The Board of Directors of Shera Energy Limited is pleased to present the 17th Annual Report on the Company's business,
operations, and state of affairs, together with the Audited Financial Statements (Consolidated and Standalone), for the
financial year ended March 31,2026.

Your Company remains committed to upholding the highest standards of transparency, sustainable growth and long¬
term value creation for its shareholders. We sincerely appreciate the continued trust, confidence and support of our
stakeholders and remain dedicated to pursuing excellence across all our business endeavours.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31,2026, along with the previous year's figures, is set out
below:-

Note: The above figures are extracted from the audited standalone and consolidated financial statements of the Compa¬
ny prepared in accordance with the Indian Accounting Standards ("Ind AS”).

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

1. STATE OF COMPANY AFFAIRS• STANDALONE

The Standalone Revenue from Operations for FY 2025-26 stood at Rs. 1,042.07 Crore, as against Rs. 859.27 Crore
in the previous year. The Company reported a total income of Rs. 1,048.19 Crore for the current year, as com¬
pared to Rs. 860.16 Crore in the previous year. The Net Profit for the year under review stood at Rs. 14.84 Crore,
as compared to Rs. 9.35 Crore in the previous year.

• CONSOLIDATED

The Consolidated Revenue from Operations for FY 2025-26 stood at Rs. 1,640.05 Crore, as against Rs. 1,277.29
Crore in the previous year. The Company reported a total income of Rs. 1,646.73 Crore for the current year, as
compared to Rs. 1,279.05 Crore in the previous year. The Net Profit for the year under review stood at Rs. 36.98
Crore, as compared to Rs. 22.39 Crore in the previous year.

2.    CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of
the Company, incorporating the financial information of its subsidiaries, associates and joint ventures, have been
prepared in accordance with the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, and form an integral part of this Annual Report.

3.    DIVIDEND

In order to conserve the financial resources of the Company and to support its future growth and working capital
requirements, the Board of Directors has decided not to recommend any dividend for the financial year 2025-26.

During the financial year 2025-26, there were no revisions or alterations to the Policy parameters. The Policy is acces¬
sible to all the stakeholders of the Company on the Company's website.

4.    TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, there were no unpaid or unclaimed dividends or any other amounts required
to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of
the Companies Act, 2013, as no such amounts had remained unpaid or unclaimed for a period of seven consecutive
years.

5.    TRANSFER TO RESERVES

Pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013, the Board of Directors has not proposed
the transfer of any amount to the reserves of the Company for the financial year under review.

6.    CHANGE IN NATURE OF BUSINESS

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

7.    LISTING OF SHARES:

The equity shares of the Company are listed on the NSE EMERGE Platform of the National Stock Exchange of India
Limited (NSE). The Company has paid the annual listing fees to the Stock Exchange for the financial year 2025-26.

The Company's equity shares are available in dematerialised form under ISIN INE0MM001019.

For providing efficient investor services, the Company has appointed M/s. Bigshare Services Private Limited as its
Registrar and Share Transfer Agent ("RTA”) for handling share registry and transfer work in both physical (to the extent
permitted under applicable law) and electronic modes, including connectivity with NSDL and CDSL. The details of
the RTA are as under:

M/s. Bigshare Services Private Limited
Pinnacle Business Park, Office No. S6-2, 6th Floor,

Mahakali Caves Road, Next to Ahura Centre,

Andheri (East), Mumbai - 400093, Maharashtra.

8.    SHARE TRANSFER SYSTEM, DEMATERIALISATION OF SHARES AND LIQUIDITY:

The Company continues to maintain dematerialized shareholding structure, reflecting our commitment to a digi¬
tal-first shareholder experience.

2,42,99,348 Equity Shares of the Company as on March 31,2026, representing 99.43% of the total Issued and Paid-Up
Equity Share Capital, are held in dematerialized form and only 139999 Equity Shares, remained in physical form, held
by Shareholders of the Company.

The Equity Shares of the Company are traded on NSE. This active market participation underscores strong demand
and reflects high investor confidence in the Company's financial stability and long-term growth prospects.

9.    CAPITAL STRUCTURE OF THE COMPANY

During the financial year under review, there was no change in the authorized, issued, subscribed and paid-up share
capital of the Company. The Company did not issue any equity shares or preference shares during the year.

The authorized share capital of the Company as on 31st March, 2026, stood at Rs. 25,50,00,000 (Rupees Twenty-Five
Crore Fifty Lakh Only) divided into 2,55,00,000 (Two Crore Fifty-Five Lakh) equity shares of Rs. 10/- each.

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2026, stood at Rs.
24,43,93,470 (Rupees Twenty-Four Crore Forty-Three Lakh Ninety-Three Thousand Four Hundred Seventy Only) di¬
vided into 2,44,39,347 (Two Crore Forty-Four Lakh Thirty-Nine Thousand Three Hundred Forty-Seven) equity shares
of Rs. 10/- each.

Subsequent to the close of the financial year, the Members of the Company, through Extra-ordinary General meeting
dated 15th May, 2026, approved the increase in the authorized share capital of the Company from Rs. 25,50,00,000
(Rupees Twenty-Five Crore Fifty Lakhs Only) divided into 2,55,00,000 Equity Shares of Rs.10/- each to Rs. 30,50,00,000
(Rupees Thirty Crore Fifty Lakhs Only) divided into 3,05,00,000 Equity Shares of Rs.10/- each by creation of an addi¬
tional 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/- each .

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

During the financial year under review, the Board of Directors of the Company was duly constituted in accordance
with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), and the Articles of Association of the
Company. The Board of Directors comprises distinguished professionals of proven integrity and competence, who
provide strategic direction, guidance and leadership to the Company.

Composition of Board of Directors:

As on March 31, 2026, the Board of Directors comprised five (5) Directors, including two Executive Directors and
three Non-Executive Independent Directors. During the financial year, the Board comprised six Directors until the
resignation of Mr. Piyush Sharma with effect from December 27, 2025, and thereafter comprised five Directors.”

The details of the Board of Directors of the Company as on 31st March, 2026, are provided below:

Mr. Anilkumar Rander (DIN: 09222599) was appointed as an Additional Director (Non-Executive, Non-Independent)
of the Company with effect from 17th July, 2026

DECLARATION BY DIRECTORS AND KMP

i.    Based on the disclosures received from the Directors pursuant to Section 184 of the Companies Act, 2013 and the
rules made thereunder, none of the Directors held directorships exceeding the limits prescribed under the Compa¬
nies Act, 2013.

ii.    None of the Independent Directors served as an Independent Director in more than seven listed entities. Further,
none of the Independent Directors who was serving as a Whole-time Director or Managing Director in any listed
entity held the position of Independent Director in more than three listed entities. None of the Whole-time Directors
or Managing Director of the Company served as an Independent Director in any listed entity.

iii.    In accordance with Regulation 26 of the SEBI Listing Regulations, none of the Directors was a member of more than
ten committees or acted as Chairperson of more than five committees across all public companies in which they
held directorships, for the purpose of reckoning the committees specified under the SEBI Listing Regulations.

iv.    All Non-Independent Directors are liable to retire by rotation in accordance with the provisions of the Companies
Act, 2013 and the Articles of Association of the Company. Mr. Sheikh Naseem and Mrs. Shivani Sheikh are related to
each other as husband and wife. Except for the relationship disclosed above, none of the other Directors are related
to each other within the meaning of Section 2(77) of the Companies Act, 2013 read with the applicable Rules."

v.    The Company had not issued any convertible securities as on 31st March, 2026. Accordingly, none of the Non-Exec¬
utive Directors held any convertible instruments of the Company.

vi.    The Board confirms that none of the Directors of the Company is disqualified from being appointed or continuing as
a Director in terms of Section 164 of the Companies Act, 2013. The Company has received the necessary declarations
and confirmations from all the Directors in this regard.

vii.    Brief profiles of the Directors are available on the Company's website.

