the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in
the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to
the Board to take up steps in this matter.

7. Review and monitor the auditor's independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit depart¬
ment, staffing and seniority of the official heading the department, reporting structure coverage and frequency
of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is sus¬
pected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter
to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, share¬
holders (in case of non-payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards
against victimization of employees and directors who avail of the vigil mechanism and also provide for direct
access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of
the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience & background, etc. of the
candidate.

21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee also reviews the following information:

a. Management discussion and analysis of financial information and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the man¬
agement;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by
the Audit Committee.

f. Statement of deviations:

i. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1).

ii. Annual statement of funds utilized for purposes other than those stated in the offer document/prospec-
tus/notice in terms of Regulation 32(7).

2. Nomination & Remuneration Committee:

The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with

the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.

The Composition and the meeting and attendance of the Committee is as under:

• The designation of Mr. Piyush Sharma was changed from Executive to Non-executive director thereby he resigned
from the committee.

• Mr. Vineet Gupta Member of the committee has resigned from the company w.e.f 11th March, 2025 thereby he is no
longer member of this committee.

• Ms. Jyoti Goyal as secretary of the Nomination and Remuneration Committee attended all the meeting. Mr. Sumit
Singh, CFO of the Company has attended all the meetings.

Terms of Reference

The terms of reference of the "Nomination/Remuneration Committee” are as under:

1. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to, the remuneration for directors, KMPs and other employees.

2. Identifying persons who are qualified to become directors and may be appointed in senior management in accord¬
ance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

3. Formulation of criteria for evaluation of performance of independent directors and Board of Directors.

4. Devising a policy on diversity of board of directors.

5. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of
the report of performance evaluation of independent directors.

6. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Direc¬
tors.

7. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate
the performance and determine the amount of incentive of the Executive Directors for that purpose.

8. Decide the amount of Commission payable to the Whole time Director / Managing Directors.

9. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the per¬
formance of the Company, standards prevailing in the industry, statutory guidelines etc.

10. To formulate and administer the Employee Stock Option Scheme.

The company has duly formulated the Nomination and Remuneration Policy which is also available at the company
website. The Policy formulated by Nomination and Remuneration Committee includes director's appointment and re¬
muneration including criteria for determining qualifications, positive attributes, independence of a director and other
matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors
of the Company.

Performance evaluation criteria for Independent Directors

Pursuant to applicable provisions of the Act and Listing Regulations, the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of
the Independent Directors, Board of Directors, Committees of Board, Individual Directors including Managing Director
and Non- Executive Directors and Chairman of the Board.

An indicative list of factors that may be evaluated including but not limited to certain parameters like attendance and
contribution of the Director at Board/ Committee Meetings, adherence to ethical standards and code of conduct of
the Company, inter-personal relations with other Directors, meaningful and constructive contribution and inputs in the
Board/ Committee meetings which is in compliance with applicable laws, regulations and guidelines.

Separate meeting of Independent Directors

In accordance with Schedule IV of the Act and Regulation 25 of the SEBI LODR Regulations, 2015 a separate meeting of
the Independent Directors is convened annually. This exclusive meeting provides a platform for objective discussions on
key governance matters, including the following:

W Evaluation of the performance of Non-Independent Directors and the Board as a collective body;

W Assessment of the performance of the Chairperson, considering inputs from both Executive and Non-Executive
Directors;

W Review of the adequacy, timeliness, and quality of information flow between the management and the Board, ena¬
bling the Board to discharge its duties effectively and in an informed manner.

In respect of the financial year 2024-25, the Independent Directors met once on January 23, 2025 without the presence
of any Non-Independent Director or representatives of management.

Directors' Remuneration

The remuneration of Directors is based on various factors like Company's size, economic and financial position and Di¬
rectors' participation in Board and Committee meetings. Based on these factors and the performance evaluation of the
concerned director, NRC recommends to the Board the remuneration payable to Directors. The Company pays remu¬
neration to its Executive Director, Managing Director and Whole-time Director and others by way of Salary, perquisites
and allowances, within the range as approved by the Shareholders, wherever applicable and as per the Act. The Board
approves all the revisions in salary, perquisites and allowances to directors subject to the overall ceiling prescribed by
Sections 197 and 198 of the Act. Non-Executive Independent Directors are entitled to sitting fees as determined by the
Board from time to time and subject to statutory provisions.

