Shiv Om Invesment & Consultancy Ltd Directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

For the Financial Year Ended 31st March, 2025 To

The Members,

Shivom Investment & Consultancy Limited

("the Company”)

Your Directors have pleasure in presenting the Directors’ Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2025.

1. BACKGROUND AND CORPORATE OVERVIEW

The Company is a listed public company incorporated under the provisions of the Companies Act, 1956 (now Companies Act, 2013) and is listed on BSE Limited.

During the year under review, the Company underwent a Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (“IBC”).

The Hon’ble National Company Law Tribunal, Mumbai Bench-IV, vide its order dated 18 August 2025, approved the Resolution Plan submitted by Mr. Prashantbhai Ghanshyambhai Ukani, the Successful Resolution Applicant (SRA), under Section 31 of the IBC, which became effective from the date of the said order

Pursuant to the approval of the Resolution Plan:

• The Company stands acquired and revived under new management;

• The existing share capital stood cancelled and restructured as per the

Resolution Plan;

• The SRA and/or its nominees became the Promoters of the Company;

• All claims not forming part of the Resolution Plan stand extinguished, in accordance with settled judicial principles.

2. FINANCIAL PERFORMANCE

The financial performance of the Company for the year under review is summarised below:

(Amount in Lakh)

Particulars	FY 2024-25	FY 2023-24
Total Income	387.02	16.55
Total Expenditure	16.84	65.17
Profit / (Loss) before Tax	370.18	(48.62)
Profit / (Loss) after Tax	370.18	(48.62)

The financial results reflect the impact of CIRP, restructuring under the Resolution Plan and limited operational activity during the year.

3. RESOLUTION PLAN - KEY HIGHLIGHTS

The Resolution Plan approved by the Hon’ble NCLT, inter alia, provides for:

• Payment of CIRP costs in full;

• Settlement of claims of unsecured financial creditors and operational creditors in accordance with the Plan;

• Cancellation and reduction of existing equity share capital;

• Issuance of fresh equity shares to the Resolution Applicant and other stakeholders;

• Change in management and control of the Company;

• Clean slate treatment in line with the judgment of the Hon’ble Supreme Court.

The Resolution Plan is binding on the Company, its shareholders, creditors, employees, statutory authorities and all other stakeholders

4. CHANGE IN SHARE CAPITAL AND SHAREHOLDING Change in Capital Structure pursuant to Resolution Plan

Subsequent to the close of the financial year and pursuant to the approval of the Resolution Plan by the Hon’ble National Company Law Tribunal, the entire existing equity share capital of the Company stood cancelled and extinguished in accordance with the terms of the Resolution Plan.

Further, as part of the implementation of the Resolution Plan, the Company has issued and allotted fresh equity shares aggregating to 6,43,99,003 (Six Crore Forty-Three Lakh Ninety-Nine Thousand and Three) equity shares of f10/- each, fully paid-up, to the eligible stakeholders as provided under the Resolution Plan.

Additionally, the Company has also issued and allotted 1,750 (One Thousand Seven Hundred Fifty) Compulsorily Convertible Debentures (CCDs) of face value f1,00,000/-

each, in accordance with the terms and conditions set out in the approved Resolution Plan.

The aforesaid issuance and allotment of equity shares and Compulsorily Convertible Debentures have resulted in a complete restructuring of the capital base of the Company and are deemed to have been approved under the applicable provisions of the Companies Act, 2013, SEBI Regulations and other applicable laws, pursuant to the approval of the Resolution Plan.

5. CHANGE IN MANAGEMENT AND DIRECTORS

Consequent to the approval of the Resolution Plan:

• The earlier Board of Directors ceased;

• New Directors were appointed as per the Resolution Plan and applicable provisions of law;

• The Company is now managed by the reconstituted Board under the new Promoter group.

The details of Directors are under.