Disclosure of Relationships between Directors Interest:

Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Shivani Sheikh (DIN: 02467557), Whole-time
Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible,
has offered herself for re-appointment.

The NRC and the Board, at their respective meetings have recommended her re-appointment for approval by the Mem¬
bers at the ensuing 17th AGM of the Company.

The necessary resolution for re-appointment of Mrs. Shivani Sheikh forms part of the Notice convening the ensuing AGM.
The profile and particulars of experience, attributes and skills that qualify Mrs. Shivani Sheikh for board membership, are
disclosed in the said notice.

The requisite details of the Director seeking re-appointment, as required under the Companies Act, 2013 and Regulation
36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with Secretarial Stand¬
ard-2 issued by the Institute of Company Secretaries of India ("ICSI") on General Meetings, are provided in Annexure A to
this Board's Report and also form part of the Notice convening the ensuing 17th AGM of the Company.

APPOINTMENT / CESSATION

During the financial year under review, Mr. Piyush Sharma (DIN: 03620959), Executive Director of the Company, resigned
from the office of Director with effect from 27th December, 2025. The Board placed on record its sincere appreciation for

the valuable guidance, support and contributions made by him during his tenure as a Director of the Company.

The office of Mr. Sheikh Naseem (DIN: 02467366) as Chairman and Managing Director of the Company ended on 15th De¬
cember 2025 upon completion of his earlier term. Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on 30th January 2026, approved the appointment of Mr. Sheikh
Naseem (DIN: 02467366) as the Chairman and Managing Director of the Company for a period of five years with effect
from 30th January 2026, subject to the approval of the Members of the Company.

Accordingly, the Members of the Company approved the appointment of Mr. Sheikh Naseem as Chairman and Managing
Director of the Company, including the terms and conditions of his appointment and the remuneration payable to him,
by way of Special Resolution passed through Postal Ballot on April 27, 2026.

Mr. Anilkumar Rander (DIN: 09222599) was appointed as an Additional Director (Non-Executive, Non-Independent) of
the Company with effect from 17th July, 2026, pursuant to the provisions of Section 161 of the Companies Act, 2013 and
the Articles of Association of the Company. He shall hold office up to the date of the ensuing Annual General Meeting
("AGM”) of the Company. The Company has received the requisite notice under Section 160 of the Companies Act, 2013
proposing his candidature for appointment as a Director, and the approval of the Members for his regularization as a
Non-Executive Director of the Company is being sought at the ensuing AGM.

Except as stated above, there was no change in the composition of the Board of Directors during the financial year under
review.

Key Managerial Personnel (KMP):

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the rules made thereunder,
the following officials were designated as the Key Managerial Personnel ("KMP”) of the Company as on March 31,2026:

During the financial year under review, there was no change in the Key Managerial Personnel of the Company except as
stated above for MD's term and re-appointment.

The details of remuneration paid to the Key Managerial Personnel form part of the disclosures contained in the Annual
Return and other applicable sections of this Annual Report, in accordance with the provisions of the Companies Act,
2013.

None of the Directors or Key Managerial Personnel of the Company is disqualified from holding office under the provi¬
sions of the Companies Act, 2013.

11.    MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Management Discussion and Analysis Report, con¬
taining a detailed review of the Company's operational performance, industry developments, opportunities, risks,
financial performance and future outlook, forms an integral part of this Annual Report.

12.    PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other particulars of employees, as 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, are provided in Annexure B, which forms an integral part of this Board's Report.

13. MEETINGS HELD DURING THE YEARI. MEETINGS OF BOARD OF DIRECTORS:

During the financial year 2025-26, eleven (11) meetings of the Board of Directors were held. The intervening gap
between any two consecutive meetings did not exceed 120 days, in compliance with the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, certain resolutions were also passed by circulation in accordance with the provisions of the Compa¬
nies Act, 2013.

The details of the Board Meetings held during the financial year and the attendance of each Director thereat are
provided below:

II. MEETINGS OF COMMITTEES AND THEIR CONSTITUTION:

The Board of Directors has following Committees as on March 31, 2026, to effectively discharge their respective
duties and responsibilities:-

1.    Audit Committee

2.    Nomination and Remuneration Committee

3.    Stakeholders Relationship Committee

4.    Corporate Social Responsibility Committee

5.    Finance Committee

Each Committee operates under a Board-approved charter that sets out its scope, terms of reference, authority, roles
and responsibilities. The Chairpersons of the respective Committees apprise the Board, at regular intervals, summa¬
rizing deliberations, key findings and recommendations, deriving from Committee Meetings. Minutes of all Com¬
mittee Meetings were also duly placed before the Board, for their review and appropriate action. The Committees
have the authority to invite special invitees, to participate in the meetings and enhance discussions and facilitate
informed decision-making.

During the financial year 2025-26, all the recommendations made by the Committees were duly considered and
approved by the Board, reflecting seamless alignment and unified approach towards advancing the Company's
strategic objectives and stakeholder interests.

Details of each Committee's composition, terms of reference, core responsibilities and key activities undertaken
during the financial year are presented in the subsequent sections of this Report.

1. Audit Committee:

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the
Board's responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Audit Committee is
constituted in accordance with the provisions of the Companies Act, 2013. The Committee oversees the integrity
of the Company's financial reporting process, reviews the adequacy and effectiveness of internal financial controls
and risk management systems, monitors the audit process, and ensures timely, accurate and transparent financial
disclosures in compliance with the applicable statutory and regulatory requirements.

During the year under review, there were no instances when the recommendations of the Audit Committee were
not accepted by the Board of Directors.

The composition of the Audit Committee, along with the details of the meetings held and the attendance of the
members during the financial year, is provided below:

Mr. Sumit Singh, CFO of the Company has attended all the meetings. Ms. Jyoti Goyal as secretary of the Audit com¬
mittee attended all the meetings.

