Shamrock Industrial Co Ltd Directors Report

To,

The Members,

Shamrock Industrial Company Limited

83-E, Hansraj Pragji Building, off. Dr. E Moses Road, Worli, Mumbai, Maharashtra, India, 400018

Your Directors have pleasure of presenting the 35 th Annual Report along with the Audited Financials and Auditors Report of your Company for the year ended March 31, 2026.

FINANCIAL STATEMENTS AND RESULTS:

The Companys performance during the year ended March 31, 2026, as compared to the previous financial year, is summarized below:

(Figures in lakhs)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	-	-
Other Income	2.58	-
Total Revenue	2.58	-
Profit before Depreciation and Interest	(108.65)	-
Depreciation	-	-
Interest	0.01
Profit/ (Loss) Before Tax and after	(108.66)	(12.60)
Depreciation & Interest
Profit/ (Loss) Before Tax and Exceptional /	(108.66)	-
Extra-Ordinary items
Less: Provision for Taxation	-	-
Less: Provision for Taxation for earlier year	-	-
Less: Provision for Taxation (deferred)	-	-
Profit / (Loss) after Tax	(108.66)	(12.60)
Earnings Per Share (EPS)	(2)	(0.23)

NATURE OF BUSINESS:

The principal business activity of the Company is manufacturing and trading of pharmaceutical products and services, as stated in its main objects. The Company has remained non-operational during the year under review; however, the management is actively evaluating opportunities and strategies to revive operations in line with its core business objectives.

During the year under review, the Company also added a new object to its Memorandum of Association pursuant to the approval of the shareholders through Postal Ballot, relating to investment in Virtual Digital Assets. It may, however, be noted that the Company has not undertaken any business activity or made any investment in Virtual Digital Assets during the year under review.

REVIEW OF PERFORMANCE AND HIGHLIGHTS:

During the year under review, the Company has not carried out any operational activities and hence the revenue from main operations was NIL for both the current and previous year. However, the Company generated revenue of 2.58 lakhs during the year as compared to Nil in the previous year, which was primarily in the form of commission income. The Company incurred a total loss of 108.66 lakhs as against a loss of 12.60 lakhs in the previous year, largely attributable to day-today and administrative expenses. The management remains optimistic about the future prospects and continues to take every possible effort towards revival and turning the Company into a profitable organization.

SHARE CAPITAL:

During the year under review, the authorized share capital of the company was increased pursuant to the approval of the members obtained via Postal Ballot by way of an Ordinary Resolution passed on June 28, 2025. The Authorised Share Capital of the Company was increased from 10,00,00,000/- (Rupees Ten Crores Only) to 40,00,00,000/- (Rupees Forty Crores Only).

Accordingly, the Authorised Share Capital of the Company as on March 31, 2026, stood at 40,00,00,000/- (Rupees Forty Crores Only) divided into 4,00,00,000 (Four Crores) Equity Shares of 10/- (Rupees Ten Only) each.

As on March 31, 2026, the subscribed and fully paid-up share capital of the Company stood at 5,42,84,140/- (Rupees Five Crores Forty-Two Lakhs Eighty-Four Thousand One Hundred and Forty Only), comprising 54,28,414 (Fifty-Four Lakhs Twenty-Eight Thousand Four Hundred and Fourteen) Equity Shares of 10/- (Rupees Ten Only) each.

DIVIDEND:

During the year the Company incurred losses; hence your directors have not recommended any dividend on Equity Shares for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund.

TRANSFER TO RESERVES:

In view of continuous losses no fund was transferred to General Reserve.

DEPOSITS:

The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ( " the Act " ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable .

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were placed before the board the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure I .

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

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. is furnished below:

Particulars	Steps taken
A- Conservation of energy
i. Steps taken or impact on energy conservation	Efforts are being made to conserve
	energy in the operations and activities of
	the Company.
ii. Steps taken for utilizing alternate sources of	The Company is committed to use
energy	alternate sources of energy wherever
	possible.
iii. Capital investment on energy conservation	NIL
equipment
B- Technology Absorption
i. Efforts made towards technology absorption	There is no scope of technology
	absorption in the operations of the
	Company
ii. The benefits derived like product	Not applicable
improvement, cost reduction, product
development and import substitution
iii. Details related to imported technology	Not applicable as the Company is not
	using imported technology
iv. Expenditure on Research & development	NIL
C-Foreign Exchange earnings and outgo
i. Actual earnings	NIL
ii. Actual outgo	NIL

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments made.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the period under review your company does not have any subsidiaries, associates and joint venture.

