Directors Report of Sharika Enterprises Ltd.

Mar 31, 2025

The Directors are pleased to present the 27th (Twenty Seventh) Annual Report of the Company together with Consolidated and Stan¬
dalone Audited Financial Statements of the Company for the Financial Year ended on March 31, 2025.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	8,171.10	7,842.43	7,950.16	7,841.10
EBITDA	188.70	315.74	318.61	345.47
Finance Cost (including interest)	177.92	137.36	170.72	124.13
Depreciation & Amortisation	70.25	74.68	64.23	57.07
Profit (Loss) before Tax	(59.47)	103.70	121.87	176.01
Tax Expense	(23.29)	(49.73)	(24.68)	(49.73)

Consolidated:

Revenue from operations for the Financial Year ending
31st March 2025 was Rs. 8,171.10 Lakhs as against
Rs. 7,842.43 Lakhs for the previous Financial Year, an
increase of 4.19%. Loss after tax for the year ended
31st March, 2025 is Rs. 36.18 Lakhs as compared to
Profit of Rs. 153.42 lakhs in the previous year.

Standalone: -

Revenue from operation for the Financial Year under
review was Rs. 7,950.16 Lakh as against Rs. 7,841.10
Lakhs for the previous financial year Profit after tax
for the year ended 31st March 2025 is Rs. 97.19 Lakhs
as compared to Net Profit of Rs. 225.74 Lakhs in the
previous year.

2. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as
on March 31, 2025 was Rs. 21.65 Crores. There was
no change in the share capital during the year under
review.

3. RESERvES

The Company has not transferred any amount to the
Reserves during the year under review.

4. DIvIDEND

In order to conserve the resources of the Company
and to plough back the profits for growth, the Board
of Directors of the Company have decided not to
recommend any dividend on the equity shares of the
Company for the Financial Year ended March 31, 2025.

5. SUBSIDIARY, JOINT vENTURE AND ASSOCIATE
COMPANIES

The Company has two Wholly Owned Subsidiary
Companies i.e., M/s Sharika Spintech Private Limited
(Formerly known as Sharika Lightec Private Limited)
and M/s Sharika Smartec Private Limited and One
Subsidiary Company i.e., Contronics Switchgear India
Private Limited & One Joint Venture Company i.e., M/s
Elettromeccanica India Private Limited.

6. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3)
of Section 129 of the Act and relevant SEBI Listing
Regulations, the Consolidated Financial Statements
of the Company, including the financial details of all
the subsidiary companies, forms part of this Annual
Report. The Consolidated Financial Statements have
been prepared in accordance with the Accounting
Standards prescribed under Section 133 of the Act.

7. RESEARCH & DEvELOPMENT

Continuous efforts on Research & Development
activities are being made to expand the domestic and
export markets.

8. CORPORATE GOvERNANCE

Company is committed to maintaining the best
standards of Corporate Governance and has always
tried to build the maximum trust with shareholders,
employees, customers, suppliers and other
stakeholders.

A separate section on Corporate Governance forming
part of the Board''s Report and the certificate from the
Practicing Company Secretary confirming compliance
of the Corporate Governance norms as stipulated in
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations”) is included in the Annual
Report in Annexure - A.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI Listing Regulations,
a separate section on Management Discussion and
Analysis and Corporate Governance Report together
with a certificate from a Practicing Company Secretary
confirming compliance with the Regulations relating
to Corporate Governance of SEBI Listing Regulations
(enclosed as Annexure - A) are set out and forms part
of this Annual Report.

10. INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY

The Board has adopted policies and procedures
for ensuring the orderly and efficient conduct of its
business, including adherence to Company''s policies,
safeguarding of its assets, prevention and detection
of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely
preparation of reliable financial disclosures. The
Internal Financial control is supplemented by an
extensive program of internal audit conducted by in
house trained personnel on recommendation of the
Audit Committee and the Board. The audit observations
and corrective action, if any, taken thereon are
periodically reviewed by the Audit committee to
ensure effectiveness of the Internal Financial Control
System. The internal financial control is designed to
ensure that the financial and other records are reliable
for preparing financial statements and other data, and
for maintaining accountability of persons.

11. INTERNAL CONTROLS SYSTEMS

The Internal Control systems are routinely tested
and certified by Statutory Auditors as well as
Internal Auditor and cover all key areas of business.
Independence of the internal audit and compliance is
ensured by direct reporting to the Audit Committee of
the Board.

A Certificate pursuant to provisions of Regulation 17(8)
of SEBI Listing Regulations certified by the Managing
Director and Chief Financial Officer (CFO), forming part
of the Corporate Governance Report, further confirms
the existence and effectiveness of internal controls and
reiterates their responsibilities to report deficiencies
to the Audit Committee and rectify the same.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL
(I) Directors

(a) Chairman

Mr. Rajinder Kaul is the Chairman of the Board.

(b) Re-appointment and Appointment

Mr. Shyama Prasad Mukherjee was appointed as an
Additional Director under the category of Independent
Director of the Company by the Board of Directors
in their meeting held on July 25, 2024. Further, the
shareholders have approved his appointment at the
Annual General Meeting dated September 26, 2024.

(c) Status of Directors

S. No	Name of Dirtectors	Designation
1.	Mr. Rajinder Kaul	Managing Director
2.	Mr. Sanjay Verma	Executive Director.
3.	Mr. Arvind Kumar Kaul	Non Executive - Independent Director
4.	Mr. Shyama Prasad Mukherjee	Non Executive - Independent Director
5.	Mrs. Saroj Chelluri	Non Executive - Independent Director

(d) Cessation of Directors

During the year, Mr. Subir Mulchandani ceased to hold
office as Director of the Company with effect from
August 5, 2024.