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.    Recommendation to the Board for the appointment, re-appointment, replacement or removal of the statutory au¬
ditor, fixation of remuneration and terms of appointment of the statutory auditor, including 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 submission
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 or preferential issue or qualified institutions placement, 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.    Approve related party transactions and any subsequent material modifications thereto, as applicable, in accordance
with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015; to grant omnibus approval for related party transactions where permitted under the applicable
laws; and to make recommendations to the Board of Directors in respect of related party transactions requiring the
approval of the Board, wherever applicable;

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 department,
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 suspected
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, shareholders
(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 candi¬
date.

21.    To monitor the end use of funds invested or given by the Company to its subsidiary companies.

22.    Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing as on the date of coming into force of this provision.

23.    To consider and comment on the rationale, cost-benefits and impact of schemes involving merger, demerger, amal¬
gamation or any other form of corporate restructuring on the Company and its shareholders.

24.    To investigate matters referred by the Board and any other matters falling within its Terms of Reference, and to seek
information or professional advice as considered necessary.

25.    Carrying out any other function as may be assigned by the Board of Directors from time to time and as may be re¬
quired under applicable laws, regulations and as is mentioned in the terms of reference of the Audit Committee.

Powers of the Audit Committee

The Audit Committee shall have powers to:

i.    investigate any activity within its terms of reference;

ii.    seek information from any employee of the Company;

iii.    obtain outside legal or other professional advice;

iv.    secure attendance of outsiders with relevant expertise, if it considers necessary; and

v.    have full access to the information contained in the records of the Company, as may be required for discharge of its
functions.

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 manage¬
ment;

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/prospectus/
notice in terms of Regulation 32(7).

2. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of
the Companies Act, 2013. The Committee oversees matters relating to the appointment, remuneration, evaluation
and succession planning of Directors, Key Managerial Personnel and Senior Management Personnel, in accordance
with the Nomination and Remuneration Policy of the Company.

The composition of the Nomination and Remuneration Committee, together with the details of the meetings held
and the attendance of its members during the financial year, is provided below:

• 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 and 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.    To evaluate the balance of skills, knowledge and experience on the Board and define the role, capabilities and cri¬
teria required for appointment of an Independent Director, ensuring that the recommended candidate possesses
such capabilities. The Committee may engage external agencies, where required, and consider candidates from
diverse backgrounds, while taking into account diversity and the time commitment required.

3.    Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal
.and carry out evaluation of the performance of every Director in accordance with the prescribed criteria.

4.    Formulation of criteria for evaluation of performance of independent directors, non-independent directors and
Board of Directors.

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

6.    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.

7.    Recommend to the Board the salary, allowances, perquisites, bonuses, notice period, severance fees and increment
of Executive Directors .in accordance with applicable laws and the Company's remuneration policy.

8.    Ensure that the relationship of remuneration to performance is clear and meets appropriate performance bench¬
marks; formulate, administer and review performance-linked incentive schemes and evaluate the performance of
Executive Directors for determining the amount of incentive payable to them, in accordance with the applicable
policy.

9.    Oversee and administer the Employee Stock Option Scheme(s) or other employee stock-based benefit schemes of
the Company, as may be applicable and in accordance with applicable laws and approved schemes.

10.    Recommend to the board the amount of Commission and other remuneration payable to the Whole time Director
/ Managing Directors., in accordance with applicable laws and the Company's remuneration policy.

11.    Review and suggest revision of the total remuneration package of the Executive Directors, Key Managerial Personnel
and Senior Management, keeping in view the performance of the Company, standards prevailing in the industry,
statutory guidelines etc.

12.    Review and maintain the skill, knowledge and experience matrix of the Board and recommend changes, wherever
necessary, to ensure that the Board possesses an appropriate mix of skills, knowledge, experience and expertise.

13.    To formulate and administer the Employee Stock Option Scheme. Carry out such other roles, responsibilities and
functions as may be prescribed under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 and other applicable laws, regulations, guidelines and circulars, as amended from time to
time.

14.    Carry out such other functions as may be assigned by the Board of Directors from time to time.

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section
178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"). The Policy lays down the criteria for appointment, qualification, positive attributes, in¬
dependence, remuneration, evaluation and succession planning of Directors, Key Managerial Personnel and Senior
Management Personnel, along with other matters specified under Section 178(3) of the Companies Act, 2013. The
Policy has been approved by the Board of Directors and is available on the Company's website.

Directors' Remuneration

The remuneration payable to the Directors is determined in accordance with the Nomination and Remuneration Policy
of the Company and is commensurate with their roles, responsibilities, experience, industry practices, the Company's
performance and prevailing market conditions. The Nomination and Remuneration Committee ("NRC") recommends
the remuneration payable to the Executive Directors, Managing Director and Whole-time Directors to the Board, which
is subject to the approval of the Members, wherever required, and the applicable provisions of the Companies Act, 2013.

The Executive Directors are paid remuneration by way of salary, allowances, perquisites and other benefits, within the lim¬
its approved by the Members and in accordance with the provisions of Sections 197 and 198 of the Companies Act, 2013
and other applicable laws. Any revision in their remuneration is approved by the Board based on the recommendations
of the NRC, subject to the applicable statutory limits.

The Non-Executive Independent Directors are paid sitting fees for attending the meetings of the Board and its Commit¬
tees, as approved by the Board from time to time and in accordance with the applicable provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year under
review, no remuneration, other than sitting fees and reimbursement of expenses incurred for attending the meetings of
the Board and its Committees, was paid to the Non-Executive Independent Directors.

Except as stated above, none of the Non-Executive Directors had any material pecuniary relationship or transaction with
the Company, its subsidiaries, associates, promoters or directors during the financial year.

The Nomination and Remuneration Policy of the Company, including the criteria for appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management Personnel, is available on the Company's website at www.
sheraenergy.com .

Details of remuneration paid to the Directors for FY 2025-26 are as under:

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

Details of Performance linked Incentives

During the financial year under review, no performance-linked incentives were paid or provided to any Director of the
Company.

Details of service contracts, notice period and severance fee

The Managing Director and Whole-time Directors are appointed for a fixed tenure in accordance with the provisions of
the Companies Act, 2013 and the terms approved by the Board and the Members of the Company. Their service contracts
provide for a notice period, as stipulated in their respective terms of appointment, for termination by either party.

The Independent Directors are appointed for a fixed term in accordance with the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As they are not in the employment of
the Company, the provisions relating to service contracts and notice period are not applicable to them.

The Company has not entered into any contract providing for payment of severance fees to any of its Directors.

3. Stakeholders Relationship Committee:

The Stakeholders' Relationship Committee has been formed for the effective redressal of the investors' complaints
and reporting of the same to the Board periodically. The Stakeholders' Relationship Committee is constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee oversees and monitors
investor-related matters, including the redressal of shareholders' and investors' grievances, transfer and transmission
of securities, issue of duplicate share certificates, dematerialisation/rematerialisation of shares, and such other mat¬
ters as may be entrusted to it from time to time, with a view to ensuring effective investor services and regulatory
compliance.