The Non-Executive Independent Directors have not been paid any remuneration except sitting fees during the financial
year. The Company also reimburses expenses to the directors for attending the meeting of the Board and its Committees.
Apart from reimbursement of expenses and remuneration as aforesaid, none of the non-executive directors has any other
pecuniary relationships or transactions with the Company, its Subsidiaries or Associates or their Promoters or Directors.
The Nomination and Remuneration policy of the Company provides for the criteria for making payments to the director.

The same can be viewed at https://www.sheraenergy.com/policies.html

Details of remuneration paid to the Directors for FY 2024-25 are as under:

Executive Directors (Managing Director/ Whole-time Director) (Amount in Lakhs)

Details of Performance linked Incentives

During the year under review, no performance-linked incentives have been provided to any director of the Company.
Details of service contracts, notice period and severance fee

The tenure of office of the Managing Director and Whole-time Directors is for 5 (five) years from their respective date of
appointment and can be terminated by either party by giving six months'/three months' notice in writing as per their
respective terms of appointment. The independent directors are appointed for a term of five/three years. The service
contracts and notice period are not applicable to Non-Executive and/or Independent Directors.

There is no separate provision for payment of severance fees.

3. Stakeholders Relationship Committee:

The Constitution, composition and functioning of the Stakeholders' Relationship Committee also meets with the re¬
quirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Composition and the meeting and attendance of the Committee is as under:

• Mr. Vineet Gupta Member of the committee has resigned from the company w.e.f 11th March, 2025 thereby he is no
longer member of this committee.

• Ms. Jyoti Goyal as secretary of the Stakeholders Relationship Committee attended all the meeting. Mr. Sumit Singh,
CFO of the Company has attended all the meetings.

Terms of Reference:

The terms of reference of the Stakeholders' Relationship Committee are as under:

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding
and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back
for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.

3. Review the process and mechanism of redressal of Shareholders' /Investor's grievance and suggest measures of
improving the system of redressal of Shareholders' /Investors' grievances.

4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants,
non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company
arising out in discharge of his duties.

5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints direct¬
ly received and resolved them.

6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of
Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider
Trading) Regulations, 2015 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolu¬
tion passed by it in a duly conducted Meeting, and

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to
time.

4. Corporate Social Responsibility Committee:

In compliance with the provision of section 135 of the Companies Act, 2013, the Company has constituted Corporate So¬
cial Responsibility Committee ("CSR”). The primary objective of the Corporate Social Responsibility Committee is to assist
the Board in fulfilling its corporate social responsibility including identification of areas for CSR activities, recommend the
amount of expenditure to be incurred on CSR activities, formulation, implementation and review of CSR Policy, periodic
review of the progress of various CSR activities

The terms of reference of the CSR inter-alia include;

i) formulate and recommend to the Board for its approval, a CSR Policy which shall indicate the activities to be under¬
taken by the Company in area or subject, specified in Schedule VII of the Act;

ii) recommend the amount of expenditure to be incurred on the CSR Programmes;

iii) monitor and review the CSR Policy of the Company from time to time;

iv) formulation of a transparent monitoring mechanism for ensuring implementation of the CSR programmes pro¬
posed to be undertaken by the Company or the end use of the amount spent by it towards CSR programmes;

v) ensure overall governance and compliance of the CSR Policy;

vi) annually report to the Board of Directors, the status of the CSR Programmes undertaken and contributions made by
the Company;

vii) formulate and recommend to the Board for its approval, an annual CSR action plan in pursuance of the CSR Policy; and

viii) any other requirements mandated under the Act and Rules issued thereto.

Corporate Social Responsibility Policy

The CSR committee has formulated a CSR policy that outlines the Company's objectives of Social, Economic and Environ¬
mental development of the community in which we operate, through sustainable measures, ensuring participation from
the community and thereby creating value for the nation.