(e) Declaration from Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming,
that they meet the criteria of independence as
prescribed both, under sub-section (6) of Section 149
of the Companies Act, 2013 and under Regulation 16 of
SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

(II) Key Managerial Person

Pursuant to the provisions of sub-section (51) of Section
2 and Section 203 of the Act read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following persons are the
Key Managerial Personnel of the Company as on March
31, 2025:

• Mr Rajinder Kaul, Managing Director

• Mrs. Garvita Asati, Chief Financial Officer and

• Ms. Pushpa Yadav, Company Secretary*

• Ms. Saumya Jaiswal has resigned from the post of
Company Secretary and Compliance Officer of the
Company with effect from March 07, 2025. Further,
Ms. Pushpa Yadav has been appointed as the Company
Secretary and Compliance Officer of the Company
effective from March 19, 2025.

13. DIVERSITY OF BOARD

The Company sees increasing diversity at the Board
level as an essential element in supporting the
attainment of its strategic objectives and its sustainable
development. In particular, a diverse Board, among
others, will enhance the quality of decisions by
utilizing different skills, qualifications and professional
experience for achieving sustainable and balanced
development.

14. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the
opinion that all the Independent Directors of the
Company appointed during the year possesses integrity,
relevant expertise and experience required to best
serve the interest of the Company. The Independent
Directors have confirmed compliance of relevant
provisions of Rule 6 of the Companies (Appointments
and Qualifications of Directors) Rules, 2014.

15. DECLARATION BY INDEPENDENT DIRECTOR

In terms of the provisions of sub-section (6) of
Section 149 of the Act and Regulation 16 of SEBI
Listing Regulations including amendment(s) and
modification(s) thereof, the Company has received
declarations from all the Independent Directors of the
Company that they meet the criteria of independence,
as prescribed under the aforesaid provisions of the
Act and SEBI Listing Regulations. There has been no
change in the circumstances affecting their status as
an Independent Director during the year. Further, the
Non-Executive Independent Directors of the Company
had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and
reimbursement of expenses, if any, incurred by them
for the purpose of attending meetings of the Board/
Committee(s) of the Company.

The Board is of the opinion that the Independent
Directors of the Company possess requisite
qualifications, experience and expertise and they
hold highest standards of integrity to discharge their
responsibilities with objective and independent
judgement, free from external influence. As per the
provision of Rule 6(4) of Companies (Appointment
and Qualification of Directors) Rules, 2014, all the
Independent Directors of the Company have passed the
online proficiency self-assessment test.

16. FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS

At the time of appointing a Director, a formal letter
of appointment is given to him/her, which inter- alia
explains the role, function, duties and responsibilities
expected of them as a Director of the Company. The
Director is also explained in detail the Compliance
required from them under the Companies Act, 2013,
SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015 and other relevant regulations and
affirmation taken with respect to the same.

Management does one to one discussion with the
newly appointed Director to familiarize him/ her with
the Company''s operations. Further the Company has
put in place, a system to familiarize the Independent
Directors about the Company, its products, business
and the on-going events relating to the Company.

The details of the familiarization programme may
be accessed on the Company''s website (www.
sharikaindia.com).

17. EvALUATION OF BOARD''S PERFORMANCE

In compliance with the provisions of Companies Act,
2013 and Regulation 17(10) of SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015, the
performance evaluation of the Board was duly carried
out during the year under review. More details on the
same are given in the Corporate Governance Report.

18. PERFORMANCE EvALUATION OF THE BOARD,
COMMITTEES AND INDIvIDUAL DIRECTORS

In terms of provisions of the Companies Act, 2013 read
with the Rules issued there under and SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015, the Board has adopted a formal mechanism for
evaluating the performance of its Board, Committees
and individual Directors, including the chairman of the
Board. Further, a structured performance evaluation
exercise was carried out based on criteria such as:

• Board/Committees composition;

• Structure and responsibilities thereof;

• Ethics and Compliance;

• Effectiveness of Board processes;

• Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience /
Expertise;

• Business Commitment & Organizational Leadership;

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof,
Chairman, Executive and Non-Executive Independent
Directors and individual Directors is evaluated by the
Board/ Separate meeting of Independent Directors.
The results of such evaluation are presented to the
Board of Directors.

19. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board of Directors
met nine times. The details are given in the Corporate
Governance Report which forms part of the Annual
Report. The intervening gap between the Meetings was
within the period prescribed under Companies Act,
2013.

Details of the composition of the Board and its
Committees and of the Meetings held, the attendance of
the Directors at such meetings and such other relevant
details are provided in Corporate Governance Report.

20. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans covered under the provisions of
Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements. The details of
investment made during the year are set out in Note 54
to the Financial Statements of the Company.

21. DEPOSITS

The Company has not accepted deposit from the public
within the ambit of Section 73 of the Companies Act,
2013 and The Companies (Acceptance of Deposits)
Rules, 2014.

22. ENERGY CONSERvATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
& OUTGO

The details of energy conservation, technology
absorption and foreign exchange earnings and outgo as
required under Section 134(3) of the Companies Act,
2013, read with the Rule 8 of Companies (Accounts
of Companies) Rules, 2014 is annexed herewith as
Annexure - C to this report.

23. vIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy
establishing vigil mechanism, to provide a formal
mechanism to the Directors and employees to report
their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company''s Code of
Conduct or ethics policy without fear of reprisal. The
policy may be accessed on the Company''s website at
www.sharikaindia.com.

24. REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the
Companies Act, 2013 and applicable provisions
of Listing Regulations, the Board, in consultation
with its Nomination & Remuneration Committee,
has formulated a framework containing, inter-alia,
the criteria for determining qualifications, positive
attributes and independence of a director, performance
evaluation of the entire Board of the Company, its
Committees and Individual Directors, including
Independent Directors.

The Remuneration policy is directed towards rewarding

performance based on review of achievements. The
members can download the complete Nomination
and Remuneration policy on the Company''s website at
www.sharikaindia.com.

Disclosure of details of payment of remuneration to
Managerial Personnel under Schedule V Part II, Section
II (A) forms part of the Corporate Governance Report.

25. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies
Act, 2013, all contracts and arrangements with related
parties under Section 188(1) of the Act, entered into
by the Company during the financial year, were in the
ordinary course of business and on an arm''s length
basis. The details of the related party transactions as
required under Accounting Standard-18 are set out in
Note 42 to the financial statements forming part of this
Annual Report.

During the year, there were no transactions with related
parties which qualify as material transactions under
SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015. The Disclosure required in Form
AOC-2 pursuant to Section 134 (3)(h) of the Companies
Act, 2013 is Not Applicable.

The Company has developed a Policy for Consideration
and Approval of Related Party Transactions which
can be accessed on Company''s website at www.
sharikaindia.com.

26. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
the Annual Return of the Company is available on
the website of the Company at the link: https://
sharikaindia.com/investors/.

27. RISK MANAGEMENT

Every organization is exposed to a number of risks that
it needs to effectively identify, manage and mitigate.
The Company has a process in place to identify key
risks across the organization and relevant action
plans to mitigate these risks. The Audit Committee
has been entrusted with the responsibility to assist
the Board members about the risk assessment and its
minimization procedures.

There are no risks which in the opinion of the Board
threaten the existence of your Company. However,
some of the risks which may pose challenges are set
out in the Management Discussion and Analysis which
forms part of this Report.

28. AUDITORS
Statutory Audit:

M/s. WDK & Associates, Chartered Accountants
(ICAI Firm''s Registration No. 061389E), the existing
Statutory Auditors of the Company, pursuant to
completion of their term, retired from the conclusion of
the 26th Annual General Meeting of the Company held
in the calendar year 2024.

The Shareholders of the Company at the Annual
General Meeting held on September 26, 2024 had,
after considering the experience and expertise and on
the recommendation of Board of Directors, appointed
M/s. R D V & Associates, Chartered Accountants, (ICAI
Firm Regn. No. 006128C), as Statutory Auditors of the
Company, for a term of five consecutive years from the
conclusion of 26th Annual General Meeting held in the
year 2024 till the conclusion of 31st Annual General
Meeting of the Company to be held in the Calendar Year
2029.

There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any
explanation from the Directors. Further, the notes to
accounts referred to in the Auditor''s Report are self¬
explanatory. During the year, the Auditor had not
reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under
Section 134(3) (ca) of the Act.

Secretarial Audit:

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and The Companies
(Appointment and Managerial Personnel) Rules, 2014,
the Company has appointed "M/s Jaivindra Singh &
Associates”, a firm of Company Secretaries in Practice
to undertake the Secretarial Audit of the Company.

The Secretarial Auditor had submitted their report,
confirming compliance by the Company of all the
provisions of the applicable corporate laws. The
Secretarial Audit Report is annexed herewith as
Annexure-B to this report.

Cost Audit:

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 the Central Government has
prescribed maintenance and audit of cost records vide
the Companies (Cost Records and Audit) Rules, 2014
to such class of Companies as mentioned in the Table
appended to Rule 3 of the said Rules. During the year
under review, maintenance of cost records and cost
audit provisions were not applicable to the Company.

29. AUDITOR''S REMARKS

The Auditors'' remarks on the annual accounts are self¬
explanatory and do not require further comments from
the Company.

30. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, the Company had

altered its Main Objects as stated in the Memorandum
of Association (MOA) pursuant to the approval of the
shareholders by way of a special resolution passed
through Postal Ballot dated March 19, 2025.

As a result of this alteration, the Company has
expanded and diversified its operations from engaging
in the transmission and distribution of power,
along with providing consultancy services in power
and energy projects to engaging in Automation,
Supervisory Control and Data Acquisition (SCADA)
Systems, Advanced Distribution Management Systems
(ADMS), Smart Grid Technologies, and Engineering,
Procurement & Construction (EPC) and other works
related to power distribution and transmission
networks.

31. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall within the criteria
pursuant of provisions of Section 135 of the Companies
Act, 2013 pertaining to Corporate Social Responsibility
(CSR). Hence, the Company has neither formed CSR
Committee nor devised a CSR Policy.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which
have occurred subsequent to the close of the Financial
Year of the Company to which the balance sheet relates
and the date of the report that may affect the financial
position of the Company.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the
Regulators / Courts or Tribunals which would impact
the going concern status of the Company and its future
operations.

34. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual
Listing Fees for the financial year to BSE Limited where
the Company''s equity shares are listed.

35. POLICY ON CODE OF CONDUCT & ETHICS AND
SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE

Sharika Enterprises has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of sexual
harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder for prevention and
redressal of complaints of sexual harassment at
workplace.

The Company has complied with provisions relating
to the constitution of Internal Complaints Committee

under the said act. There have been no complaints of
sexual harassment received during the year.

Particulars	No. of Complaint(s)
Complaints as on April 01, 2024	Nil
Complaints received during the FY 2024-25	Nil
Complaints disposed during the FY 2024-25	Nil
Complaints pending for more than 90 days	Nil
Complaints as on March 31, 2025	Nil

36. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is also enclosed as
Annexure D to this Report.