The composition of the Stakeholders' Relationship Committee, together with the details of the meetings held and
the attendance of its members during the financial year, is provided below:

• 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. Oversee and review matters relating to transfer, transmission, transposition, consolidation, subdivision/splitting, re¬
newal and issue of duplicate share certificates and other securities-related service matters, as applicable.

2.    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 for timely and effective resolution of such
grievances.

3.    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.

4.    Review the measures taken by the Company to facilitate effective exercise of voting rights by shareholders/security
holders.

5.    To review the performance of the Registrar and Share Transfer Agent (RTA), oversee adherence to service standards,
and review and monitor the timely resolution of grievances and complaints received from security holders. Review
the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants, annual reports, statutory notices and other communications by secu¬
rity holders.

6.    Any other power, functions and responsibilities specifically assigned by the Board of Directors of the Company from
time to time by way of resolution passed by it in a duly conducted Meeting, and

7.    Carrying out any other functions, roles and responsibilities as may be prescribed under the Companies Act, 2013,
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, regulations,
circulars and guidelines, as amended from time to time.

4. Corporate Social Responsibility Committee:

In compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility ("CSR") Committee.

The CSR Committee assists the Board in discharging its responsibilities relating to Corporate Social Responsibility
by formulating and recommending the CSR Policy, identifying and recommending CSR projects and programmes,
recommending the amount of expenditure to be incurred on CSR activities, monitoring the implementation and
progress of approved CSR initiatives, and reviewing the effectiveness of the CSR Policy from time to time.

The terms of reference of the CSR Committee, inter alia, include the following:

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 companies Act, 2013;

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

iii)    monitor and review the CSR Policy, Annual CSR Action Plan and ongoing CSR projects 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 and for monitoring the end use of the amount spent by it towards CSR
programmes;

v)    Review the amount required to be spent, amount actually spent and any unspent CSR amount, including its utilisa¬
tion or transfer as applicable under law.

vi)    ensure overall governance and compliance of the CSR Policy; and applicable statutory requirements;

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

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

Corporate Social Responsibility Policy

The Company has adopted a Corporate Social Responsibility ("CSR") Policy in accordance with the provisions of Section
135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy
provides the framework for undertaking CSR initiatives aimed at promoting sustainable social, economic and environ¬
mental development, while creating long-term value for the communities in which the Company operates.

The Annual Report on CSR activities, containing the disclosures prescribed under the Companies Act, 2013 and the Com¬
panies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Annual Report in as Annexure - F.

The CSR Policy is available on the Company's website.

The composition of the CSR Committee, together with the details of the meetings held and the attendance of its mem¬
bers during the financial year, is provided below:

5. Finance Committee

The Board of Directors has constituted the Finance Committee ("FC") to oversee the Company's banking, finance and
treasury-related matters and to ensure effective financial management, operational efficiency and compliance with
applicable laws and regulations. The Committee provides oversight on the Company's routine and strategic finan¬
cial matters, including banking arrangements, funding requirements, financial risk management and other related
matters. The Committee functions within the authority delegated to it by the Board and reports its decisions and
recommendations to the Board from time to time.

Brief description of Terms of Reference:

The key terms of reference of the Finance Committee include:

1.    To approve borrowings and banking facilities within the limits approved by the Board and take necessary ac¬
tions in connection therewith;

2.    To review the Company's financial policies, capital structure, working capital, cash flow and financial risk man¬
agement;

3.    To oversee banking arrangements, cash management, foreign exchange and interest rate risk management
and hedging activities;

4.    To approve guarantees, indemnities and securities within the limits approved by the Board;

5.    To approve and oversee foreign exchange and other permitted financial transactions, including related docu¬
mentation and formalities;

6.    To approve opening, closing and operation of bank and demat accounts and changes in authorised signatories;

7.    To oversee the appointment and dealings with credit rating agencies;

8.    To review and approve financial aspects of significant transactions, investments and funding arrangements, as
may be referred to it by the Board;

9.    To delegate authority to officers of the Company for implementation of the Committee's decisions;

10. To consider and deal with such other banking and finance matters as may be referred to or assigned by the
Board from time to time.

During the financial year 2025-26, the FC met with the requisite quorum being present at the meeting. Notably, no reso¬
lution was passed through circulation by the FC during the year. All decisions were made at the duly convened meetings
and unanimously approved by all the Members present.The composition of the Finance Committee, together with the
details of the meetings held and the attendance of its members during the financial year, is provided below:

Performance evaluation criteria for Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors has carried
out an annual performance evaluation of its own performance, that of its Committees, the Chairman, the Individual Di¬
rectors (including Independent Directors, Non-Executive Directors and the Managing Director), based on the framework
and criteria recommended by the Nomination and Remuneration Committee.

The evaluation framework, inter alia, includes parameters such as attendance and participation at Board and Committee
meetings, quality and value of contribution to deliberations, strategic guidance, professional expertise, integrity, adher¬
ence to the Company's Code of Conduct and ethical standards, independence of judgment, and effective discharge of
fiduciary responsibilities.

Separate meeting of Independent Directors

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Independent Directors of the Company
hold at least one separate meeting in a financial year, without the attendance of Non-Independent Directors and mem¬
bers of the management.

During the financial year 2025-26, two separate meeting of the Independent Directors was held on August 5, 2025 and
January 30, 2026, without the presence of any Non-Independent Director or member of the management.

During the meeting, the Independent Directors, inter alia:

>    reviewed the performance of the Non-Independent Directors and the Board as a whole;

>    reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive and
Non-Executive Directors; and

>    assessed the quality, quantity and timeliness of the flow of information between the Company's management and
the Board to ensure that the Board is able to effectively and reasonably perform its duties.

III. MEETING OF MEMBERS:

General Meetings:

Matter decided with Postal Ballot:

Resolutions passed by Postal Ballot on 30th August, 2025 are as follows:

>    the appointment M/s. Mohata Baheti & Associates, Chartered Accountants (Firm Reg. No. 020006C) as Statutory
Auditors of the Company.

Resolutions passed by Postal Ballot on 26th February, 2026 are as follows:

>    to approve the migration of securities of the company from SME platform of NSE limited to main board of National
Stock Exchange (NSE).

>    to make an application for Direct Listing/ Trading of equity shares of the company on the main board of BSE Limited

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

The Company has received the requisite declarations from all the Independent Directors confirming that they meet
the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013, read with the Rules made
thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves
with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

The Independent Directors have also confirmed that they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Companies Act, 2013 and that they continue to satisfy the conditions of inde¬
pendence throughout the financial year under review. The Board, after taking these declarations on record and upon
undertaking due assessment, is of the opinion that all the Independent Directors possess the requisite integrity,
expertise and experience, including proficiency, as required under the applicable provisions of the Companies Act,
2013 and the SEBI Listing Regulations.

15.    FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

In accordance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015, the Company has in place a structured Familiarisation Programme for its Independent
Directors.