EXTRACT OF ANNUAL RETURN:

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a Company shall not be required to attach the extract of annual return with the Board s Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board s report in accordance with sub section (3) of section 92 of the Companies Act, 2013.

The Annual return is placed on the weblink of the Company viz., https://shamrockindustrial.wordpress.com/annual-return/

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,2013:

During the financial year under review, certain significant corporate events and changes took place in the Company.

The Company entered into a Share Purchase Agreement dated May 29, 2025, pursuant to which there was a change in the management and control of the Company consequent to the acquisition of shares under the applicable Open Offer process.

Consequent to the change in management and control, the erstwhile Directors of the Company resigned from the Board with effect from the close of business hours on October 16, 2025, and new Directors were appointed on the Board. The appointment of the new Directors was subsequently approved by the members of the Company at the General Meeting held on February 21, 2026.

During the year under review, the Company altered its Memorandum of Association, including an increase in its Authorised Share Capital and an alteration of the Object Clause, resulting in the addition of a main object relating to Virtual Digital Assets. It is noteworthy that the Company has not commenced or undertaken any business or activities in relation to the said object during the financial year under review.

Consequent to the alteration of the Object Clause, the Corporate Identification Number (CIN) of the Company was also changed. The Company obtained all requisite approvals in accordance with the applicable provisions of the Companies Act, 2013, in respect of the aforesaid alterations to its Memorandum of Association and increase in Authorised Share Capital.

The Board of Directors of the Company approved the preferential issue of shares on May 29, 2025, which was subsequently approved by the shareholders through a Postal Ballot. However, as the requisite approval from the Stock Exchange was not received, the Company did not proceed with the allotment of shares pursuant to the proposed preferential issue.

Except for the aforesaid events and such other matters as disclosed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year, i.e., March 31, 2026, and the date of this Report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

MATTERS RELATING TO THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

1. APPOINTMENT AND RESIGNATION:

During the year under review, following are the changes in the management of the Company.

Appointment and Resignation of Director

Name of Director	DIN	Designati on	Nature of Change	Effecti ve Date
1. Mr. Rattan	00340970	Managing	Appointment	February
Kapoor		Director		21, 2026.
2. Mr. Sandeep	05358749	Non-	Appointment	October
Sehgal		Executive		24, 2025
		Director
3. Mr. Bagepalli	00354759	Executive	Appointment	October
Vijayakumar		Director		24, 2025
Harish
4. Mr. Rahul	10937591	Whole-Time	Appointment	February
Manoj Rajani		Director		21, 2026.
5. Mr. Kamlesh	00322223	Non-	Resignation	October
Rameshchandra		Executive		16, 2025
Khokhani		Director
6. Mr. Jitesh	00611815	Whole-Time	Resignation	October
Rameshchandra		Director		16, 2025
Khokhani
7. Mr. Kalpesh	00322052	Non-	Resignation	October
Rameshchandra		Executive		16, 2025
Khokhani		Director
8. Mrs. Neeta	08272554	Non-	Resignation	October
Jitesh Khokhani		Executive		16, 2025
		Director

* During the financial year under review, Mr. Rattan Kapoor and Mr. Rahul Manoj Rajani were appointed as Additional Directors of the Company with effect from October 16, 2025. However, the date of appointment reflected in the MCA Master Data is February 21, 2026.

None of the Directors are disqualified under Section 164 of the Act. As required by law, this position is also reflected in the Auditors Report.

2. CHANGE(S) IN KEY MANAGERIAL PERSONNEL:

During the year under review, there were changes in the composition of the Key Managerial Personnel of the Company.