Sr. No. Name of the Directors	Designation	Date of appointment
01 PRASHANT GHANSHYAMBHAI UKANI	Additional Director	28/08/2025
02 PRASHANT GHANSHYAMBHAI UKANI	CFO	15/09/2025
03 KULDEEP BHARATBHAI KHACHAR	Additional Director	30/08/2025
04 KEVIN CHHAGANBHAI AGHARA	Additional Director	08/09/2025
05 MANISH MAHENDRABHAI	Additional Director	08/09/2025
06 PURVI RAMKUMAR UKANI	Additional Director	08/09/2025
07 RAVI DHIRAJLAL VAGADIYA	Managing Director	08/09/2025

During the year, the Board of Directors appointed certain individuals as Additional Directors in accordance with the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

The said Additional Directors have furnished the requisite declarations and confirmations and are eligible for appointment as Directors under the provisions of the Companies Act, 2013. None of them is disqualified from being appointed as a Director under Section 164 of the Companies Act, 2013.

Based on the recommendations of the Board, and in view of their experience and contribution to the Company, the Board has recommended their regularisation as Directors of the Company, subject to the approval of the Members at the ensuing Annual General Meeting.

6. STATE OF COMPANY’S AFFAIRS

Post acquisition, the Company is in the process of:

• Implementing the Resolution Plan;

• Stabilising operations;

• Exploring new business opportunities aligned with the objects of the Company;

• Strengthening compliance, governance and internal control frameworks.

The Board is confident that the Company will progressively move towards sustainable operations and value creation. 27

7. New Management and Strategic Direction

Pursuant to the approval of the Resolution Plan by the Hon’ble National Company Law Tribunal, the Company is now under the control of the new management led by the Successful Resolution Applicant. The new management brings with it diversified experience and a long-term vision focused on revival, value creation and sustainable growth of the Company.

As part of its strategic realignment, the new management is in the process of changing the name of the Company from Shivom Investment & Consultancy Limited to Prarambh Industries Limited, subject to receipt of necessary statutory, regulatory and shareholder approvals. The proposed name reflects the new beginning and revised business focus of the Company post resolution.

Further, the new management is also in the process of altering the Main Objects Clause of the Memorandum of Association to shift the principal business activity of the Company from Non-Banking Financial Company (NBFC) related activities to the manufacturing, processing and dealing in various kinds of metals, including ferrous and non-ferrous metals, and allied activities.

The Board believes that the proposed change in name and object clause will more accurately reflect the future business operations of the Company and will enable it to explore growth opportunities in the manufacturing and industrial sector. Necessary applications, approvals and compliances under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable laws are being undertaken in this regard.

8. DIVIDEND

In view of accumulated losses, CIRP proceedings and restructuring under the Resolution Plan, no dividend has been recommended for the financial year ended 31 March 2025.

9. TRANSFER TO RESERVES

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

10. MATERIAL CHANGES AND COMMITMENTS

Other than matters relating to CIRP and implementation of the Resolution Plan approved by the Hon’ble NCLT, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

11. DEPOSITS

The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments, if any, are disclosed in the Notes to the Financial Statements in accordance with Section 186 of the Companies Act, 2013.

13. RELATED PARTY TRANSACTIONS

All related party transactions entered during the year were:

• In the ordinary course of business;

• On an arm’s length basis; and

• In compliance with Section 188 of the Companies Act, 2013 and SEBI (LODR) Regulations.

Details are provided in the Notes to the Financial Statements.

14. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance. A separate Report on Corporate Governance, along with a certificate from the Practising Company Secretary, forms part of this Annual Report, as required under SEBI (LODR) Regulations, 2015.

15. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

The Management Discussion and Analysis Report, as required under Regulation 34 of SEBI (LODR) Regulations, 2015, is presented as a separate section forming part of this Annual Report.

16. Board Meetings, Committee Meetings and General Meetings

During the financial year under review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

Upon commencement of CIRP, the management and affairs of the Company were vested in the Interim Resolution Professional / Resolution Professional, and the powers of the Board of Directors stood suspended as per Section 17 of the Insolvency and Bankruptcy Code, 2016.