The programme is designed to familiarize the Independent Directors with the Company's business operations,
industry, business model, organizational structure, strategic initiatives, regulatory environment, risk management
framework, and their roles, rights and responsibilities as members of the Board and its Committees. The Independ¬
ent Directors are also periodically updated on the Company's operational and financial performance, key business
developments, governance practices, statutory and regulatory changes, and other matters relevant to the effective
discharge of their duties.

The details of the familiarization programmes conducted for the Independent Directors during the financial year
2025-26 are provided below:

16.    BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, read with the applicable Rules made thereunder, and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the Board of
Directors has carried out an annual evaluation of its own performance, the performance of its Committees and that
of the individual Directors.

The evaluation was carried out based on a structured framework and criteria approved by the Board on the recom¬
mendation of the Nomination and Remuneration Committee. The evaluation, inter alia, covered the composition
of the Board and its Committees, effectiveness of Board processes, quality of deliberations and decision-making,
strategic guidance, governance practices, risk oversight, attendance and participation in meetings, contribution
to discussions, domain expertise, independence of judgment, and the overall discharge of fiduciary duties by the
Directors.

The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being
evaluated. The Independent Directors, in their separate meeting held in accordance with Schedule IV to the Compa¬
nies Act, 2013 and Regulation 25 of the SEBI Listing Regulations, evaluated the performance of the Non-Independ¬
ent Directors, the Chairperson and the Board as a whole, taking into account the views of Executive and Non-Exec¬
utive Directors.. The Board also assessed the quality, quantity and timeliness of the flow of information between the
management and the Board to enable it to effectively discharge its responsibilities.

Based on the outcome of the evaluation, the Board was satisfied with its overall effectiveness, the performance of
its Committees and the individual contributions made by the Directors towards the governance and growth of the
Company.

17.    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 esti¬
mates 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, 2026 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
controls 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.

18.    ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, and Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company containing the particulars as pre¬
scribed under section 92 of the Companies Act, 2013, is available on the Company's website at www.sheraenergy.
com .

19.    INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

As on March 31,2026, the Company had the following subsidiary companies:

>    Shera Metal Private Limited;

>    Rajputana Industries Limited; and

>    Shera Zambia Limited.

There has been no material change in business of the subsidiaries. A statement containing the salient features of the
financial statements of the Company's subsidiaries, associates and joint ventures, in the prescribed Form AOC-1, pur¬
suant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, forms
part of this Annual Report as Annexure C. There are no associates or joint venture companies within the meaning
of Section 2(6) of the Companies Act, 2013 ("the Act”).

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

20.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans granted, guarantees given, securities provided and investments made by the Company
during the financial year, covered under the provisions of Section 186 of the Companies Act, 2013, together with the
purpose for which the loans, guarantees or securities were provided, are disclosed in the Notes to the Standalone
Financial Statements forming part of this Annual Report.

21.    AUDITORS:? STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of Sections 139 and 142 of the Companies Act, 2013, the Members of the Company, at
the 16th Annual General Meeting, appointed M/s. Mohata Baheti & Associates, Chartered Accountants (Firm Reg¬
istration No. 020006C) as the Statutory Auditors of the Company to hold office for a term of five consecutive years,
from the conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting of
the Company to be held in the year 2030, at such remuneration as may be recommended by Audit Committee and
approved by the Board of Directors in consultation with the Statutory Auditors.

M/s. Keyur Shah & Co., Chartered Accountants (Firm Registration No. 141173W), resigned as Statutory Auditors of the
Company on 29th May 2025. Consequently, the Board, at its meeting held on 4th June 2025, appointed M/s. Mohata
Baheti & Associates, Chartered Accountants (Firm Registration No. 020006C), to fill the casual vacancy, subject to
approval of the Members.

The Statutory Auditors have confirmed that they continue to satisfy the criteria of independence as prescribed
under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India
("ICAI''). They have further confirmed that they are eligible to continue as the Statutory Auditors of the Company and
are not disqualified from holding such office under the applicable provisions of the Companies Act, 2013.

The Statutory Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial State¬
ments of the Company for the financial year under review. The Auditors' Reports do not contain any qualification,
reservation, adverse remark or disclaimer of opinion. The notes forming part of the financial statements and the
observations contained in the Auditors' Reports are self-explanatory and, except as stated below, do not call for any
further comments from the Board.

a)    The Statutory Auditors have reported that, based on the information and explanations provided and the re¬
cords examined, the Company has generally been regular in depositing undisputed statutory dues, including
provident fund, employees' state insurance, income tax, goods and services tax, labour welfare fund and other
applicable statutory dues with the appropriate authorities.

b)    The following statutory dues remained unpaid as on March 31,2026, on account of disputes:

Reply By Board

The amount represents a disputed statutory liability pending before the First Appellate Authority under the
applicable GST laws. The Company is contesting the matter and shall comply with the final order of the concerned
authority, if any. The Board is of the view that no further comments are warranted at this stage.

?    COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014, as amended, the Company is required to maintain cost records and have the same
audited.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Rajesh & Company,
Cost Accountants (Firm Registration No. 000031) as the Cost Auditors of the Company to conduct the audit
of the cost records of the Company for the financial year 2026-27, at a remuneration as recommended by the
Audit Committee and approved by the Board, subject to ratification by the Members, wherever applicable
under the provisions of the Companies Act, 2013.

The Cost Auditors have confirmed that they are eligible for appointment and are not disqualified from being
appointed as Cost Auditors under the applicable provisions of the Companies Act, 2013 and the Companies
(Cost Records and Audit) Rules, 2014.

?    SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. S.K. Joshi
& Associates, Company Secretaries (Firm Registration No. P2008RJ064900) as the Secretarial Auditors of the
Company to conduct the Secretarial Audit for the financial year 2025-26.

Further, based on the recommendation of the Board, M/s. S.K. Joshi & Associates, Company Secretaries, were re¬
appointed to conduct the Secretarial Audit of the Company for the financial year 2026-27, in accordance with
the applicable provisions of the Companies Act, 2013.

The Secretarial Audit Report for the financial year ended March 31,2026, issued by M/s. S.K. Joshi & Associates
in Form MR-3, forms part of this Annual Report as Annexure D.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Further, during the financial year under review, the Secretarial Auditors did not report any instance of fraud
under Section 143(12) of the Companies Act, 2013 and, accordingly, no disclosure in this regard is required
under Section 134(3) of the Act.

? INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee,
appointed M/s. Karnani & Co., Chartered Accountants (Firm Registration No. 005398C) as the Internal Auditors
of the Company for the financial year 2025-26.

The Internal Auditors conducted internal audits on a periodic basis in accordance with the approved internal
audit plan and submitted their Internal Audit Reports to the Audit Committee. The Audit Committee periodically
reviewed the audit findings and monitored the adequacy and effectiveness of the Company's internal financial
controls, risk management framework and internal control systems. The significant observations of the Internal
Auditors, together with the corrective actions taken by the management, were placed before and reviewed by
the Audit Committee and the Board from time to time.

22.    PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and a
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in accordance
with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time.