The information pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 pertaining to the
top ten employees in terms of remuneration drawn
and their other particulars also form part of this
report. However, the report and the accounts are being
sent to the members excluding the aforesaid annexure.
In terms of Section 136 of the Act, the said annexure
is open for inspection at the Registered Office of the
Company. Any shareholder interested in obtaining a
copy of the same may write to the Company Secretary.

37. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5)
of the Companies Act, 2013, the Board of Directors,
to the best of knowledge and belief and according to
the information and explanations obtained by them,
hereby confirm that:

a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures, if any.

b) Accounting policies selected were applied
consistently. Reasonable and prudent judgments
and estimates are made so as to give a true and
fair view of the state of affairs of the Company
as of 31st March, 2025 and of the profits of the
Company for the year ended on that date.

c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities.

d) The annual accounts of the Company had been
prepared on a going concern basis.

e) Proper Internal Financial Controls were in place
and such Financial Controls were adequate and
were operating effectively.

f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place
and such systems were adequate and operating
effectively.

38. SECRETARIAL STANDARDS

During the year 2024-25, the Company has complied
with applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India.

39. MATERNITY BENEFIT COMPLIANCE

The Board places on record its assurance that the
Company has maintained a compliant and supportive
environment in accordance with the spirit and intent of
the Maternity Benefit Act, and will continue to enhance
employee-centric practices that promote diversity,
equity, and inclusion across the organization.

40. OTHER DISCLOSURES

During the year, there were no transaction requiring
disclosure or reporting in respect of matters relating
to:

(a) pendency of any proceeding under the Insolvency
and Bankruptcy Code, 2016; and

(b) instance of one-time settlement with any bank or
financial institution.

ACKNOWLDGEMENT

Your directors would also like to extend their
gratitude for the co-operation received from financial
institutions, the Government of India and regulatory
authorities. The Board places on record its appreciation
for the continued support received from customers,
vendors, retailers and business partners, which is
indispensable in the smooth functioning of Company.
Your directors also take this opportunity to thank all
investors and shareholders, and the stock exchanges
for their continued support. Your directors place on
records their deep appreciation to employees at all
levels for their hard work, dedication and commitment.
Their contribution to the success of this organization is
immensely valuable.

For and on behalf of the Board of Directors,
Sharika Enterprises Limited

Date: August 8,2025 Rajinder Kaul

Place: Noida, Uttar Pradesh Managing Director

---

Mar 31, 2024

The Directors are pleased to present the 26th (Twenty Sixth) Annual Report of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2024.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	7,842.43	5,036.60	7,841.10	5,036.60
EBITDA	296.94	(139.52)	342.41	(124.17)
Finance Cost (including interest)	134.31	168.46	121.07	155.23
Depreciation & Amortisation	74.68	33.24	57.07	33.24
Profit (Loss) before Tax**	103.70	(320.84)	176.00	(294.13)
Tax Expense	(49.73)	11.44	(49.73)	9.24
Profit After Tax	134.08	(335.17)	225.74	(303.37)

Consolidated:

Revenue from operations for the financial year ending 31^st March 24 was Rs. 7842.43 Lakh as against Rs. 5036.60 Lakh for the previous financial year, registering an increase of 55.70%. Profit/(loss) after tax for the year ended 31^st March, 2024 is Rs. 153.42 lakh as compared to Net Profit/(Loss) of Rs. (332.28) lakh in the previous year. There was no revenue booked in the subsidiary company for the year under review.

Standalone: -

Revenue from operation for the financial year under review was Rs. 7841.10 Lakh as against Rs. 5036.60 Lakh for the previous financial year, registering an increase of 55.68%. Profit/(loss) after tax for the year ended 31^st March 24 is Rs. 225.74 lakh as compared to Net Profit/(Loss) of Rs. (303.37) Lakh in the previous year.

2. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024 was 21.65 Crore. There was no change in the share capital during the year under review.

3. DIVIDEND

In order to conserve the resources of the Company and to plough back the profits for growth, The Board of Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2024.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has two Subsidiary Company i.e. M/s Sharika Lightec Private Limited and M/s Sharika Smartec Private Limited and One Associate Company

i.e. M/s Elettromeccanica India Private Limited.

5. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and relevant SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

6. RESEARCH & DEVELOPMENT

Continuous efforts on Research & Development activities are being made to expand the domestic and export markets.

7. CORPORATE GOVERNANCE

Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A separate section on Corporate Governance forming part of the Board''s Report and the certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) is included in the Annual Report in Annexure - A.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and

Analysis, Business Responsibility and Sustainability Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of SEBI Listing Regulations are set out and form part of this Annual Report.

9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Internal Financial control is supplemented by an extensive program of internal audit conducted by in house trained personnelon recommendation of the Audit Committee and the Board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

10. INTERNAL CONTROLS SYSTEMS

The Internal Control systems are routinely tested and certified by Statutory as well as Internal Auditors and cover all key areas of business. Independence of the internal audit and compliance is ensured by direct reporting to the Audit Committee of the Board.

A Managing Director and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee and rectify the same.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL(a) Chairman

Mr. Rajinder Kaul is the Chairman of the Board.

(b) Re-appointment and Appointment

Mr. Subir Mulchandani & Mrs. Saroj Chelluri was appointed as Additional Directors of the Company by the board of Directors in their meeting held on November 09, 2023 and further their appointment was approved by the shareholders by passing Special Resolution through Postal Ballot by remote e-voting process.