The details of the CSR initiatives as per the CSR Policy of the Company forms part of the CSR Report in this Annual Report.
The CSR Policy of the Company has been uploaded on the Company's website and can be accessed at: https://www.
sheraenergy.com/policies.htmI

The Composition and the meeting and attendance of the Committee is as under:

III. MEETING OF MEMBERS:
General Meetings:

13. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet
the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 read with schedules and rules
issued thereunder. They have also confirmed that they meet the requirements of "Independent Director” as mentioned
under Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

All Independent Directors are periodically familiarized with the Company's operations, their roles, rights, and responsibil¬
ities, as well as the nature of the industry in which the Company operates and its overall business model.

The Company regularly undertakes initiatives to ensure that Independent Directors are well-informed and remain up¬
dated on key aspects such as business performance, operational developments, and manufacturing processes across all
business verticals.

The details of familiarization programmes imparted to Independent Directors during the FY 2024-25 is as follows:

15. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015, the Board has undertaken an annual evaluation of its own performance, that of its individual
directors, and the functioning of its Committees including the Audit Committee, Nomination and Remuneration Com¬
mittee, and Stakeholders Relationship Committee. The evaluation also covered the performance of the Chairperson of
the Board, based on key parameters such as the level of engagement, quality of contributions, and the exercise of inde¬
pendent judgment in safeguarding the interests of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evalua¬
tion of the Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with
proper explanations relating to material departures, if any;

(b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March,
2025 and of the profit and loss of the company for that period;

(c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act,2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the Annual Accounts on a Going Concern basis;

(e) They had laid down internal financial controls to be followed by the company and that such internal financial con¬
trols are adequate and were operating effectively.

(f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

17. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31,2025
in Form MGT-7 is available on the Company's website at https://www.sheraenergy.com

18. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company has three Subsidiaries Companies named:

1. Shera Metal Private Limited and

2. Rajputana Industries Limited

3. Shera Zambia Limited

A statement in AOC-1 containing salient features of the financial statement of the Subsidiary/ Associates/ JV is attached
herewith as "Annexure C".

The Company is an Associate Company of Isha Infrapower Private Limited.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2024-25, the particulars of Loan given, Guarantees given and Investments made and securities
provided along with the purpose for which the loan or guarantee, security provided to be utilized by the receipt are
provided in the audited Financial statements of the Company read with notes on accounts forming part of the financial
statements.

20. AUDITORS:

? STATUTORY AUDITORS & THEIR REPORT

M/s. KEYUR SHAH & CO, Chartered Accountants (FRN: 141173W), Statutory Auditors were appointed in the 13th
General Meeting held on 27.09.2022 for a period of 5 year until the conclusion of 18th Annual General Meet¬
ing to be in the year 2027. M/s. KEYUR SHAH & CO. have resigned from their post w.e.f 29th May, 2025 due to
pre-occupancy.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Audi¬
tors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts
referred to in the Auditor's Report are self-explanatory except followings:-

a) According to the information and explanations given to us and the records of the Company examined by
us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect
of provident fund, employees' state insurance, income tax, goods and services tax and labour welfare
fund, there were no delay in depositing undisputed statutory dues, including sales tax, service tax, duty
of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the
appropriate authorities.

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31st
March '25, on account of disputes are given below:

Reply By Board

In the above-mentioned comment provided by the auditor in his audit report the Board of Directors of the company
wants to bring to your notice that the entire remaining outstanding liability amount is in the process of litigation
under various forums of the relevant Acts, once the cases will be disposed and if any liability arises thereof after dis¬
posal then the company will deposit the amount. The Company is taking necessary steps to ensure the compliances
arising from future liabilities.

? COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit)
Amendment Rules, 2014, the maintenance of cost audit records is applicable on the company.

The Company has appointed M/s Rajesh & Company, Cost Accountants (FRN: 000031) as Cost Auditor for con¬
ducting the audit of Cost records of the Company for the Financial Year 2024-25. And further they have been
re-appointed to conduct the cost audit for the F.Y. 2025-26 as well.

? SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Board has appointed M/s. S.K. Joshi & Associates, Company Secre¬
taries (Firm Registration No.: P2008RJ064900) as the Secretarial Auditor to conduct the Secretarial Audit of the
Company for the financial year 2024-25.