Accordingly, during the period under CIRP:

• Meetings of the Board of Directors were not convened;

• Meetings of the Board Committees were not held; and

• General Meetings of the Members were not convened, except as may have been permitted or directed under the IBC framework.

Post approval of the Resolution Plan by the Hon’ble National Company Law Tribunal, the Board of Directors has been reconstituted, and the Company shall henceforth comply with all applicable provisions relating to meetings under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director who are part of reconstituted Board, confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and Regulation 17 of the Listing Regulations.

All the Independent Directors of the Company have enrolled their names in the database of Independent Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of the regulatory requirements. Also, the online proficiency self-assessment test as mandated have been undertaken by those Independent Directors of the Company who are not exempted within the prescribed timelines.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors as an Independent Director of the Company and the Board is satisfied with the integrity, expertise, and experience including proficiency, in terms of Section 150 of the Act and the Rules made thereunder.

18. CONSTITUTION OF COMMITTEE

Pursuant to the completion of the Corporate Insolvency Resolution Process (CIRP) and reconstitution of the Board under the new management, the Board of Directors has constituted the following Committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Stakeholders Relationship Committee

Sr. No. Name of the Member	Designation
1 MANISH MAHENDRABHAI RAVAL	chairperson
2 KEVIN CHHAGANBHAI AGHARA	Member
3 KULDEEP BHARATBHAI KHACHAR	Member

2. Nomination and Remuneration Committee

Sr. No. Name of the Members	Designation
1 MANISH MAHENDRABHAI RAVAL	chairperson
2 PURVI RAMKUMAR UKANI	Member
3 KEVIN CHHAGANBHAI AGHARA	Member

3. Audit Committee

Sr. No. Name of the Members	Designation
1 PURVI RAMKUMAR UKANI	chairperson
2 MANISH MAHENDRABHAI RAVAL	Member
3 PRASHANT GHANSHYAMBHAI UKANI	Member

4. Independent Directors Committee

Sr. No. Name of the Members	Designation
1 KEVIN CHHAGANBHAI AGHARA	Chairperson
2 PURVI RAMKUMAR UKANI	Member
3 MANISH MAHENDRABHAI RAVAL	Member

19. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls commensurate with the size and nature of its business.

Post-resolution, internal control systems are being reviewed and strengthened to align with the revived operations of the Company.

20. RISK MANAGEMENT

The Board has identified and assessed key risks, particularly those arising during post-CIRP revival, and has put in place mitigation measures to address such risks.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy in accordance with the Companies Act, 2013 and SEBI (LODR) Regulations.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) the annual accounts have been prepared in accordance with applicable accounting standards;

b) accounting policies have been selected and applied consistently;

c) sufficient care has been taken for maintenance of adequate accounting records;

d) the annual accounts have been prepared on a going concern basis pursuant to approval of the Resolution Plan;

e) proper internal financial controls have been laid down; and

f) proper systems have been devised to ensure compliance with applicable laws.

23. Auditors and Auditors’ Report

1. Internal Auditors

During the Period under review No Internal Auditor was appointed by the Resolution Professional for the financial year 2023-24 and 2024-25 as the Company was undergoing Corporate Insolvency Resolution Process (CIRP) during the said period and the management of the affairs of the Company was vested with the Resolution Professional in terms of the Insolvency and Bankruptcy Code, 2016.

2. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. S PARTH & CO, Chartered Accountants, (Firm Registration No. 154463W), were appointed as the Statutory Auditors of the Company to conduct Statutory Audit for the year ended 31^st March 2025.

The Company has received confirmation from the Statutory Auditors to the effect that they are eligible for continuation of their appointment and are not disqualified from acting as Statutory Auditors under the provisions of the Companies Act, 2013.

3. Auditors’ Report

The Statutory Auditors’ Report for the financial year ended 31st March, 2025 is annexed to the Financial Statements forming part of this Annual Report. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer and is unmodified.

The Notes to the Financial Statements are self-explanatory and do not call for any further comments or explanations from the Board.