(c) Status of Directors

Mr. Rajinder Kaul is the Managing Director of the Company. Mr. Sanjay Verma is Non-Independent and Executive Director. Mr. Hitesh Kumar, Ms. Tanu

Sharma, Ms. Nidhi Gambhir Ms. Saroj Chelluri, Mr. Subir Mulchandani, Mr. Arvind Kumar Koul are the Independent Directors of the Company.

(d) Cessation of Directors

During the year, Mr. Hitesh Kumar and Mrs. Tanu Sharma and Ms. Nidhi Gambhir and Mr. Ranjeet Kumar Verma ceased to hold office as Directors of the Company.

(e) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(II) Key Managerial Person

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are the Key Managerial Personnel of the Company as on March 31, 2024:

Mr. Rajinder Kaul, Managing Director Mrs. Garvita Asati, Chief Financial Officer and Ms. Saumya Jaiswal, Company Secretary*

* Mr. Aditya Sharma has resigned from the post of Company Secretary and Compliance Officer of the Company from November 09, 2023 and Ms. Saumya Jaiswal has been appointed as the Company Secretary and Compliance Officer of the Company with effect from November 09, 2023.

12. DIVERSITY OF BOARD

The Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

13. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company appointed during the year possesses integrity, relevant expertise and experience required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

14. DECLARATION BY INDEPENDENT DIRECTOR

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations, as amended from time to time. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency selfassessment test.

15. FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him, which inter- alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

Management does one to one discussion with the newly appointed Director to familiarize him with the Company''s operations. Further the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the ongoing events relating to the Company.

The details of the familiarization programme

may be accessed on the Company''s website (www.sharikaindia.com).

16. EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

17. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of provisions of the Companies Act, 2013 read with the Rules issued there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition;

• Structure and responsibilities thereof;

• Ethics and Compliance;

• Effectiveness of Board processes;

• Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience / Expertise;

• Business Commitment & Organizational Leadership;

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board/ Separate meeting of Independent Directors. The results of such evaluation are presented to the Board of Directors.

18. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board of Directors met eight times. The details are given in the Corporate Governance Report which forms a part of the Annual Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Details of the composition of the Board and its Committees and of the Meetings held, the attendance of the Directors at such meetings and other relevant details are provided in Corporate Governance Report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The company has neither made any investment nor given any guarantee during the financial year 2023-24.

20. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

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

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - C to this report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy without fear of reprisal. The policy may be accessed on the Company''s website.

23. REMUNERATION POLICY

Pursuant to the applicable provisions of the Companies Act, 2013 and the 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 entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Members can download the complete remuneration policy on the Company''s website (www.sharikaindia. com).

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V Part II, Section II (A) forms part of this Corporate Governance Report.

24. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the financial year, were in the ordinary course of business and on an arm''s length basis. The details of the related party transactions as required under Accounting Standard-18 are set out in Note 34 to the financial statements forming part of this Annual Report.

During the year, there were no transactions with related parties which qualify as material transactions under SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015. The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 is Not Applicable.

The Company has developed a Policy for Consideration and Approval of Related Party Transactions which can be accessed on Company''s website (www.sharikaindia. com).

25. ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link:http://www. sharikaindia.com/annnal-retnrn.php.

26. RISK MANAGEMENT

Every organization is exposed to a number of risks that it needs to effectively identify, manage and mitigate. Company has a process in place to identify key risks across the organization and relevant action plans to mitigate these risks. The Audit Committee has been entrusted with the responsibility to assist the Board members about the risk assessment and its minimization procedures.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

27. AUDITORS Statutory Audit:

M/s. WDK & Associates, Chartered Accountants (ICAI Firm''s Registration No. 016389N), the existing statutory auditors would retire from the conclusion of the ensuing Annual General Meeting of the Company and shall not be eligible for reappointment as per the provisions of rotation of auditors under Companies Act, 2013.

The Company has received a letter from M/s. R D V & Associates, Chartered Accountants, New Delhi expressing their willingness to be appointed as statutory auditors of the Company and further confirmed that their appointment, if made, will be in compliance with the provisions of Section 141(3)(g) of the Companies Act, 2013. The Board has proposed to appoint M/s R D V & Associates. Chartered Accountants (Firm Reg. No. 006128C), as statutory Auditors of the Company for a tenure of 5 years (from the conclusion of forthcoming 26^th Annual General Meeting to be held in calendar year 2024 to 31^st Annual General Meeting to be held in calendar year 2029.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are selfexplanatory. During the year, the Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s Jaivinder Singh & Associates”, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of the applicable corporate laws. The Secretarial Audit Report annexed as Annexure-B

28. AUDITOR''S REMARKS

The Auditors'' remarks on the annual accounts are selfexplanatory and do not require further comments from the Company

29. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company done during the year under review.

30. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provision of Section 135 of the Companies Act, 2013, your Company does not fall within the criteria of turnover and/or/ profit and/or net worth, therefore, the Company has neither formed CSR Committee nor CSR Policy.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

33. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year FY 2023-24 to the Bombay Stock Exchange where the Company''s equity shares are listed.

34. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Sharika Enterprises has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said act. There have been no complaints of sexual harassment received during the year.

35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure D to this Report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of thisreport. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31^st March, 2024 and of the profits of the Company for the year ended on that date.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts of the Company have been prepared on a going concern basis.

Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

37. SECRETARIAL STANDARDS

During the year 2023-24, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

38. OTHER DISCLOSURES

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and

(b) instance of one-time settlement with any bank or financial institution.

39. ACKNOWLDGEMENT

Your directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory authorities. The board places on record its appreciation for the continued support received from customers, vendors, retailers and business partners, which is indispensable in the smooth functioning of Company. Your directors also take this opportunity to thank all investors and shareholders, and the stock exchanges for their continued support. Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their contribution to the success of this organization is immensely valuable.

