Shera Energy Ltd Directors Report

To

The members

SHERA ENERGY LIMITED

(Formerly Known as Shera Energy Private Limited) F-269(B), Road No.13, VKIA, Jaipur-302013

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

1. KEY FINANCIAL HIGHLIGHTS

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

Particulars	Standalone	Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations & Other Income	63029.55	54,892.20	87,631.88	69,774.61
Total Expenditure	60364.45	52,768.08	82376.69	65,776.28
Profit before Interest, Depreciation, Taxation	2665.10	2,124.12	5255.19	3,998.33
Depreciation & Amortization	148.30	113.41	554.21	495.07
Profit before Interest and Tax	2516.80	2010.71	4700.98	3,503.26
Finance Costs	1824.61	1,389.89	3036.08	2,248.96
Profit before Exceptional Item	692.19	620.82	1664.90	1,254.30
Exceptional item	220	-	220	-
Profit Before Tax	912.19	620.82	1884.90	1,254.30
Provision for Taxation
	214.45	155.34	480.07	343.43
Current tax (-) Deferred tax
Profit after Tax	697.74	465.48	1404.83	910.87
Earnings per Share (Basic)	3.06	2.28	5.21	3.73
Earnings per Share (Diluted)	3.06	2.28	5.21	3.73

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:

S. No. Name of Director	Designation	DIN No.
1. Sheikh Naseem	Chairman and Managing Director	02467366
2. Shivani Sheikh	Whole-Time Director	02467557
3. Piyush Sharma	Director	03620959
4. Vineet Gupta	Independent Director	01393690
5. Kuldeep Kumar Gupta	Independent Director	01591373
6. Arpit Kumar Dotasra	Independent Director	09580712
7. Vekas Kumar Garg	Independent Director	06404342

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.

Key Managerial Personnel (KMP):

S. No. Name of KMP	Designation
1 Sheikh Naseem	Chairman Cum Managing Director
2 Shivani Sheikh	Whole-Time Director
3 Sumit Singh	Chief Financial Officer
4 Jyoti Goyal	Company Secretary & Compliance Officer

Disclosure of Relationships between Directors Interest:

Name of Directors	Relationship with other Directors
Sheikh Naseem	Husband of Mrs. Shivani Sheikh
Shivani Sheikh	Wife of Mr. Sheikh Naseem

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 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 Managements 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 YEAR I. 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.

S. No	Date of the meeting	Board Strength	No. of Directors Present
1.	26.04.2023	7	5
2.	22.05.2023	7	6
3.	11.08.2023	7	6
4.	25.08.2023	7	5
5.	01.11.2023	7	6
6.	29.01.2024	7	6
7.	22.02.2024	7	6
8.	14.03.2024	7	7

Number of meetings attended by each director

		Meetings of Board
S. No Name of Director	No of Meetings which were entitled to attend	Number of meetings attended	% of attendance of Directors
1 Sheikh Naseem	8	8	100
2 Shivani Sheikh	8	8	100
3 Piyush Sharma	8	8	100
4 Vineet Gupta	8	5	62.50
5 Kuldeep Kumar Gupta	8	4	50
6 Arpit Kumar Dotasra	8	7	87.50
7 Vekas Kumar Garg	8	7	87.50

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:

			Attendance at the Committee Meeting held during the F.Y. 2023-24
Name of the Member	Position	Status	01.04.2023	20.05.2023	04.08.2023	25.10.2023	20.01.2024
VEKAS KUMAR GARG	Chairman	Independent Director	Yes	Yes	Yes	Yes	Yes
KULDEEP GUPTA	Member	Independent Director	No	Yes	Yes	No	No
ARPIT KUMAR DOTASARA	Member	Independent Director	Yes	Yes	Yes	Yes	Yes
VINEET GUPTA	Member	Independent Director	Yes	No	Yes	No	Yes
SHEIKH NASEEM	Member	Executive Director	Yes	Yes	Yes	Yes	Yes

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 Companys 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 Directors Responsibility Statement to be included in the Boards 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:

TheNominationandRemunerationCommitteewasconstitutedon08.08.2022.TheConstitution,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:

Name of the Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2023-24 20.01.2024
VEKAS KUMAR GARG	Member	Independent Director	Yes
KULDEEP GUPTA	Chairman	Independent Director	No
ARPIT KUMAR DOTASARA	Member	Independent Director	Yes
VINEET GUPTA	Member	Independent Director	Yes
PIYUSH SHARMA	Member	Non-Executive Director	Yes

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 directors 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)

Name of Director	Salary	Sitting Fee	Bonus	Stock Option	Others (Benefits, Pension etc.)	Total Remuneration
Sheikh Naseem	42.00	--	--	--	--	42.00
Shivani Sheikh	42.00	--	--	--	--	42.00

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:

Name of the Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2023-24 20.01.2024
VEKAS KUMAR GARG	Member	Independent Director	Yes
KULDEEP GUPTA	Member	Independent Director	No
ARPIT KUMAR DOTASARA	Member	Independent Director	Yes
VINEET GUPTA	Member	Independent Director	Yes
PIYUSH SHARMA	Chairman	Non-Executive Director	Yes
SHIVANI SHEIKH	Member	Whole-Time Director	Yes

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:

Name of the Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2023-24 20.01.2024
SHEIKH NASEEM	Chairman	Chairman & Managing Director	Yes
SHIVANI SHEIKH	Member	Whole-Time Director	Yes
VEKAS KUMAR GARG	Member	Independent Director	Yes
ARPIT KUMAR DOTASARA	Member	Independent Director	Yes

III. MEETING OF MEMBERS: General Meetings:

SR. No. Type of Meeting	Date of Meeting	No. of Directors Present
1 Annual General Meeting	26.09.2023	5

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(1)(b) 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 31stMarch, 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 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.

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 13th General Meeting held on 27.09.2022 for a period of 5 year until the conclusion of 18th 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 Auditors 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.

Nature of statute	Nature of Dues	Amount (Rs. In lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	TDS Interest and Short deduction	1.48	Prior Years	-

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31st March ‘24, on account of disputes are given below:

Nature of statute	Nature of Dues	Amount (Rs. In lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Intimation n Order u/s 143(1)	3.43	AY-2018-19	Deputy Commissioner of Income Tax, CPC
Goods and Service* Tax	GST ITC Mismatched	50.96	AY-2023-24	At Asst. Commissioner GST

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

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
• the steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year.
• the steps taken by the company for utilizing alternate sources of energy;
• the capital investment on energy conservation equipments;
B) TECHNOLOGY ABSORPTION:
• the efforts made towards technology absorption;	Development of new types of product lines and optimum utilization of metal scrap.
• the benefits derived like product improvement, cost reduction, product development or import substitution;	Product development, cost reduction and product improvement.
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
the expenditure incurred on Research and Development	NA
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	INFLOW - NIL
	OUTFLOW- Rs. 0.52 Crores

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.

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

S. No. Particulars	Status of the No. of complaints received and disposed off
1. Number of complaints on sexual harassment received	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Not Applicable
4. Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programme for its employees
5. Nature of action taken by the employer or district officer	Not Applicable

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 2023-24.

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 ‘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.

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.