Name of KMP	Designation	Nature of Change	Effective Date
1. Mr.	Chief Executive	Appointment	October
Rattan	Officer		16, 2025
Kapoor
2. Mr.	Chief Financial	Resignation	October
Jitesh	Officer		16, 2025
Khokha
ni
3. Mr.	Chief Financial	Appointment	October
Rahul	Officer		16, 2025
Manoj
Rajani
4. Mr.	Chief Business	Appointment	October
Aryan	Officer		16, 2025
Chand
5. Ms.	Company	Appointment	January 30,
Khushb	Secretary		2025.
oo	and
Gulati	Compliance
	Officer

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Mr. Dinesh Murlidhar Tiwari (DIN: 09566988) and Mrs. Sonalika Sushant Shrivastav (DIN: 09209953) have affirmed that they continue to meet all the requirements specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the LODR Regulation, 2015 in respect of their position as an " Independent Director " of Shamrock Industrial Company Limited. They have also confirmed that in terms of Regulation 25(8) of Listing Regulations that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs ( IICA ) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. The Independent Directors have confirmed that they have complied with the Company s Code of Business Conduct & Ethics. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity. As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detail of the familiarization programmes for Independent Directors is disclosed on the website of the Company at https://shamrockindustrial.files.wordpress.com. The meeting of Independent Directors was scheduled on 29-05-2025 and 12-02-2026. All the Independent Directors were present in the meeting.

MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

1. NUMBER OF BOARD MEETINGS:

The Board of Directors met 9 times during the financial year ended March 31, 2026, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the meetings of the Board of Directors, except for the observations as detailed in the MR-3 Report issued by the Secretarial Auditor of the Company.

The gap between all Board meetings held during the year did not exceed 120 days. The dates on which the said meetings were held are as follows: 29-05-2025, 12-08-2025, 05-09-2025, 16-10-2025, 28-10-2025, 14-11-2025, 11-12-2025, 22-12-2025 and 12-02-2026

ATTENDANCE RECORD:

Attendance of Board Meetings held prior to the Change in Management

Dates on			Attendance of Directors
which the
Meetings were held	Mr. Kamlesh Ramesc handra Khokha ni	Ms. Sonalika Sushant Shrivasta v	Mr. Jitesh Rameshc handra Khokhan i	Mr. Dinesh Murlidh ar Tiwari	Mrs. Neeta Jitesh Khokhani	Mr. Kalpesh Rameshcha ndra Khokhani
29-05-2025	Present	Present	Present	Present	Present	Present
12-08-2025	Present	Present	Present	Present	Present	Present
05-09-2025	Present	Present	Present	Present	Present	Present
16-10-2025	Present	Present	Present	Present	Present	Present
Attendance of Committee Meetings held subsequent to the Change in Management
Dates on			Attendance of Directors
which the
Meetings were held	Mr. Rattan Kapoor	Mr. Bagepalli Vijayaku mar Harish	Mr. Rahul Manoj Rajani	Mr. Sandeep Sehgal	Ms. Sonalika Sushant Shrivastav	Mr. Dinesh Murlidhar Tiwari
16-10-2025	Present	Present	-	-	Present	Present
28-10-2025	Present	Present	Present	-	Present	Present
14-11-2025	Present	Present	Present	Present	Present	Present
11-12-2025	Present	Present	Present	Present	Present	Present
22-12-2025	Present	Present	Present	Present	Present	Present
12-02-2026	Present	Present	Present	Present	Present	Present

2. AUDIT COMMITTEE: PREAMBLE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 ( " the Act " ). The Composition of the Audit Committee is in conformity with the provisions of the said section.