The Code lays down the framework for regulating, monitoring and reporting trading in the securities of the Company
by Designated Persons and other Connected Persons. It, inter alia, prohibits trading in the Company's securities
while in possession of Unpublished Price Sensitive Information (UPSI) and during the closure of the trading window,
in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

For the financial year 2025-26, every Member of the Board and Senior Management has affirmed their adherence to
the requirements of the Code.

The Company has also implemented adequate internal controls and procedures to ensure compliance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015, including the maintenance of a Structured Digital Database (SDD)
for recording and tracking the sharing of UPSI, wherever applicable.

The Code of Conduct and the Code for Fair Disclosure of UPSI are available on the Company's website.

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

The Directors confirm that there have been material changes or commitments affecting the financial position or
operations of the Company that have occurred after the close of the financial year ended March 31,2026, up to the
date of this Report, which are as follows:

a)    Increase in the Authorized share Capital

Subsequent to the close of the financial year, the Members of the Company, through EOGM held on 15th May, 2026,
approved the increase in the authorized share capital of the Company from Rs.25,50,00,000 (Rupees Twenty-Five
Crore Fifty Lakhs Only) divided into 2,55,00,000 Equity Shares of Rs.10/- each to Rs.30,50,00,000 (Rupees Thirty Crore
Fifty Lakhs Only) divided into 3,05,00,000 Equity Shares of Rs.10/- each by creation of an additional 50,00,000 (Fifty
Lakhs) Equity Shares of Rs.10/- each.

b)    Preferential Issue of Convertible Warrants

Subsequent to the close of the financial year, the Company obtained approval of the Members and stock exchange
for the issue and allotment of 45,00,000 fully convertible warrants on a preferential basis each carrying a right
exercisable by the warrant holder to subscribe to one equity share of the company of face value of Rs. 10- each at an
issue price of Rs.118 per warrant (including a premium of Rs. 108 per equity share), aggregating to Rs.53.10 crore, to
the proposed allottees in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018.

The warrants were subsequently allotted in accordance with the applicable regulatory approvals upon receipt of the
requisite subscription amount which is pending for conversion.

c)    Appointment of Additional Director

Mr. Anilkumar Rander (DIN: 09222599) was appointed as an Additional Director (Non-Executive, Non-Independent)
of the Company with effect from July 17, 2026, pursuant to Section 161 of the Companies Act, 2013. His appointment
as a Non-Executive Director is subject to approval of the Members at the ensuing Annual General Meeting.

d)    Credit Rating

Subsequent to the close of the financial year, Acuite Ratings & Research Limited, vide its rating letter dated July 15,
2026, upgraded the Company's long-term bank facilities rating from ACUITE BBB+ to ACUITE A- and the short-term
bank facilities rating from ACUITE A2 to ACUITE A2+.

Except for the above, there have been no other material changes or commitments affecting the financial position or
operations of the Company between March 31,2026 and the date of this Report.

24. 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

25.    RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company during the financial year under review were in the ordi¬
nary course of business and on an arm's length basis, in compliance with the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted a pol¬
icy on Related Party Transactions, which lays down the framework for identification, approval, review and reporting
of such transactions.

All Related Party Transactions were placed before the Audit Committee for its prior approval and, wherever applica¬
ble, were also approved by the Board of Directors and the Members of the Company in accordance with the appli¬
cable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The details of Related Party Transactions entered into during the financial year are disclosed in the Notes to the
Standalone Financial Statements forming part of this Annual Report.

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, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, form part of this Report as Annexure E.

26.    RISK MANAGEMENT

The Company has in place a robust risk management framework to identify, assess, monitor and mitigate risks that
may affect its business operations and objectives. The Board of Directors periodically reviews the key business risks
and the adequacy of the measures implemented to manage such risks.

During the financial year under review, no material risks were identified that, in the opinion of the Board, may threat¬
en the existence of the Company. The Company continues to adopt appropriate risk mitigation measures and inter¬
nal controls to effectively manage normal business risks.

27.    SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, namely SS-1 (Meetings of the Board of Direc¬
tors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India (ICSI) and approved by the
Central Government, as amended from time to time.

28.    DEPOSITS

During the financial year under review, the Company has neither accepted nor renewed any deposits within the
meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,

2014.

The Company has received certain amounts which are exempt from the definition of "deposit” in terms of Rule 2(1)
(c) of the Companies (Acceptance of Deposits) Rules, 2014. There were no outstanding public deposits as on March
31, 2026.

29.    COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time,
to the extent applicable. The Company remains committed to providing a safe, inclusive and supportive work envi¬
ronment and extends all statutory maternity benefits to eligible employees in accordance with the applicable provi¬
sions of the Act. Appropriate policies and systems are in place to ensure continued compliance with the applicable
legal requirements. During the financial year, no employee of the Company claimed maternity benefits.

WEBSITE:

The Company is maintaining a functional website namely www.sheraenergy.com containing basic information
about the Company. The website of the Company is also containing information like Policies, Financial Results, An¬
nual Reports and information of the designated officials of the Company who are responsible for assisting and
handling investor grievances for the benefit of all stakeholders of the Company, etc.

30.    GENDER-WISE COMPOSITION OF EMPLOYEES

The Company is committed to fostering a diverse, equitable and inclusive workplace by providing equal opportuni¬
ties to all employees, irrespective of gender. The gender-wise composition of the Company's workforce as on March
31,2026 is as follows:

>    Male Employees: 268

>    Female Employees: 6

>    Transgender Employees: Nil

The Company continues to promote an inclusive work environment that values diversity, encourages equal oppor¬
tunity and ensures a workplace free from discrimination.

31.    CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company is required to undertake Corporate Social Responsibility (CSR) activi¬
ties and has constituted a Corporate Social Responsibility (CSR) Committee to oversee the implementation of its CSR
initiatives.

The Company has adopted a CSR Policy in accordance with the applicable provisions of the Companies Act, 2013,
which provides the framework for undertaking CSR activities in the areas specified under Schedule VII of the Act.
The CSR Committee periodically reviews the implementation of the CSR Policy and recommends CSR projects and
expenditure to the Board.

The Annual Report on CSR activities, containing the disclosures prescribed under the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Annual Report as Annexure F.

32.    INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal financial controls commensurate with the nature, size and com¬
plexity of its business. These controls are designed to ensure the safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial
information.

The internal control systems are periodically reviewed by the Internal Auditors, the Audit Committee and the Board
to ensure their effectiveness. During the financial year, such controls were tested and no reportable material weak¬
nesses in the design or operations were observed. The Company follows the applicable Indian Accounting Stand¬
ards (Ind AS) and complies with all applicable statutory and regulatory requirements in maintaining its books of
account and preparing its financial statements.

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

The Company is committed to providing a safe, secure and respectful workplace for all its employees. In compliance
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 ("POSH Act”), the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace.

The Company follows a gender-neutral approach in handling complaints of sexual harassment. The Company has
complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Har¬
assment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review,
there were no incidences/complaint reported under said Act. The Company also undertakes periodic awareness
programmes to sensitise employees on the provisions of the POSH Act and promote a respectful work environment.

