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, MH, IN

Your Directors have pleasure in presenting the 34^th Annual Report along with the Audited Accounts for the financial year ended March 31, 2025.

FINANCIAL RESULTS:

The summary of the Companys financial performance for F.Y. 2024-25 as compared to the previous financial year is given below:

(Figures in Lakhs)

Particulars	F.Y. 2024 2025	F.Y. 2023 2024
Revenue from Operation	-	-
Revenue from other Income	-	11.18
Total Revenue	-	11.18
Profit before Dep. & Int.	-	-
Depreciation	-	-
Interest	-	-
Profit Before Tax and after Depreciation & Interest	(12.60)	(4.06)
Less: Exceptional / Extra-Ordinary items	-	-
Profit Before Tax and Exceptional / Extra-Ordinary items	-	-
Less: Provision for Taxation
Less: Provision for Tax (deferred)	-	-
Less: Provision for Taxation for earlier year	-	-
Profit/ Loss after Tax	(12.60)	(4.06)
EPS	(0.23)	(0.07)

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.

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 other non-operating revenue of NIL during the year as compared to ‘11.18 lakhs in the previous year, which was primarily in the form of commission income. The Company incurred a total loss of 12.06 lacs as against a loss of ‘4.06 lakhs in the previous year, largely attributable to day-to-day 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:

The Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores Only) consisting of 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

As on March 31, 2025, the subscribed and fully paid-up capital of the Company is 5,42,84,140 (Rupees Five Crores Forty-Two Lakhs Eight Four Thousand One Hundred and Forty only) consisting of 54,28,414 (Fifty-Four Lakhs Twenty-Eight Lakhs Four Hundred and Fourteen) equity shares of Rs. 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 energy	The Company is committed to use alternate sources of
	energy wherever possible.
iii. Capital investment on energy conservation equipment	NIL
	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 improvement, cost	Not applicable
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.

Details of the Loans, Investments and Guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (Act), have been given under notes forming parts of the Accounts.

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 Boards Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Boards 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/

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.

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

Except as disclosed elsewhere in this report, there are no material changes and commitments affecting the financial position of the

Company which occurred between the end of F.Y. 2024-25 to which these financial statements relate and the date of this report.

However, Board of Directors at its meeting held on May 29, 2025 have approved the issue and allotment of preferential issue of shares and for execution of Share Purchase Agreement.

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

1. APPOINTMENT AND RESIGNATION:

There was no change in the management of the Company and there was no appointment or resignation on Board during the year under review.

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:

Mrs. Priyanka Rathod resigned from the position of Company Secretary cum Compliance Officer of the Company on 31.12.2024. Ms. Khushboo Gulati was appointed as Company Secretary and Compliance Officer of the Company with effect from January 30, 2025.

3. DIRECTOR RETIRE BY ROTATION:

Mrs. Neeta Jitesh Khokhani (DIN: 08272554), who holds the longest position on Board amongst the Directors eligible to retire by rotation and being eligible, offered herself for re-appointment at ensuing Annual General Meeting of the Company.

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 Companys 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 22.03.2025. 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 4 (four) times during the financial year ended March 31, 2025, 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 Board Meetings.

Also, the intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

? ATTENDANCE RECORD:

			Attendance of Directors
Dates on which the Meetings were held	Mr. Kamlesh Rameshchandra Khokhani	Ms. Sonalika Sushant Shrivastav	Mr. Jitesh Rameshchandra Khokhani	Mr. Dinesh Murlidhar Tiwari	Mrs. Neeta Jitesh Khokhani	Mr. Kalpesh Rameshchandra Khokhani
27/05/2024	Present	Present	Present	Present	Present	Present
12/08/2024	Present	Present	Present	Present	Present	Present
12/11/2024	Present	Present	Present	Present	Present	Present
30/01/2025	Present	Present	Present	Present	Present	Present

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 and Regulation 18 of the Listing Regulations PART C of Schedule II of the Listing Regulations. Viz:

1. Oversight of the listed entitys 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 directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; (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 to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders

(in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. 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.

22. 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 M. Tiwari	Non - Executive Independent Director	Chairman
Ms. Sonalika S. Shrivastav	Non - Executive Independent Director	Member
Mr. Kalpesh R. Khokhani	Non - Executive Director	Member

The gap between all Four (4) Audit Committee meetings held during the year did not exceed 120 days. The dates on which the said meetings were held are as follows: 27/05/2024, 12/08/2024, 12/11/2024 and 30/01/2025.

The necessary quorum was present for all the meetings.

? ATTENDANCE RECORD:

Dates on which		Attendance of Directors
the Meetings	Mr. Dinesh M.	Ms. Sonalika S.	Mr. Kalpesh R.
were held	Tiwari	Shrivastav	Khokhani
27/05/2024	Present	Present	Present
12/08/2024	Present	Present	Present
12/11/2024	Present	Present	Present
30/01/2025	Present	Present	Present

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 M. Tiwari	Non - Executive Independent Director	Chairman
Ms. Sonalika S. Shrivastav	Non - Executive Independent Director	Member
Mr. Kalpesh R. Khokhani	Non - Executive Director	Member

The meeting of Nomination and Remuneration Committee was held on: 27/05/2024 & 30/01/2025.

The necessary quorum was present for all the meetings.

? ATTENDANCE RECORD:

Dates on which		Attendance of Directors
the Meetings	Mr. Dinesh M.	Ms. Sonalika S.	Mr. Kalpesh R.
were held	Tiwari	Shrivastav	Khokhani
27/05/2024	Present	Present	Present
30/01/2025	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 Companys website and can be accessed via the link provided herein below: https://shamrockindustrial.wordpress.com/wp-content/uploads/2016/05/policy-on-remuneration-of-directors-kmp-senior-employees-_-shamrock.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

? PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the

Stakeholders Relationship Committee.

? TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholders 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 ensuing 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 STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee consists of following members:

Name of Members	Designation	Membership in
		Committee
Mr. Dinesh M. Tiwari	Non - Executive Independent Director	Chairman
Ms. Sonalika S. Shrivastav	Non - Executive Independent Director	Member
Mr. Kamlesh R. Khokhani	Non - Executive Director	Member

The meeting of Stakeholders Relationship Committee was held on: 27/05/2024 & 12/08/2024.

The necessary quorum was present for all the meetings.

? ATTENDANCE RECORD:

Dates on which		Attendance of Directors
the Meetings were	Mr. Dinesh M.	Ms. Sonalika S.	Mr. Kamlesh R.
held	Tiwari	Shrivastav	Khokhani
27/05/2024	Present	Present	Present
12/08/2024	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 Companys website and can be accessed via the link provided herein below: https://shamrockindustrial.wordpress.com/wp-content/uploads/2016/05/whistle-blower-policy-_-shamrock-indl1.pdf

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 Companys 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

Companys annual and strategic business planning, as well as periodic management reviews.

The risk management policy is available on Companys website and can be accessed via the link provided herein below: https://shamrockindustrial.wordpress.com/wp-content/uploads/2016/05/risk-management-policy-_-shamrock.pdf

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. Devpura Navlakha & Co., Chartered Accountants, Mumbai (FRN 121975W) has been appointed as a Statutory Auditors of the Company at 31st AGM to hold office till the conclusion of 36th AGM, without any ratification by members every year.

M/s. Devpura Navlakha & Co., Chartered Accountants, (FRN 121975W), Mumbai 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. Devpura Navlakha & Co. for F.Y. 2024-25 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. Devpura Navlakha & Co, in their report for the financial year ended March 31, 2025, 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, 2025:

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. Madhuri J. Bohra & Associates (Mem. No A54739 COP - 20329 Peer Review No: 4209/2023) Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2024-25.

Secretarial Audit Report issued by M/s. Madhuri J. Bohra & Associates, Practicing Company Secretaries in Form MR-3 for the Financial Year 2024-25 forms part to this report as an "Annexure III"., observations if any:

Sr. Observations	Managements Reply
No.
1. The Company has not appointed Internal	The Company is not carrying on major business. The
Auditor in terms of Section 138 of Indian	Company will appoint the Internal Auditors once the
Companies Act 2013 read with Rule 13 of	Company will start major business dealings. Currently the
Companies (Accounts) Rules, 2014.	Management is checking on the internal controls and risk of
	the company upon guidance of Statutory Auditors of the
	Company.
2. According to SEBI/Cir/ISD/3/2011 dated June	During the year total 3,09,200 equity shares were
17, 2011, the entire holdings of the Promoters are	dematerialised. All active promoters of the Company are
needed to be in demat form only. However the	making all their efforts to dematerialise their holdings at
promoters of the Company still have 4,59,340	earliest however the process of dematerialisation of shares is
shares of their total holding in physical form as	very much stringent, lengthy and involve lots of paper work
0n 31st March, 2025.	hence it is taking time.

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 Companys 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, 2025 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, 2025 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.

10. POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

During the Financial Year 2024 - 25, 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 2024 25.

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 ensuing 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:

The Statutory Books and Registers of the Company are maintained at the registered office of the Company.

13. LOANS FROM DIRECTORS OR DIRECTORS RELATIVES:

During the financial year under review, the Company did not borrow any funds from its Directors or their relatives.

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/-
Jitesh R. Khokhani	Kamlesh R. Khokhani
(Whole Time Director)	(Director)
DIN: 00611815	(DIN: 00322223)
Place: Mumbai
Date: 05th September, 2025
Registered Office
83 E, Hansraj Pragji Building,
Off: Dr. E. Moses Road, Worli, Mumbai	400018
Email id: shamrockfin@gmail.com cs@shamrockindia.com
Website: www.shamrockindustrial.wordpress.com
Tel: 022-40778879 Fax: 022-24983300