---

Mar 31, 2018

To the Members of Sharika Enterprises Limited

The Directors have pleasure in presenting the 20th Annual Report of your Company together with its audited financial statement for the financial year ended March 31, 2018.

FINANCIAL RESULT: STANDALONE (in Rs.)

Particulars	2017-18	2016-17
Total Income Total Expenditure Profit/ (Loss) before Tax Profit/ (Loss) after Tax	19.23.39.169.00 16.32.01.138.00 2.91.38.031.00 2.26.76.115.00	18.78.15.823.00 15.25.40.410.00 3.52.75.413.00 2,23,10, 156.00
CONSOLIDATED (in Rs.)
Particulars	2017-18	2016-17
Total Income Total Expenditure Profit/ (Loss) before Tax Profit/ (Loss) after Tax	19.44.80.809.00 17.41.71.192.00 2.03.09.617.00 1.38.47.701.00	23.52.56.905.00 20.17.32.969.00 3.35.23.936.00 2.60.75.444.00

FINANCIAL HIGHLIGHTS- STANDALONE: Income:

The Total Income for the year ended March 31, 2018 is Rs. 3,65,959.00 more than Total Income of the previous year.

Depreciation and Finance Costs:

Depreciation for the year is higher at Rs. 61,98,461.00 which is higher by Rs. 24,89,063.00 as compared to previous year due to purchase of Assets worth Rs. 43,41,765.00 during the year. Total Finance costs for the year ended March 31, 2018 was Rs. 1,54,98,958.00 which is higher by Rs. 74,57,475.00 as compared to previous year due to higher interest on borrowing fund.

Profit before Tax and Exceptional Items:

Profit before Tax stood at Rs. 2,91,38,031.00 as compared to previous year Rs. 3,52,75,413.00. Borrowings:

The total borrowings stood at Rs. 8,20,52,596.00 as on March 31, 2018 as against Rs. 8.65.51.934.00 as on March 31, 2017 for the standalone entity.

Profit / (Loss) after tax:

The Profit after Tax for the year is at Rs. 2,26,76,115.00 as compared to a profit of Rs. 2.23.10.156.00 for the previous year.

FINANCIAL HIGHLIGHTS - CONSOLIDATED

The consolidated income of your Company for the year ended March 31, 2018 aggregated Rs. 19.44.80.809.00 as against for the previous year Rs. 23,52,56,906.00. The consolidated turnover decreased by 17.33 %.

The consolidated profit after Tax aggregated to Rs. 1,38,47,701.00 for the year has declined when compared to the profit after Tax of Rs. 2,60,75,444.00 for the previous year. The consolidated financial results of the current year were impacted due to various operational factors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Consolidated Financial Statements of your Company and its Subsidiary and Joint Venture prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts.

Your Company has one Subsidiary and one Joint Venture as at March 31, 2018. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of your Company’s Subsidiary and Joint Ventures in Form AOC-1 is attached to the Financial Statements of your Company.

PERFORMANCE OVERVIEW AND STATE OF COMPANY’S AFFAIRS:

During the year under review, your Company has earned net profit of Rs. 2,26,76,115.00. Your directors are hopeful for the bright future of the company in years to come. The company will continue its efforts to reduce costs and improve efficiencies, enhance value-addition to its customer base and maximize capacity utilization. With these efforts the company hopes to generate revenues and profitability.

NATURE OF BUSINESS:

Incorporated in 1998, Our Company engaged in Engineering Procurement Construction (EPC) contracts, specialized assembling, trading activities, Erection Services, representation services to majorly power Generation, Transmission and Distribution sector. We have grown consistently over the years and widened our portfolio which covers installing power transmission EHV cables, designing & installing EMS (Energy Management System) and allied distribution automation Equipments such as Autoreclosers, fault passage indicators (FPI) etc., designing and installing of Solar Power Generation plants.

Our Company is headquartered in the National Capital Region in India and with having assembling unit in Jammu and Noida. Also our Company is an ISO 9001:2015 certified for providing Consultancy, Project Management, EPC Contracts in field of Power Generation, Transmission and Distribution. We operate in the infrastructure sphere in India focusing on the power sector and work with international and Indian power equipment manufacturers and involved in project management/EPC contractors.

Our Company is also engaged in trading of LED lights, EHV cables & accessories, power capacitors, switchgears & Cast Resin Transformers.

Our Services are:-

1. Engineering Procurement Constructions (EPC)

2. Representative Services

3. Other consultancy Services

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there is no change in the nature of business activity of the company.

DEMATERIALIZATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL.

ANNUAL RETURN:

The details forming part of the Annual Return shall also be available on Website of the Company which is www.sharikaindia.com

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

APPROPRIATIONS: Dividend:

No dividend was declared during financial year under review.

Reserves:

The Board of director has not transferred any amount to Reserves.

LISTING:

The Equity Shares of the Company are listed on SME Platform of BSE Limited w.e.f. 27th November, 2017. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2017-18.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

Your Company M/s Sharika Enterprises Limited has received LOI for Solar Street Light Project worth Rs. 40.33 Crores (approx) from one of the State Government’s renewable energy agency which might affect the financial position of the company between the end of the financial year to the date of signing of financial statement and directors’ report.

Besides that, Mr. Rajinder Khazanchi (Independent Director) resigned after the end of relevant year on 17.05.2018, Mr. Mahesh Pandey (Company Secretary & Compliance Officer) resigned after the end of relevant year on 26.06.2018 while Mr. Ranjeet Verma and Ms. Pinki Kumari was appointed as Independent Director after the end of relevant year on 14.08.2018 which might affect the financial position of the company between the end of the financial year to the date of signing of financial statement and directors’ report.

