Shera Energy Ltd Directors Report

In terms of Section 152 ofthe Companies Act, 2013, Mr. Sheikh Naseem (DIN: 02467366), Director ofthe 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 ofthe Board Report.

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

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.

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

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.

In terms of Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015 ("Listing Regulations"), 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.

Disclosure pertaining to remuneration and other details as reguired 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

The Board meets at least once in every guarter to review the guarterly results and other items on the agenda and additional meetings are held to address specific needs and business reguirements 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 Linancial 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 Linancial Year 2024-25 are given below:

Number of meetings attended by each director

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

The Committee is governed by, and in line with the regulatory reguirements mandated by Act and Regulation 18 of theListing Regulations. The primary objective of the Committee is to monitor and provide an effective supervision of the managements fnancial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and guality 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.

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 Reguirements) Regulations, 2015 (specified in Part C of Schedule II) which inter-alia includes the following:

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 reguired, 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 auditors report thereon before submission to the board for approval, with particular reference to:

i. Matters reguired 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 reguirements 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 offunds raised through an issue (public issue, right issue, preferential issue, etc.), the statement offunds utilized for purposes other than those stated in the otter 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 auditors 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, adeguacy of the internal control systems;

13. Reviewing the adeguacy 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 freguency 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 adeguate 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.

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/prospec- tus/notice in terms of Regulation 32(7).

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

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

and Disclosure Reguirements) 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.

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, perguisites, bonuses, notice period, severance fees and increment of Executive Directors.

7. Define and implement the Performance Finked 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.

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

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

W Review ofthe adeguacy, timeliness, and guality of information flow between the management and the Board, enabling the Board to discharge its duties effectively and in an informed manner.

In respect ofthe 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.

The remuneration of Directors is based on various factors like Companys size, economic and financial position and Directorsparticipation in Board and Committee meetings. Based on these factors and the performance evaluation ofthe 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, perguisites 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, perguisites and allowances to directors subject to the overall ceiling prescribed by Sections 197 and 198 ofthe 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 ofthe Board and its Committees. Apart from reimbursement of expenses and remuneration as aforesaid, none ofthe 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 ofthe Company provides for the criteria for making payments to the director.

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

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

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

The tenure of office ofthe 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 monthsnotice 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.

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:

• 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.

The terms of reference of the StakeholdersRelationship 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/Investors grievance and suggest measures of improving the system of redressal of Shareholders/lnvestorsgrievances.

4. Non-receipt of share certificate^), 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.

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 reguirements mandated under the Act and Rules issued thereto.

The CSR committee has formulated a CSR policy that outlines the Companys 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 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 reguirements of "Independent Director" as mentioned under Regulation 16(1 )(b) of the SEBI (Listing Obligation and Disclosure Reguirement) Regulation, 2015.

All Independent Directors are periodically familiarized with the Companys operations, their roles, rights, and responsibilities, 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 updated 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:

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Reguire- 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 Committee, 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, guality of contributions, and the exercise of independent judgment in safeguarding the interests of the Company.

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

Pursuant to Section 134(5) ofthe 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 ofthe 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 ofthe state of affairs ofthe company as at 31st March, 2025 and ofthe profit and loss ofthe company for that period;

(c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of Companies Act,2013 for safeguarding the assets ofthe 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 adeguate 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.

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.

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.

M/s. KEYUR SFHAFH &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. M/s. KEYUR SPIAPI & 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 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, employeesstate 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 March25, on account of disputes are given below:

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.

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 2024-25. And further they have been re-appointed to conduct the cost audit for the F.Y. 2025-26 as well.

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 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 carryout 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 reguired to be disclosed under Section 134 (3) of the Act.

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

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. 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.

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.

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.

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

All related party transactions that were entered by the Company during the financial year were on an arms 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.

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 Companys 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.

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

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 (Acceptance of Deposit) Rules, 2014.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments 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. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

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

S Male Employees: 224

S Female Employees: 9

S Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and egual opportunity for all individuals, regardless of gender.

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"

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.

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) ofthe Companies Act, 2013.

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

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.

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 Companyfalls 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.

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.

The Management Discussion and Analysis section contains statements regarding the Companys 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.

The Companys 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 has upgraded its credit rating on August 20,2024 CareEdge Ratings ratings on the bankfacilities of the Shera Energy Limited

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

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:-

(i) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance 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.

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.

Brief details under regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Re- guirements) Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India of Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting

*No remuneration paid except, payment of eligible sitting fees to Independent Directors.

*ln line with the internal guidelines, no commission was paid to Directors

(ii) The percentage increase in the median remuneration of employees in the financial year 2024-25: 8.70 %

(iii) The number of permanent employees on the rolls of company as on March 31st, 2025: 233

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

* Average increase in the remunaration of all employees excluding KMP is : 13.96 %

* Average increase in the remunaration of KMP is : 46.22 %

(v) The Company affirms that the remuneration is as per the remuneration policy of the company.

(vi) Names of the top 10 employees of the Company in terms of the remuneration withdrawn in the Financial Year 2024-25:

All the afore-mentioned employees are on the permanent rolls of the Company.