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Committee are aligned with the terms of reference provided under Section 177 of the Companies Act, 2013 Viz:

1. Oversight of the listed entity s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: (a) matters required to be included in the director s responsibility statement to be included in the board s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; (b) changes, if any, in accounting policies and practices and reasons for the same; (c) major accounting entries involving estimates based on the exercise of judgment by management; (d) significant adjustments made in the financial statements arising out of audit findings; (e) compliance with listing and other legal requirements relating to financial statements; (f) disclosure of any related party transactions; (g) modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a [public issue or rights issue or preferential issue or qualified institutions placement], and making appropriate recommendations to the board 7. to take up steps in this matter;

8. Reviewing and monitoring the auditor s independence and performance, and effectiveness of audit process;

9. Approval or any subsequent modification of transactions of the listed entity with related parties; 10. Scrutiny of inter-corporate loans and investments; 11. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 12. Evaluation of internal financial controls and risk management systems; 13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 15. Discussion with internal auditors of any significant findings and follow up there on; 16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 19. To review the functioning of the whistle blower mechanism;

20. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; 21. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

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

23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;

3. Internal audit reports relating to internal control weaknesses; and

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. Statement of deviations: a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

COMPOSITION OF AUDIT COMMITTEE: Audit Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Dinesh Tiwari	Non - Executive	Chairman
	Independent Director
Ms. Sonalika	Non - Executive	Member
Shrivastav	Independent Director
Mr. Rattan	Executive Director	Member
Kapoor*

Kapoor*

*During the year under review, Mr. Kalpesh R. Khokhani, Non-Executive Director, resigned from the Board of the Company with effect from October 16, 2025, and Mr. Rattan Kapoor was appointed as Director of the Company with effect from October 16, 2025.

The gap between all 8 Audit Committee meetings held during the year did not exceed 120 days. The dates on which the said meetings were held are as follows: 29-05-2025, 12-08-2025, 05-09-2025, 16-10-2025, 28-10-2025, 14-11-2025, 11-12-2025 and 12-02-2026.

The necessary quorum was present for all the meetings.

ATTENDANCE RECORD:

Attendance of Committee Meetings held prior to the Change in Management

Dates on which	Attendance of Directors
the Meetings were held	Mr. Dinesh Tiwari	Ms. Sonalika Shrivastav	Mr.Kalpesh R. Khokhani
29-05-2025	Present	Present	Present
12-08-2025	Present	Present	Present
05-09-2025	Present	Present	Present
16-10-2025	Present	Present	Present

Attendance of Committee Meetings held subsequent to the Change in Management

Dates on which		Attendance of Directors
the Meetings
were held	Mr. Dinesh Tiwari	Ms. Sonalika Shrivastav	Mr. Rattan Kapoor
16-10-2025	Present	Present	Present
28-10-2025	Present	Present	Present
14-11-2025	Present	Present	Present
11-12-2025	Present	Present	Present
12-02-2026	Present	Present	Present

3. NOMINATION AND REMUNERATION COMMITTEE:

PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The role of the Nomination and Remuneration Committee includes the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

2. For every appointment of an Independent Director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of performance of Independent Directors and the

Board of Directors

4. Devising a policy on diversity of Board of Directors;

5. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors, their appointment and removal.

6. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

7. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Nomination and Remuneration Committee consists of following members:

Name of Members	Designation	Membership in Committee
Mr. Dinesh Tiwari	Non - Executive Independent	Chairman
	Director
Ms. Sonalika	Non - Executive Independent	Member
Shrivastav	Director
Mr. Sandeep	Non-Executive Director	Member
Sehgal*

*During the year under review, pursuant to the resignation of Mr. Kalpesh R. Khokhani, Non-Executive Director, with effect from October 16, 2025, and the appointment of Mr. Sandeep Sehgal as Director with effect from October 24, 2025.

The meeting of Nomination and Remuneration Committee was held on: 05-09-2025, 16-10-2025, 28-10-2025, and 12-02-2026.

The necessary quorum was present for all the meetings.

ATTENDANCE RECORD:

Attendance of Committee Meetings held prior to the Change in Management

Dates on		Attendance of Directors
which the Meetings were held	Mr. Dinesh Tiwari	Ms. Sonalika Shrivastav	Mr.Kalpesh R. Khokhani
05-09-2025	Present	Present	Present
16-10-2025	Present	Present	Present

Attendance of Committee Meetings held subsequent to the Change in Management

Dates on			Attendance of Directors
which the
Meetings were held		Mr. Dinesh Tiwari	Ms. Sonalika Shrivastav			Mr. Sandeep Sehgal
28-10-2025		Present	Present			Present
12-02-2026	Present			Present	Present

NOMINATION AND REMUNERATION POLICY:

The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel, and other employees.