The Company has also constituted an Internal Complaints Committee in accordance with the provisions of the Sex¬
ual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as applicable. The Internal
Committee is not a Committee of the Board and is therefore disclosed separately.

The Internal Committee is responsible for providing a mechanism for the prevention, prohibition and redressal of
complaints relating to sexual harassment at the workplace, in accordance with the provisions of the POSH Act and
the rules made thereunder.

During the financial year 2025-26, 1 (One) meeting of the Internal Committee was held on March 26, 2026. The
attendance of the members at the meeting of the Internal Committee held during the financial year 2025-26 is as
follows:

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with the applicable provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil
Mechanism / Whistle Blower Policy to provide Directors and employees with a mechanism to report genuine concerns
relating to unethical behaviour, actual or suspected fraud, violation of the Company's Code of Conduct or any other
improper practices.

The Policy provides adequate safeguards against victimisation of whistle blowers and ensures direct access to the
Chairperson of the Audit Committee in appropriate cases. The Audit Committee periodically reviews the effectiveness
of the Vigil Mechanism.

During the financial year under review, no complaint was received under the Vigil Mechanism and no person was
denied access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on the Company's
website.

35.    REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, the Statutory Auditors of the Company have not reported any instance of fraud
committed by the Company's officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly,
no disclosure in this regard is required under the provisions of the Act.

36.    SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the financial year under review, no significant or material orders were passed by any regulatory authority, court
or tribunal which could impact the going concern status, future operations or financial position of the Company.

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

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regu¬
lations, 2015, the Company has obtained a certificate from M/s. S.K. Joshi & Associates, Company Secretaries, confirm¬
ing that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed
or continuing as a Director by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs (MCA)
or any other statutory authority.

The said certificate forms part of this Annual Report as Annexure G.

38.    CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the pro¬
visions relating to Corporate Governance are not applicable to entities whose specified securities are listed on the SME
Exchange.

Since the equity shares of the Company are listed on the NSE EMERGE Platform of the National Stock Exchange of
India Limited, the Company is exempt from compliance with the Corporate Governance provisions specified under
Regulations 17 to 27, Regulation 46(2)(b) to (i), and Paras C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015.
Therefore, the Corporate Governance Report is not required to be annexed to this Annual Report.

Notwithstanding the aforesaid exemption, Regulation 23 of the SEBI LODR Regulations relating to Related Party Trans¬
actions is applicable to SME-listed entities meeting the prescribed threshold conditions with effect from April 1,2025.
Accordingly, the Company has complied with the provisions of Regulation 23 to the extent applicable to it during the
financial year under review.

39.    BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORTING

The provisions relating to the Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the
financial year 2025-26. Accordingly, the Business Responsibility and Sustainability Report does not form part of this
Annual Report.

40.    CAUTIONARY STATEMENT

Statements made in the Management Discussion and Analysis Report describing the Company's objectives, projec¬
tions, estimates, expectations or predictions may constitute "forward-looking statements” within the meaning of appli¬
cable laws and regulations. Actual results may differ materially from those expressed or implied in such statements due
to various risks, uncertainties and other factors beyond the Company's control.

The Company undertakes no obligation to publicly update, amend or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable laws.

41. CREDIT RATING

The Company's prudent financial management, consistent operational performance and strong credit profile continue
to be reflected in the ratings assigned by the credit rating agencies.

Acuite Ratings & Research Limited reviewed the ratings assigned to the Company's bank facilities and, vide its rating
letter dated November 18, 2025.

The credit ratings assigned to the Company's bank facilities as at 31.03.2026 of this Report are as under:

42. UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT:

During the financial year 2025-26, the Company utilized the balance proceeds of Rs. 3,037.84 Lakhs raised through
the preferential allotment made in the previous financial year. The entire proceeds have been utilized for the purpos¬
es specified in the relevant offer documents. Accordingly, there was no unutilized balance as on March 31,2026.

The proceeds from preferential Allotment is Rs. 3037.84 Lakhs and Utilization of the same is as follow:-

46.    OTHER DISCLOSURES

a.    No application has been made or is pending against the Company under the Insolvency and Bankruptcy Code,
2016. Further, the Company has not entered into any one-time settlement with any Bank or Financial Institution
during the financial year under review.

b.    Since there was no one-time settlement with any Bank or Financial Institution during the year, the disclosure
relating to the difference between the amount of valuation carried out at the time of such settlement and the
valuation undertaken while availing the loan, along with the reasons thereof, is not applicable.

c.    During the financial year under review, the Company has not issued any shares with differential voting rights,
sweat equity shares or equity shares under an employee stock option scheme.

d.    There was no change in the nature of business of the Company during the financial year under review.

47.    ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued support, trust and cooperation extended
by the Company's shareholders, customers, bankers, financial institutions, suppliers, business associates, regulatory
authorities and all other stakeholders during the financial year under review.

The Directors also express their heartfelt gratitude to all employees at every level for their dedication, commitment
and valuable contribution towards the continued growth and success of the Company. The Board looks forward to
their continued support in achieving the Company's future objectives.

By order of the Board of Directors
For Shera Energy Limited

Sheikh Naseem    Shivani Sheikh

Place: Jaipur    Chairman & Managing Director    Whole-Time Director

Date: 2nd September, 2026    DIN: 02467366    DIN: 02467557

43.    DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

During the financial year under review, there were no shares lying in the Demat Suspense Account/Unclaimed Sus¬
pense Account of the Company. Accordingly, the disclosure requirements in this regard are not applicable to the
Company.

44.    STAKEHOLDERS' GRIEVANCE REDRESSAL

The Company, in coordination with its Registrar and Share Transfer Agent, addresses shareholder and investor griev¬
ances received through various channels, including directly from shareholders/investors, the SEBI Complaints Re¬
dress System (SCORES) and the Stock Exchange. The Company endeavours to ensure timely and appropriate redres-
sal of investor grievances and concerns.

45.    DISCLOSURE OF BINDING AGREEMENTS

During the financial year under review, there were no binding agreements entered into by the shareholders, pro¬
moters, promoter group entities, related parties, Directors, Key Managerial Personnel or employees of the Company
or of its holding, subsidiary or associate company, as applicable, which, either directly or indirectly, affect the man¬
agement or control of the Company or impose any restriction or create any liability upon the Company. Accordingly,
the disclosure requirements under Regulation 30A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Clause 5A of Para A of Part A of Schedule III thereto are not applicable to the Company.

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

The Board of Directors of the company are pleased to present their 15^th Annual Report on the business and operations of the Company together with Audited Financial Statements (Consolidated and Standalone), for the financial year ended 31^st March, 2024.