(vii) No. of employees employed throughout the year who was in receipt of remuneration for the year which, in the aggregate, was not less than 1 crore and 2 lakhs rupees: NIL

(viii) No. of employees was in receipt of remuneration for the year which, in the aggregate, was not less than 8.5 lakhs per month: NIL

(iX) No. of employees, who was employed throughout the financial year or part thereof, who was in receipt of remuneration in that year was in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, more than two percent of the eguity shares of the company: NIL

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members SHERA ENERGY LIMITED

CIN L31102RJ2009PLC030434 F-269(B), ROAD NO. 13, VKIA JAIPUR-302013, RAJASTHAN

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHERA ENERGY LIMITED (hereinafter called "the Company") for the audit period from 1st April, 2024 to 31st March, 2025 ("the audit period"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acguisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of I nsider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Reguirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Eguity) Regulations,

2021 (Not applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Eguity Shares) Regulations, 2021 (Not applicable to the Company during the Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period); and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under following other laws applicable to the Company: -

1. The Factories Act, 1948;

2. The Payment of Wages Act, 1936;

3. The Minimum Wages Act, 1948;

4. The Child Labour (Prohibition and Regulation) Act, 1986;

5. The Payment of Gratuity Act, 1972;

6. The EmployeesProvident Funds Scheme, 1952;

7. Income Tax Act, 1961;

8. Foreign Trade (Development and Regulation) Act, 1951;

9. Prevention of Money Laundering Act, 2002;

10. The Competition Act, 2002; and other applicable acts and rules We have also examined compliance with the applicable clauses of:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board Meeting and General Meeting (SS-1 and SS-2).

(ii) The Listing Agreement entered into by the Company with National Stock Exchange of India Ltd.;

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Further, the Company has also maintained Structured Digital Database ("SDD") in compliance with Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015.

Adeguate notice is given to all directors to schedule the Board Meetings, except where consent of the directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision was carried through while the dissenting membersviews, if any are captured and recorded as part of the minutes.

We further report that there are adeguate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that Company has filed necessary Returns, documents reguired to be filed under the applicable laws.

We further report that during the audit period the Company had following events which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

a. During the period under review, the Company had made further investment in its subsidiary Company- Rajputana Industries Limited by purchasing additional 6,81,000 shares amounting to ? 4,15,00,000/- (Rupees Four Crores Fifteen Lakhs).

b. During the period under review, the Company had made further investment in its subsidiary Company- Shera Metal Private Limited of 35,00,000 shares amounting to ? 10,15,00,000/- (Rupees Ten Crores Fifteen Lakhs) pursuant to a private placement offer to the Company.

c. During the period under review, the Company had issued, offered and allotted 1651000 eguity shares of face value of? 10/- per share and premium of? 174/- per share amounting to aggregate funding of? 30,37,84,000/- by way of preferential placement.

d. During the period under review, the Company also subscribed to 4925000 eguity shares of its subsidiary company- Shera Metal Private Limited pursuant to a rights issue offered by the Company at an issue price of Rs. 26/- amounting to ? 12,80,50,000/-.

e. The Company paid a penalty of? 11,800/- to the National Stock Exchange of India Limited for delayed compliance with Regulation 44 of SEBI (LODR) Regulations, 2015, attributable to technical issues encountered during the timely filing attempt of XBRL.

To,

The Members

CIN L31102RJ2009PLC030434

F-269(B), ROAD NO. 13

VKIA JAIPUR-302013, RAJASTHAN

Our report of even date is to be read along with this letter.

(1) Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our examination.

(2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

(3) We have not verified the correctness and appropriateness of financial records and Books of Accounts ofthe Company.

(4) Wherever reguired, we have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

(5) The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility ofthe Management. Our examination was limited to the verification of procedures on test basis.

(6) The Secretarial Audit report is neither an assurances to the future viability ofthe Company nor the efficiency or effectiveness with which the Management has conducted the affairs ofthe Company.

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

In accordance with Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, our Board of Directors has established a CSR Committee and developed a comprehensive CSR policy, which is also available on our companys website. Our CSR Policy outlines the companys commitment to fulfill its social obligations. The policy reflects our ongoing commitment to act ethically and contribute to the countrys economic development while enhancing the guality of life for local communities and society at large. It is designed to improve corporate behavior by promoting greater accountability, transparency, and disclosure.

At Shera Energy, we believe that businesses, as integral parts of the socio-economic ecosystem, have a duty to serve the society by investing for the most pressing issues, such as hunger, poverty, illiteracy, and more, that reguire immediate attention. Key initiatives by our company include education and improving school infrastructures, the eradication of hunger, poverty, and malnutrition, environmental protection and National Heritage, Art & culture. We firmly believe that guality education is a fundamental right, and every student deserves the opportunity to succeed. Guided by this principle, we have undertaken numerous initiatives to strengthen educational systems, improve school infrastructure, and enhance the overall educational landscape. By doing so, we continue to bridge gaps in access and opportunity, helping shape a brighter, more inclusive future.

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, Your Company has a Corporate Social Responsibility (CSR) Committee. This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategy that defines plans for future CSR activities.

The Company Secretary is Secretary of the Committee. The constitution of the Committee is as per the provisions of Sched ule VII of the Companies Act, 2013.

To formulate the Corporate Social Responsibility policy of the company which shall indicate the activities to be undertaken by the company as specified in Schedule VII to the Act;

To recommend the expenditure that can be incurred for this purpose;

To monitor CSR policy of the company from time to time;

To prepare a transparent monitoring mechanism for ensuring implementation of the projects / programs / activities proposed to be undertaken by the company

Not Applicable

WJV. V.CJ,

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. Nil

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). Nil

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

The CSR Committee confirms that the implementation and monitoring of the CSR Projects is in compliance with the CSR objectives and Policy of the Company

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Shera Energy Limited (Previously known as Shera Energy Private Limited) having CIN: L31102RJ2009PLC030434 (hereinafter referred to as the "Company") produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34 (3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015.

Ensuring the eligibility of / for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.