PUBLIC DEPOSITS:

Company does not accept and / or renew Fixed Deposits from the general public and shareholders.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has given loan during the financial year 2017-18, the details of which are specified in Note No. 18 of financial statement as on 31st March 2018.

The company has neither made any investment nor given any guarantee during the financial year 2017-18.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Initial Authorised share capital of our Company was Rs. 10.00 Lakh divided into 1,00,000 Equity Shares of Rs. 10/- each. This Authorised capital was increased to Rs. 1100.00 Lakh divided into 1,10,00,000 Equity Shares of Rs. 10/- each pursuant to a resolution passed by our Shareholders during the year 2017-18 in their extra-ordinary general meeting held on July 28, 2017.

75,00,000 Equity Shares were issued on 8th August, 2017 as Bonus issue while 32,25,000 Equity Shares in terms of Draft Prospectus were issued by a resolution of our Board of Directors dated August 22, 2017 and by special resolution passed under Section 62(l)(c) of the Companies Act, 2013 at the Extra Ordinary General Meeting of the members held on August 26, 2017.

BOARD POLICIES

The details of all the policies approved and adopted by the Board are available on the website of the Company www.sharikaindia.com . You can also access them directly via this link http://www.sharikaindia.com/policy.php

Policy on directors’ appointment and remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2018, Our Board of Directors consists of 7 (seven) Directors out of which 3 (three) are Executive Directors, 2(two) are Non-Executive Women Directors and 2 (two) are Independent Directors.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.sharikaindia.com. You can access it directly via this link too http://www.sharikaindia.com/policy.php

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DETAILS OF REMUNERATION TO DIRECTORS

The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sr. No.	Name	Designation	%age increase
1.	Arun Kaul	Whole-time director	41%
2.	Ravinder Bhan	Whole-time director	41%
3.	Rajinder Kaul	Managing Director	41%
5.	Vikas Pandey	CFO	52%

Reason for increase in the remuneration of employees in the financial year:

The remuneration has been increased with reference to their expertise, their experience and their contribution in taking the Company forward.

The number of permanent employees on the rolls of company:

There are approximately 82 permanent employees in the Company.

If remuneration is as per the remuneration policy of the company:

We affirm that the remuneration is given to all as per remuneration policy of the Company.

Ratio of remuneration of highest paid director to other employees who get remuneration more than highest paid director.

There is no employee who gets higher remuneration than the Directors of the Company

No employee of the Company was in receipt of remuneration exceeding the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITOR AND AUDITOR’S REPORT:

Statutory Auditor:

M/s WDK & Associates, Chartered Accountants, was appointed as Statutory Auditors of the Company at 16th Annual General Meeting of the Company to hold office for five consecutive years subject to ratification at every annual general meeting. Finding satisfactory performance of auditor, Board on the recommendation of Audit Committee recommends ratification of the appointment of M/s WDK & Associates as Statutory Auditors.

Statutory Auditor’s Report: The Auditors’ Report does not contain any qualification, reservation or adverse remark and report are self-explanatory and do not call for any further comments.

Secretarial Auditor:

M/s Kundan Agrawal & Associates, Company Secretaries, was appointed as Secretarial Auditor of the Company by the Board of Directors w.e.f. 30th May, 2018 for the Financial Year 2017-18.

As the Company recently got listed at BSE SME Exchange, thus Company appointed Secretarial Auditor for the first time.

The Auditors’ Report does not contain any qualification, reservation or adverse remark and report are self-explanatory and do not call for any further comments.

Secretarial Auditor’s Report: The Auditors’ Report does not contain any qualification, reservation or adverse remark and report are self-explanatory and do not call for any further comments.

The report of Secretarial Audit in Form MR -3 is annexed to & forms part of this Report.

Internal Auditor:

Mr. Ravinder Bhan was appointed as Internal Auditor of the Company for the financial year 2017-18 who is acting independently. He reports directly to the Board.

Internal Auditor’s Report: The Auditors’ Report does not contain any qualification, reservation or adverse remark and report are self-explanatory and do not call for any further comments.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Companies Act, 2013 w.r.t. CSR are not applicable on the Company

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Board of Directors hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2018 and of the profit and loss of the company from 1st April, 2017 to 31st March, 2018.

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

Transactions with related parties in the ordinary course of the Company’s business and none of these fall under the purview of the provisions of section 188 of the Companies Act, 2013. The details of RPT are more fully explained in Note No. 30 of Financial Statements.

The policy on Related Party Transactions is available on our Website www.sharikaindia.com . You can access it directly via this link too http://www.sharikaindia.com/policy.php

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy-

/. the steps taken or impact on conservation of energy; Nil

//. the steps taken by the company for utilizing alternate sources of energy; Nil Hi. the capital investment on energy conservation equipments; Nil

B. Technology Adsorption-

i. the efforts made towards technology absorption-Nil

//. the benefits derived like product improvement, cost reduction, product development or import substitution- Nil

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil

iv. the expenditure incurred on Research and Development- Nil

C. Foreign Exchange Earnings and Outgo: Nil

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES:

The Company has not received any complaint of sexual harassment during the year under review.

SIGNIFICANT AND MATERIAL ORDERS OF REGULATORS OR COURTS OR TRIBUNALS:

A significant material order was passed by Bombay Stock Exchange (Stock Market Regulator) declaring your Company M/s Sharika Enterprises Limited as Listed Company on 27th November, 2017. The Company made its Initial Public Offer in November 2017 and met with over whelming response wherein the public offering was oversubscribed by more than 59 times.