1. KEY FINANCIAL HIGHLIGHTS

The Highlights of financial results (standalone and consolidated) of your Company for the year ending March 31^st, 2024 is summarized below :-

2. STATE OF COMPANY AFFAIRS• STANDALONE

The Standalone Revenue from Operations for the F.Y. 2023-24 was Rs. 629.40 Crores against Rs. 548.28 Crore in the previous year. The Company has reported total income of Rs. 630.29 Crore for the current year as compared to Rs. 548.92 in the previous year. The Net Profit for the year under review amounted to Rs. 6.97 crore in the current year as compared to Rs. 4.65 crore in the previous year.

• CONSOLIDATED

The Consolidated Revenue from Operations during the year for the F.Y. 2023-24 was Rs. 875.10 Crores against Rs. 696.39 Crore in previous year. The Company has reported total income of Rs. 876.31 Crore for the current year as compared to Rs. 697.74 in the previous year. The Net Profit for the year under review amounted to Rs. 14.04 crore in the current year as compared to Rs. 9.10 crore in the previous year.

3. 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.

4. DIVIDEND

To strengthen the financial position of the Company and to augment working capital your directors do not recommend declaring any dividend for the financial year 2023-24.

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. 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.

7. CHANGE IN NATURE OF BUSINESS

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

8. LISTING OF SHARES:

Your Company''s equity shares are listed at National Stock Exchange SME platform. The Company has paid the annual listing fee for the financial year 2023-24. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0MM001019. 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.

9. CHANGE IN SHARE CAPITAL STRUCTURE OF THE COMPANY

The capital structure of the company remains unchanged during the Financial Year 2023-24.

The Authorized Capital of the Company is Rs. 25,50,00,000 (Rupees Twenty Five Crore And Fifty Lakh) divided into 2,55,00,000 (Two Crore And Fifty Five Lakh) equity shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up capital is Rs. 22,78,83,470/- (Rupees Twenty Two crores Seventy Eight Lakh Eighty Three Thousand Four Hundred and Seventy) divided into 2,27,88,347 (Two Crore Twenty Seven Lakh Eighty Eight Thousand Three Hundred and Forty Seven) equity shares of Rs. 10/-.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

Composition of Board of Directors:

The Board of Directors of Shera Energy limited is an optimum combination of Executive, Independent and Non-Executive Directors. As on 31st March, 2024, The Board of company consists of Seven (7) Directors. The composition and category of Directors is as follows:

There were some changes in the composition of Board during the year and before the finalization of the Board Report:

• The Designation of Mr. Piyush Sharma (DIN: 03620959), was changed from Non-executive Director to Executive Director w.e.f. 08.05.2024.

Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Piyush Sharma (DIN: 03620959), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for reappointment. 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.

11. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, 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.

12. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Details have been annexed in ANNEXURE-B

13. NUMBER OF MEETINGS HELD DURING THE YEARI. MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year 2023-24, the Company held Eight (8) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

II. MEETINGS OF COMMITTEES AND THEIR CONSTITUTION:

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

1. Audit Committee:

The Audit Committee was constituted on 08.08.2022. The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

Terms of Reference:

The terms of reference of the Audit Committee are as under:

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 before submission 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. Qualifications 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 department, 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 suspected 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, shareholders (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 management;

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/ prospectus/notice in terms of Regulation 32(7).

2. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee was constituted on 08.08.2022. 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:

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 accordance 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 Directors.

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 performance 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 remuneration 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.

Directors'' Remuneration

The remuneration of Directors is based on various factors like Company''s size, economic and financial position and Directors'' 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 remuneration 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 2023-24 are as under:

I. Executive Directors (Managing Director/ Whole-time Director)

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 Stakeholders'' Relationship Committee was constituted on 08.08.2022. The Constitution, composition and functioning of the Stakeholders'' Relationship Committee also meets with the requirements 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:

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 directly 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 resolution 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 Social 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 undertaken 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 proposed 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 Environmental 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.html The Composition and the meeting and attendance of the Committee is as under:

14. 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(1Xb) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

15. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation 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 31^stMarch, 2024 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 controls 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

The Annual Return for financial year 2023-24 as per provisions of the Act and Rules in Form MGT-7 thereto, is available on the Company''s website at https://www.sheraenergy.com

18. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company has three Subsidiaries Companies named:

1. Shera Metal Private Limited and2. Rajputana Industries Limited3. 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.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2023-24, 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.

21. AUDITORS:• STATUTORY AUDITORS & THEIR REPORT

M/s. KEYUR SHAH & CO, Chartered Accountants (FRN: 141173W), Statutory Auditors were appointed in the 13^th General Meeting held on 27.09.2022 for a period of 5 year until the conclusion of 18^th Annual General Meeting to be in the year 2027. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors 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.

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 disposal 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 conducting the audit of Cost records of the Company for the Financial Year 2023-24. And further they have been re-appointed to conduct the cost audit for the F.Y. 2024-25 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 Secretaries (Firm Registration No.: P2008RJ064900) as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Board in its meeting dated May 06, 2024 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 2024-25.

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, 2024. 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 Section 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 (Accounts) Rules, 2014, the Board of Directors of your Company, in its meeting held on May 06, 2024, has appointed M/s Mohata Baheti & Associates, Chartered Accountants (FRN No.: 020006C) as the internal auditor of the company for the F.Y. 2023-24.

22. 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 Unpublished 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 Sensitive Information (UPSI) and said code in available on company''s website and can be assessed at https://www.sheraenergy.com/governance.html

23. 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.

24. 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

25. 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.

26. 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.

27. SECRETARIAL STANDARDS

Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

28. DEPOSITS

The Company has neither accepted nor renewed any Deposits mentioned under section 73 of the Act 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 (Acceptance of Deposit) Rules, 2014.

29. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company falls under the purview of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the period under the review. The CSR committee of the Company has met once in the Financial Year 2023-24 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 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"

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition 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.

31. 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 Complaint 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.

As on 23.06.2022 the Company reconstituted the committee as per the applicable provisions of the Companies Act, 2013.

32. 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/governance.html

33. REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2023-24, 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.

34. 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.

35. 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, 2024. The said certificate is appended to this report as ''Annexure -G''.

36. CORPORATE GOVERNANCE

As the equity shares of the company are listed on Emerge SME Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation 46 and Paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

37. BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 202324.

38. 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 ''forwardlooking 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.

39. CREDIT RATING

During the financial year 2023-24, Acuite Rating and Research Limited, Credit Rating Agency has given rating on 06.06.2023 as follows:

Facilities Rating

Long term Instruments Rating: ACUITE BBB Short term Instruments Rating: ACUITE A3

40. OTHER DISCLOSURES

(i) During the financial year, the Company has not issued any equity share with differential rights.

(ii) The company has not issue any sweat equity shares.

(iii) There was no commission paid by the company to its managing director or whole time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

(iv) During the period under review, the Company had made disinvestment its Wholly Owned Subsidiary M/s Shera Infrapower Private Limited. Consequently Shera Infrapower Private Limited is no more Wholly Owned Subsidiary of the Company.

(v) During the period under review, the Company had made investment of amounting USD 245000 in a new subsidiary in Zambia (which is 98% of the total capital of that company), to expand the overseas operations of the Shera Group.

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.