The Remuneration Policy is available on Company s website and can be accessed via the link provided herein below:

4. STAKEHOLDERS RELATIONSHIP COMMITTEE:

PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder s Relationship Committee.

TERMS OF REFERENCE OF STAKEHOLDER S RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholder s Relationship Committee have been framed in accordance with the Act:

1. Resolving the grievances of the security-holders of the listed entity, including complaints related to transfer / transmission of Shares, non-receipt of Annual Report, non-receipt of declared Dividends, issue of new / Duplicate Certificates, General Meetings etc.

2. Review of measures taken for effective exercise of voting rights by Shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of Unclaimed Dividends and ensuring timely receipt of Dividend Warrants / Annual Reports / statutory notices by the Shareholders of the Company.

5. All other matters incidental or related to shares of the Company.

COMPOSITION OF STAKEHOLDER S RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee consists of following members:

Name of Members Mr. Dinesh Tiwari	Designation Non - Executive	Membership in Committee Chairman
	Independent Director
Ms. Sonalika	Non - Executive	Member
Shrivastav	Independent Director
Mr. Rattan	Executive Director	Member
Kapoor*

*During the year under review, Mr. Kalpesh R. Khokhani, Non-Executive Director, resigned from the Board of the Company with effect from October 16, 2025. Further, Mr. Rattan Kapoor was appointed as an Executive Director of the Company with effect from February 21, 2026.

The meeting of Stakeholders Relationship Committee was held on: 29-05-2025 and 12-02-2026.

The necessary quorum was present for all the meetings.

ATTENDANCE RECORD:

Attendance of Committee Meetings held prior to the Change in Management

Dates on which		Attendance of Directors
the Meetings were
held	Mr. Dinesh Tiwari	Ms. Sonalika Shrivastav	Mr.Kalpesh R. Khokhani
29-05-2025	Present	Present	Present

Attendance of Committee Meetings held subsequent to the Change in Management

Dates on which		Attendance of Directors
the Meetings were
held	Mr. Dinesh Tiwari	Ms. Sonalika Shrivastav	Mr. Rattan Kapoor
12-02-2026	Present	Present	Present

VIGIL MECHANISM / WHISTLE BLOWER:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors have adopted a " Whistle Blower Policy " to provide a framework for Directors and employees to report genuine concerns.

The Policy is designed to ensure adequate safeguards against victimization of individuals who raise concerns regarding potential violations of legal or regulatory requirements, misrepresentation of Financial Statements or other unethical conduct. Employees have the option to report their concerns directly to the Chairperson of the Board. The Company remains committed to maintaining the highest standards of ethical, moral and legal business conduct.

The Whistle Blower Policy is available on Company s website and can be accessed via the link provided herein below:

RISK MANAGEMENT POLICY:

The Board of Directors has formulated a Risk Management Policy and accompanying guidelines to identify, assess and mitigate risks that could adversely impact the Company s business operations. The Policy provides a structured and proactive approach to manage uncertainties and incorporate risk considerations into decision making processes across all business divisions and corporate functions. Key business risks and their mitigation strategies are integrated into the Company s annual and strategic business planning, as well as periodic management reviews.

The risk management policy is available on Company s website and can be accessed via the link provided herein below:

CORPORATE SOCIAL RESPONSIBILITY:

During the period under review the provisions of corporate social responsibility is not applicable on the company.

CORPORATE GOVERNANCE REPORT:

The corporate governance provisions specified under Regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( " Listing Regulations " ), are not applicable to the Company. Notwithstanding this, the Company remains committed to upholding the highest standards of corporate governance and continually endeavors to adopt and implement best governance practices in its operations and overall administration.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

In accordance with the provisions of the Companies Act, 2013, the Board has conducted the annual performance evaluation of the Board as a whole, its committees namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee as well as individual Directors, including the Chairperson of the Board.

The evaluation was carried out through a structured feedback mechanism, which involved a survey completed by each Director. The survey assessed various aspects of Board functioning, such as the composition and effectiveness of the Board and its Committees, domain expertise, competencies and governance practices. A separate evaluation exercise was undertaken to assess the performance of individual Directors, including the Chairperson, based on parameters such as attendance, active participation and contribution at Board and Committee Meetings.