Besides this, Registrar of Companies passed order for change of Registered Office of Company from 404, CHIRANJIV TOWER, 43 NEHRU PLACE, NEW DELHI - 110019 to 208, CHIRANJIV TOWER, 43 NEHRU PLACE, NEW DELHI - 110019 w.e.f. 27.02.2018 upon application made by Company in this regard.

Company’s status has been changed from Private Limited to Public Limited and in consequence thereof the name of the Company has changed from Sharika Enterprises Private Limited to Sharika Enterprises Limited.

There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

COROPRATE GOVERNANCE

As per Regulation 15 under Chapter IV of SEBI (LODR) Regulations, 2015, the listed entity which has listed its securities on the SME exchange are exempt from complying with the Corporate Governance provisions as specified in Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and sub-regulation 2 of Regulation 46.

Your Company has been listed on SME Platform of Bombay Stock Exchange and thus provisions of Corporate Governance are not applicable on your Company. Though, your Company tries to follow all the corporate governance practices as much as it can. Thus, separate Corporate Governance Report is not provided this year however Company is providing Management Discussion & Analysis report which forms a part of this Annual report.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations and in accordance with the best practices in Corporate Governance.

Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

Board evaluation

The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors in consultation with Nomination & Remuneration Committee has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent Directors were carried out by the Independent Directors.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Familiarization program for independent directors

All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The terms and conditions of appointment of Independent Director and Familiarization Program for independent directors are available on our website, at www.sharikaindia.com. You can access them directly via this link too http://www.sharikaindia.com/policy.php .

DIRECTORS AND KEY MANAGERIAL PERSONNEL: Appointments

Mr. Ashok Kumar Kaul was appointed as Independent Director during the year on 26.08.2017. Mr. Vikas Pandey was appointed as CFO (KMP) during the year on 22.08.2017.

However, Mr. Ranjeet Verma Kumar and Ms. Pinki Kumari were appointed as Independent Directors after the end of relevant year on 14.08.2018.

Resignations

Mr. Ravinder Bhan retired by Rotation but being eligible, offers himself for re-appointment.

Mr. Rajinder Khazanchi (Independent Director) resigned after the end of relevant year on 17.05.2018.

Mr. Mahesh Pandey (Company Secretary & Compliance Officer) resigned after the end of relevant year on 26.06.2018.

MEETINGS OF THE BOARD AND COMMITTEES: Meeting of the Board

During the year 2017-18, Eleven board meetings were held on respective date, 10th May, 2017, 3rd July, 2017, 19th July, 2017, 8th August, 2017, 22nd August, 2017, 30th August, 2017, 22nd September, 2017, 29th September, 2017, 13th October, 2017, 23rd November, 2017 and 17th February, 2018. The attendance of directors at the board meetings is as given below:

Name of Directors	Designation	Attendance Particulars Number of Board Meetings
		Held	Attended
Mr. Rajinder Kaul	Managing Director	11	11
Mr. Ravinder Bhan	Whole-time Director	11	11
Mr. Arun Kaul	Whole-time Director	11	11

Ms. Mukta Mani Kaul	Non-Executive Director	11	8
Mr. ASHOK KUMAR KAUL	Independent Director	6	6
Mr. RAJINDER KHAZANCHI	Independent Director	6	6

Meetings of Audit Committee:

During the year 2017-18, One Audit Committee meeting was held on 13th October, 2017. The attendance of directors at the Audit Committee meeting is as given below:

Name of Directors	Designation	Attendance Particulars Number of Board Meetings
		Held	Attended
Mr. RAJINDER KAUL	Member	1	1
Mr. ASHOK KUMAR KAUL	Member	1	1
Mr. RAJINDER KHAZANCHI	Chairman	1	1

Meetings of Nomination & Remuneration Committee:

During the year 2017-18, One Nomination & Remuneration Committee meeting was held on 13th October, 2017. The attendance of directors at the Nomination & Remuneration Committee meeting is as given below:

Name of Directors	Designation	Attendance Particulars Number of Board Meetings
		Held	Attended
Mrs. MUKTA MANI KAUL	Member	1	1
Mr. ASHOK KUMAR KAUL	Chairman	1	1
Mr. RAJINDER KHAZANCHI	Member	1	1

Meetings of Stakeholder Relationship Committee:

During the year 2017-18, no Stakeholder Relationship Committee meeting was held.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

There is adequacy of control w.r.t. Financial statements of the Company

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has established a “Whistle Blower Policy” and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Company’s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company www.sharikaindia.com . You can see it directly via this link http://www.sharikaindia.com/ime/pdf/vigil-mechanism.pdf

CODE OF CONDUCT

Company keenly follows the code of conduct and ethics. The code of conduct of our Company is given on our Website www.sharikaindia.com . You can directly access the code of conduct via this link too http://www.sharikaindia.com/policy.php

RISK MANAGEMENT

The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedures are reviewed by the Audit Committee and Board of Directors on time to time basis.

ACKNOWLEDGEMENT:

Your Directors are pleased to record their gratitude for the understanding and support received from the share holders, financial institutions, bankers, customers and suppliers of the Company.

For SHARIKA ENTERPRISES LIMITED

Sd/- Sd/-

(Rajinder Kaul) (Ravinder Bhan)

Date: 01/09/2018 Managing Director Director

Place: Delhi DIN: 01609805 DIN: 01609915

Add: T C-581 Sarita Vihar Add: A-581, Pocket-A

New Delhi 110044 Sarita Vihar New Delhi 110076