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)

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

(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.

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