A separate Meeting of the Independent Directors was held, where the performance of Non - Independent Directors, the Board as a whole, and the Chairperson was evaluated, taking into consideration the input of the Executive Director. The outcomes of these evaluations were subsequently discussed at the Board Meeting, including the performance of the Board, its committees, and individual Directors. The performance evaluation of Independent Directors was conducted by the entire Board, excluding the Director being evaluated.

AUDITORS AND RELATED MATTERS:

1. Statutory Auditor:

The Statutory auditors M/s. Motilal & Associates LLP, Chartered Accountants (FRN: 106584W/W100751), were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Devpura Navlakha & Co., Chartered Accountants, pursuant to the provisions of Section 139(8) of the Companies Act, 2013.

The appointment of M/s. Motilal & Associates LLP was approved by the members of the Company through Postal Ballot, and they shall hold office from the date of approval of the members until the conclusion of the ensuing Annual General Meeting of the Company.

M/s. Motilal & Associates LLP, Chartered Accountants (FRN: 106584W/W100751), have consented to the said appointment and confirmed that their appointment is in line with the requirements specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be continued as statutory auditors in terms of the provisions of the provision to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit report issued by the statutory auditors M/s. Motilal & Associates LLP. for F.Y. 2025-26 is forming part of the Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

2. Auditors Report:

The observations, qualifications or disclaimers, if any, made by M/s. Motilal & Associates LLP, in their report for the financial year ended March 31, 2026, read together with the explanatory notes forming part of the Financial Statements are self-explanatory and do not require any further comments or explanations from the Board under Section 134(3) of the Companies Act, 2013.

3. Reporting of Frauds by Statutory Auditors under Section 143 (12):

During the year under review, there were no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

4. Maintenance of Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain cost records as specified under the said Rules.

5. Secretarial Audit for the year ended March 31, 2026:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary M/s. Prajot Vaidya & Co. a peer-reviewed firm of Practicing Company Secretaries (ACS No 38969) had been appointed to issue Secretarial Audit Report for the Financial Year 2025-26.

Secretarial Audit Report issued by Mr. Prajot Vaidya, Practicing Company Secretaries in Form MR-3 for the Financial Year 2025-26 forms part to this report as an " Annexure III " . The qualification are mentioned report which are self-explanatory in nature.

Observations	Management \u2019 s Reply
1. Acknowledgements in connection with	The Board of Directors takes note of
dispatch of Board meeting and Committee meeting notices, circulation of draft and signed minutes of Board meetings and Committee meetings for various occasions were not produced before me.	the observation. The notices relating to the meetings of the Board of Directors and various Committees, along with the draft and signed minutes of the Board and Committee meetings held on various occasions prior to the change in management, were not available in the records handed over to the present management and, accordingly, could not be produced before the Secretarial Auditor for verification.
	The present management is making reasonable efforts to trace and obtain the relevant records, wherever available. Since the aforesaid records pertain to the period prior to the change in management and were not available with the present

	management, the Board is presently unable to provide further comments in this regard.
2. The Company has not appointed an Internal Auditor as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.	Pursuant to the Open Offer and the consequent change in management of the Company, the Company is currently in the process of stabilising its operations and has not yet
	commenced substantial business activities. In view of the limited operational activities of the Company, the new management is presently assessing the operational and compliance requirements of the Company. The Company is aware of the applicable requirements and will take appropriate steps to strengthen its internal audit mechanism as part of its ongoing compliance strengthening and business revival efforts.
3. The Company has not provided me access to its Structured Digital Database (SDD) software/records for verification. Consequently, I am unable to verify the maintenance and compliance of the SDD in accordance with the applicable provisions and, therefore, I am unable to comment on the same.	The Company had undergone an open offer and consequent change in management during the period under review. Upon review, it was noted that the existing software was available with limited functionalities. Further, there are presently no ongoing operations in the Company and the
	new management is undertaking steps towards the revival of the Company. In this regard, the new management is currently in the process of operational handover and is exploring the implementation of a new Structured Digital Database ( \u201c SDD \u201d ) software/system, subject to the limited funds presently available with the Company.
4. During the audit period the Company has passed resolution through postal ballot, only by means of electronic voting dated June 28, 2025, the brief report on the e- voting including the resolutions proposed, the results of the voting thereon and the summary of the scrutinizers report is not recorded in the minutes book and signed by the Chairman owing to the change in management.	Pursuant to the Open Offer and the consequent change in management of the Company, certain records were misplaced during the transition of management and, therefore, could not be made available for verification during the course of the
	Secretarial Audit. The new management is taking necessary steps to ensure proper maintenance, preservation and custody of the Companys statutory and secretarial records going forward.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as " Annexure - IV " .