The Board in its meeting dated May 28, 2025 has re-appointed M/s. S.K. Joshi & Associates, Company Secretaries
as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2025¬
26.

The Secretarial Audit Report is issued in Form MR-3 by M/s. S.K. Joshi & Associates, Company Secretaries, in
respect of the Secretarial Audit of the Company for the financial year ended on March 31,2025. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in
their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Sec¬
tion 134 (3) of the Act.

The Secretarial Audit Report issued in form MR-3 is annexed as "Annexure-D".

? INTERNAL AUDITORS

Pursuant to the provisions of Section 138 (1) of the Companies Act, 2013 and Rule 13 of the Companies (Ac¬
counts) Rules, 2014, the Board of Directors of your Company, in its meeting held on May 06, 2024, has appoint¬
ed M/s Mohata Baheti & Associates, Chartered Accountants (FRN No.: 020006C) as the internal auditor of the
company for the F.Y. 2024-25.

Further, for the F.Y. 2025-26 the internal auditors were not appointed due to their resignation and in place M/s
Karnani & Co. have been appointed as the internal auditors w.e.f 04.06.2025.

21. PREVENTION OF INSIDER TRADING:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation,
2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading
by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale
of shares of the Company by its Designated Persons and other connected persons while in possession of Unpub¬
lished Price Sensitive Information in relation to the Company and during the period when trading window is close.

The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sen¬
sitive Information (UPSI) and said code in available on company's website and can be assessed at https://www.
sheraenergy.com/govemance.html

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

There were no material changes and commitments made by directors affecting financial position of the company
which have occurred after end of the financial year and upto the date of this report.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required
to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are
provided hereunder

24. RELATED PARTY TRANSACTIONS

All related party transactions that were entered by the Company during the financial year were on an arm's length
basis and in the ordinary course of business. Details with respect to transactions with related parties entered into
by the Company during the year under review are disclosed in the accompanying financial results and the details
pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014,
the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2 is attached as "Annexure-E" to this Report.

25. RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the
Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company's
competitive advantage. Presently no material risk has been identified by the directors except of general business
risks, for which the Company is leveraging on their expertise and experience.

26. SECRETARIAL STANDARDS

Your Company has complied with all Secretarial Standards issued and notified by the Institute of Company Secretar¬
ies of India (ICSI) as amended/replaced from time to time.

27. DEPOSITS

The Company has neither accepted nor renewed any Deposits mentioned under section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period, although there were
some transactions made by the company not considered as deposit as per rule 2(1)(c) of the Companies (Accept¬
ance of Deposit) Rules, 2014.

28. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amend¬
ments and rules framed thereunder. All eligible female employees have been extended the benefits as per the Act.
The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. Neces¬
sary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

29. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as on the March 31,2025.

4 Male Employees: 224

4 Female Employees: 9

4 Transgender Employees: 0

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity
for all individuals, regardless of gender.

28. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company falls under the purview of Section 135 of Companies Act, 2013 read with the Companies (Corporate
Social Responsibility) Rules, 2014 for the period under the review. The CSR committee of the Company has met
once in the Financial Year 2024-25 to finalize the best and suitable opportunities arise pursuant to the provisions of
section 135 and schedule VII of the Companies Act, 2013.

Your company has adopted a CSR Policy which covers the CSR activities which will be carried out in India only
and includes strategy that defines plans for future CSR activities. The detailed annexure is being attached in
"Annexure-F"

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or dis¬
position of its assets. All the transactions are properly authorized, recorded and reported to the Management. The
Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements.

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

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the company has in place a policy on prevention of sexual harassment at work place.

The Company has constituted the Internal Complaints Committee (ICC) under Prevention of Sexual Harassment of
Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 to consider and resolve the complaints related to sexual harassment. The ICC includes Mrs.
Shivani Sheikh as Presiding Officer, Ms. Priti Gupta, Ravindra Kumar Gaur, Vikram Singh Rathore and Ms. Sahlu Pawah
as members. The Company regularly conducts awareness programmes for its employees.