24. STATUTORY AUDITORS

M/s. S PARTH & CO., Chartered Accountants, Statutory Auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their appointment as Statutory Auditors of the Company to conduct the statutory audit for the financial year ending 31^st March, 2026..

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Secretarial Audit of the Company for the financial year ended 31^st March, 2025 was conducted by M/s. Mehul Raval & Associates, Practicing Company Secretaries. The Secretarial Audit Report issued by them is annexed herewith as Annexure - to this Report.

26. REPORTING OF FRAUDS BY THE AUDITORS:

During the Financial Year under review, the Statutory Auditors have not reported to the Audit Committee and the Board under Section 143 of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boards Report.

27. ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, the Annual Return as on March 31,2024 in Form MGT-7 is available on the website of the Company and can be accessed at www.shivominvestmentconsultancvltd.in.

28. SECRETARIAL STANDARDS

Management of Company was entrusted and vested with Resolution Professional till approval of Resolution Plan and with Monitoring Committee from date of approval of Resolution Plan till re-constitution of Board. After reconstitution of Board of Director, Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

29. PARTICULARS OF EMPLOYEE

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report as Annexure-C.

30. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

During the financial year under review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016. During this period, the management and control of the affairs of the Company were vested with the Resolution Professional, and the Company did not carry out any significant operational activities.

Accordingly:

A) Conservation of Energy:

No specific initiatives were undertaken during the year, as the Company had no active manufacturing or operational activities during the CIRP period.

B) Technology Absorption:

There was no technology absorption or upgradation during the year under review, owing to the Company being under CIRP and having limited operations.

C) Foreign Exchange Earnings and Outgo:

The Company did not have any foreign exchange earnings or outgo during the financial year under review.

31. CODE OF CONDUCT

The Company has formulated and laid down a Code of Conduct for the Board of Directors and Senior Management of the Company which is available at the Companys website on All the Board Members and Senior Management Personnel have affirmed compliance with the Code.

The necessary declaration by the Managing Director as required under Regulation 34(3) read with Schedule V(D) of the Listing Regulations, regarding adherence to the Code of Conduct has not attached to the this Annual Report as during the year Company is under the Insolvency procedure and the power of the Board of Directors were suppressed and vest with Resolution Professional.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to women employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women employees feel secure. All women employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received on sexual harassment.

No complaint was pending at the beginning of the year and none was received during the year.

33. Maternity Benefit

During the financial year under review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016, and the management and control of the affairs of the Company were vested with the Resolution Professional.

During the CIRP period, the Company did not have any employees on its rolls. Accordingly, the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, were not applicable to the Company for the year under review.

No maternity benefits were required to be extended during the financial year. Post completion of CIRP and reconstitution of the Board, the Company shall ensure compliance with the applicable provisions of the Maternity Benefit Act, 1961, as and when the Company employs personnel.

34. GENERAL DISCLOSURE

• During the financial year under review, the Company has not taken any loans or borrowings from banks, financial institutions, government or any other lender. Accordingly, no charge has been created, modified or satisfied on the assets of the Company during the year.

• According to the information and explanations given to the management, no proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988, and the rules made thereunder.

• The Company has not entered into any transactions with companies that have been struck off under Section 248 of the Companies Act, 2013, or under Section 560 of the Companies Act, 1956, during the financial year. Accordingly, no amounts are outstanding in respect of such transactions.

35. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the Hon’ble National Company Law Tribunal, the Resolution Professional, the Committee of Creditors, the Successful Resolution Applicant, and all other stakeholders for their valuable support, guidance and cooperation during the Corporate Insolvency Resolution Process and the subsequent revival of the Company.

The Directors also acknowledge the continued support extended by regulatory and statutory authorities, stock exchanges, depositories, bankers, auditors, and advisors in ensuring smooth transition and compliance during this critical phase.

The Board looks forward to the continued support and cooperation of the Members and all stakeholders as the Company progresses towards operational stability and sustainable growth under the new management.