OTHER DICLOSURES:

1. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company s operations in future.

2. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2026 the Board of Directors hereby confirms that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) such accounting policies have been selected and applied consistently and the Directors 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 March 31, 2026 and of the profit and loss of the Company for that year;

c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

3. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

5. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

6. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances where the Company failed to exercise voting rights in respect of shares acquired directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013, read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

7. DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During year under review, no application was filed under the Insolvency and Bankruptcy Code, 2016 (IBC) by any financial creditor, operational creditor or by the Company itself before the National Company Law Tribunal (NCLT) for initiation of the Corporate Insolvency Resolution Process.

8. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE SETTLEMENT WITH BANK:

During the year under review, the Company did not enter into any one-time settlement arrangement with any Bank or Financial Institution.

9. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) in respect of Meetings of the Board of Directors and General Meetings except as provided in the MR-3 Report provided by the Secretarial auditor of the company.

10.POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

During the Financial Year 2025 - 26, the Board adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. In compliance with the said Act, the Company has duly constituted an Internal Complaints Committee (ICC) to address any complaints related to sexual harassment.

The Committee confirmed that the Company has maintained a zero-tolerance stance towards sexual harassment and no complaints were received during the Financial Year 2025 26.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed of during the year	NIL
Number of cases pending for more than ninety days	NIL

The Company has complied with all applicable provisions relating to the constitution and functioning of the Internal Complaints Committee under the said Act.

11.POLICY OF MATERNITY BENEFIT ACT, 1961

As part of our ongoing commitment to fostering an inclusive and supportive work environment, the Board has approved the formal adoption of a comprehensive maternity policy. This policy outlines clear provisions for maternity leave, benefits, and workplace support for expecting and new mothers. It aligns with statutory requirements and incorporates best practices to promote employee well-being and retention. The policy reflects our dedication to supporting work-life balance and ensuring equal opportunities for all employees, and it will be implemented across the organization.

Accordingly, during the period under review, your company was in compliance with the same.

12.MAINTENANCE OF STATUTORY BOOKS AND REGISTERS:

Pursuant to the special resolution passed by the Members at the 9th Annual General Meeting held on August 2, 2018, the Company has resolved to maintain the Register of Members and Index of Members at the premises of M/s. Bigshare Services Private Limited, located at 1st Floor, Bharat Tin Work Building, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (E), Mumbai 400059.

13.LOANS FROM DIRECTORS OR DIRECTOR S RELATIVES

During the financial year under review, the Company borrowed funds from its director(s) / relatives of Director(s). The details of such borrowings are as follows:

Name of Director /Relative	Relationship with Company	Amount Borrowed ( )	Date of Borrowing
1 Rattan Kapoor	Director	2193420.25	26-11-2025
2 Bagepalli Vijayakumar	Director	24,93,420.25	26-11-2025
Harish
3 Rattan Kapoor	Director	5,00,000	12-12-2025
4 Rattan Kapoor	Director	6,00,000	29-04-2026
5 Bagepalli Vijayakumar	Director	6,00,000	29-04-2026
Harish

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as " Annexure- II "

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

For and on behalf of
SHAMROCK INDUSTRIAL COMPANY LIMITED
Sd/-	Sd/-
Rahul Manoj Rajani	Bagepalli Vijayakumar Harish
Whole-Time Director	Executive Director
DIN: 10937591	DIN: 00354759
Date:	Date: