Shiv Om Invesment & Consultancy Ltd Management Discussions

1. Preamble: Structural Change in Management and Business Objectives

Shareholders are requested to note that the Financial Year 2025-26, spanning April 1, 2025, to March 31, 2026, marked a definitive and historic transitionary phase for Shivom Investment & Consultancy Limited ("the Company"]. For the first part of the year under review, the Company was undergoing the Corporate Insolvency Resolution Process ("CIRP"] under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"). During this period, the powers of the erstwhile Board of Directors stood suspended, and the operations and assets were managed exclusively under the custody of the Resolution Professional.

Following the initiation of the Corporate Insolvency Resolution Process (CIRP] under the Insolvency and Bankruptcy Code, 2016 (IBC] in February 2024, During the Mid of the year under review, the National Company Law Tribunal (NCLT), Mumbai Bench, approved the Resolution Plan.

Subsequent to the period of insolvency, the Honble National Company Law Tribunal ("NCLT"], vide its landmark order dated August 18, 2025, was pleased to approve the Resolution Plan submitted by the Resolution Applicant / New Management. The New Management assumed full operational, legal, and administrative control over the Company on the order date, bringing an end to the CIRP.

Pursuant to the absolute clean-slate principles and mandates enshrined in the approved Resolution Plan, the principal business objects of the Company have completely transitioned from its legacy roots as an inactive Non-Banking Financial Company (NBFC] to the manufacturing of metals and metals based products. Given that the new management took over mid-year, the post-revival period was dedicated entirely too statutory clean-ups, asset mapping, and preliminary mobilization.

Consequently, this Managements Discussion and Analysis Report ("MDAR"] is prepared and presented by the New Management based on legacy books, residue information handed over by the erstwhile ecosystem, and data accessible post-takeover. It reflects a transitionary, non-operational framework and must be read in conjunction with the explicit data-disclaimers outlined in the Directors Report.

• Legacy Sector (NBFC): The legacy financial services domain of the company was distressed, heavily debt-ridden, and entirely non-viable. In accordance with the NCLT-approved restructuring blueprint, this business line has been permanently discontinued.

• New Target Sector (Metal Manufacturing): The Indian metal manufacturing and steel processing industry serves as a core backbone of national infrastructure. Backed by capital expenditure pushes from the government, rapid urbanization, and industrial corridors, the demand for primary and fabricated metal products remains structurally resilient. By shifting its core objects to metal manufacturing, the Company has moved away from bad financial assets into a tangible, long-term, demand-driven industrial sector.

3. Operational Review

The Company had zero commercial or manufacturing operations during the financial year ended March 31, 2026.

• Pre-Revival Phase (April 1, 2025 - August 17, 2025): Operations were entirely suspended under the custody of the Resolution Professional, focusing solely on asset preservation and creditor claim freezing.

• Post-Revival Phase (August 18, 2025 - March 31, 2026): Following the takeover, the New Management prioritized administrative stabilization and cleaning up historic non-compliances with the Registrar of Companies (ROC). The remaining months of the fiscal year were utilized strictly for baseline feasibility studies, evaluating potential project blueprints, and exploring options for site selection/land identification for the proposed manufacturing unit. The company has not yet set up, built, or acquired any manufacturing plant or physical infrastructure, and no commercial production lines were active during this period.

4. Financial Review

The financial statements for FY 2025-26 represent two distinct phases:

1. The structural costs, CIRP maintenance expenditures, and financial adjustments/write-offs resulting from the implementation of the NCLT-approved Resolution Plan.

2. Initial administrative and incorporation costs incurred by the New Management postacquisition.

As there was no production during the year, these financial parameters are non-operational and do

not reflect the future earning matrix or operational capability of the reorganized company

5. Risks and Opportunities

Risks & Concerns:

• Operational Setup Delay: As a new entrant into the manufacturing/industry space, any delays in procuring land, machinery, or industrial power allocations could delay commercial production.

• Regulatory Clearances: Transitioning to a manufacturing setup requires fresh environmental clearances, factory licenses, and industrial certifications. Timelines for these clearances present an execution risk.

• Legacy Blindspots: While the NCLT order provides a "clean-slate" immunity against historical corporate liabilities, dealing with unmapped or unhanded-over legacy records presents minor administrative friction.

Opportunities:

• Clean Balance Sheet: Following the implementation of the NCLT-approved debt restructurings and write-offs, the company boasts a clean, debt-free capital structure.

• No Legacy Inefficiencies: Because the company has no older plants or outdated machinery to maintain, the new management has the unique opportunity to build a modern, high-efficiency, digitally integrated manufacturing facility from day one.

6. Segment-Wise or Product-wise Performance

The Company did not engage in any active commercial or manufacturing operations during FY

2025-26. Consequently, there are no reportable business segments, geographical segments, or

product-wise performance figures to disclose under this section.

7. Internal Control Systems and Their Adequacy

During the CIRP period, internal controls were limited to basic asset-custody measures managed by the Resolution Professional.

Upon assuming management control on August 18, 2025, the New Management initiated a complete overhaul of the internal financial control ecosystem. Because the companys operating nature has transformed from financial services (NBFC] to physical manufacturing, a brand-new Internal Financial Control (IFC) framework tailored for material procurement, asset capitalization, and inventory management is currently being drafted and deployed to ensure strict statutory compliance under Section 134(5] (e] of the Companies Act, 2013.

8. Human Resources and Industrial Relations

The company did not maintain an active industrial workforce during the period under review.

Post-revival, the management began on boarding a core administrative and project planning team. As plant blueprints progress toward active setups, systematic recruitment drives will be initiated to hire specialized engineers, technicians, and plant operators. Industrial relations during the transition remained entirely peaceful.

9. Outlook

The upcoming financial year holds strong operational promise. Having successfully navigated the complex insolvency phase and cleared historical compliance backlogs, the core focus for FY 2026-27 is the physical establishment of the metal products manufacturing setup.

The Board of Directors and the New Management are deeply committed to systematically deploying capital, building production capabilities, and generating sustainable long-term value for all stakeholders.