The following is the summary of sexual harassment complaints received and disposed off during the year:

The Company reconstituted the Committee on June 23, 2022, in compliance with the applicable provisions of the
Companies Act, 2013.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014, the Company had adopted 'Whistle Blower Policy' for Directors and employees.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected
fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization
of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases.
The Board will periodically review the functioning of Whistle Blower Mechanism.

During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No
personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website
of the company at https://www.sheraenergy.com/govemance.html

32. REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2024-25, the Statutory Auditor has not reported any instances of frauds committed in the
Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

33. REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the
going concern status and operations of the company in future.

34. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALIFICATION OF DIRECTORS

The Company has received a certificate from M/s. S.K. Joshi & Associates, Company Secretaries, that none of the
Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as
Directors of companies by the SEBI, MCA or any such statutory authority for the financial year ended on March 31,
2025. The said certificate is appended to this report as 'Annexure -G'

35. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
compliance with the provisions related to Corporate Governance is not mandatory for companies listed on the SME
Platform.

As per the said regulation, the Corporate Governance provisions do not apply to:

a) Listed entities with a paid-up equity share capital not exceeding '10 crore and net worth not exceeding ' 25
crore, as on the last day of the previous financial year;

b) Listed entities which have listed their specified securities on the SME Exchange.

Since the equity shares of the Company are listed on the EMERGE Platform of the National Stock Exchange of India
Ltd. (NSE), the Company falls under the exemption category specified in clause (b) above. Accordingly, the provisions
of Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paras C, D, and E of Schedule V of
the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

In line with these requirements, the Company files the Corporate Governance Non-Applicability Certificate with NSE
on a quarterly basis as per Regulation 27(2) of the SEBI (LODR) Regulations, 2015. Therefore, a Corporate Governance
Report does not form part of this Annual Report for the financial year 2024-25.

36. BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORTING

The Business Responsibility and Sustainability Reporting as required under Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year
2024-25.

37. CAUTIONARY STATEMENT

The Management Discussion and Analysis section contains statements regarding the Company's objectives,
projections, estimates, expectations, or predictions, which may be considered as 'forward-looking statements'
according to applicable laws and regulations. It should be noted that actual results may differ significantly from
those expressed or implied in these statements. The Company is under no obligation to publicly amend, modify, or
revise any forward-looking statements, whether due to subsequent developments, new information, events, or any
other reason.

38. CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies.
During the year under review, the credit ratings assigned to the Company are as follows-

Acuite Ratings & Research ratings on the bank facilities of the Shera Energy Limited

Long term Instruments Rating Acuite BBB

Short term Instruments Rating Acuite A2

* Acuite Ratings & Research has upgraded its credit rating on August 20, 2024
CareEdge Ratings ratings on the bank facilities of the Shera Energy Limited

Long Term Bank Facilities CARE BBB

Short Term Bank Facilities CARE A3

*CareEdge has assigned its credit rating banking facilities on January 23,2025

39. PRIVATE PLACEMENT AND UTILIZATION OF FUNDS:

During the year ended at 31st March 25, the company has allotted 16,51,000 Equity Share by way of Preferential
Allotment as on 24th March 25 at a face value of '10.00 Each at an issue Price of '184.00 Per Equity Share ( Including
Security Premium of ' 174.00 per Equity Share).

The proceeds from preferential Allotment is ' 3037 84 lakhs and Utilization of the same is as follow-

40. OTHER DISCLOSURES

(i) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no in¬
stance of one-time settlement with any Bank or Financial Institution;

(ii) the requirement to disclose the details of the difference between the amount of the valuation done at the
time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable;

(iii) no shares with differential voting rights and sweat equity shares have been issued;

(iv) there has been no change in the nature of business of the Company.

41. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation of the co-operation and assistance received from
shareholders, bankers/ Finance companies and other business constituents during the year under review. Your
Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all officers
and staff, for their continued support and confidence, which they have reposed in the management.

By order of the Board of Directors
For Shera Energy Limited

Sheikh Naseem Shivani Sheikh

Place: Jaipur Chairman & Managing Director Whole-Time Director

Date: 26-08-2025 DIN: 02467366 DIN: 02467557