డైరెక్టర్ల నివేదిక Shamrock Industrial Company Ltd.

Mar 31, 2025

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 Company’s financial performance for F.Y. 2024-25 as compared to the previous financial year is given below:

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)	(406)
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)	(406)
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 reduction, product development and import substitution	Not applicable
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 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/

> 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 i6(i)(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 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 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 auditor''s 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 to take up steps in this matter;

7. Reviewing and monitoring the auditor’s 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 the Meetings were held	Attendance of Directors
	Mr. Dinesh M. Tiwari	Ms. Sonalika S. Shrivastav	Mr. Kalpesh R. 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 Company’s 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

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 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 STAKEHOLDER’S 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 the Meetings were held	Attendance of Directors
	Mr. Dinesh M. Tiwari	Ms. Sonalika S. Shrivastav	Mr. Kamlesh R. 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 Company’s 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 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:
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. No.	Observations	Management’s Reply
1.	The Company has not appointed Internal Auditor in terms of Section 138 of Indian Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014.	The Company is not carrying on major business. The Company will appoint the Internal Auditors once the Company will start major business dealings. Currently the 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 17, 2011, the entire holdings of the Promoters are needed to be in demat form only. However the promoters of the Company still have 4,59,340 shares of their total holding in physical form as 0n 31st March, 2025.	During the year total 3,09,200 equity shares were dematerialised. All active promoters of the Company are making all their efforts to dematerialise their holdings at earliest however the process of dematerialisation of shares is very much stringent, lengthy and involve lots of paper work 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 DTCLOSURES:

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, 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 DIRECTOR’S 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: 05^th September, 2025

Registered Office

83 - E, Hansraj Pragji Building,

Off: Dr. E. Moses Road, Worli, Mumbai - 400018
Email id: [email protected] | [email protected]
Website: www.shamrockindustrial.wordpress.com
Tel: [phone] | Fax: [phone]

---

Mar 31, 2024

Your Directors have pleasure in presenting the 33^rd Annual Report along with the Audited Accounts for the financial year ended
March 31, 2024.

FINANCIAL RESULTS:

Summary of the Company’s financial performance for F.Y. 2023-24 as compared to the previous financial year is given below:

Particulars	F.Y. 2023 - 2024	F.Y. 2022 - 2023
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	(4.06)	(12.78)
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	-	(0.07)
Profit/ Loss after Tax	(4.06)	(12.85)
EPS	(0.07)	(0.24)

HIGHLIGHTS:

Your Company’s main activity is cornered in to dealing and manufacturing of pharmaceutical products and services. Since more
than 10 years, your Company has not been carrying any business activity. The Company has not done any business during the
year and previous year; hence the revenue from the main operation was NIL for both the years. However during the year
company has revenue generation of ‘11.18 lacs as company to NIL in previous year. The other revenue is the commission income
earned by the Company for reference. The Company has incurred total loss of ‘4.06 lacs (comprising of day-to-
day/administrative expenses) as compared to loss of Rs.12.85 lacs in previous year. The management of the Company is
optimistic regarding performance of the Company in future and is taking every step and making every possible effort to turn the
Company in to a profitable organization.

DIVIDEND:

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

AMOUNTS TO BE TRANSFERRED TO RESERVES:

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

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.
DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposits) Rules, 2014.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

Pursuant to Section 152(6) of the Companies Act, 2013 Mr. Kamlesh Rameshchandra Khokhani (DIN: 00322223), retires by
rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has
recommended his re-appointment.

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

Mr. Jitesh Rameshchandra Khokhani is the Chief Financial Officer of the Company and Mrs. Priyanka Rathod is the Company
Secretary cum Compliance Officer of the Company.

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

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of
Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by
management, your Directors’ state that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024 the applicable accounting
standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made
so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2024 and of the
profit of the Company for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size of the Company and that such
financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and
operating effectively.

DECLARATION OF INDEPENDENCE BY 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 23rd March, 2024.
All the Independent Directors were present in the meeting.

POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is
appended as Annexure I to this Report.

EVALUATION OF BOARD OF DIRECTORS:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review
the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013
states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the
director being evaluated.

Annual performance evaluation of the Board of Directors, its committees and all the Directors individually were done in
accordance with the performance evaluation framework adopted by the Company and a structured questionnaire was prepared
after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees,
culture, execution and performance of specific duties, obligations and governance. The performance evaluation framework sets
out the performance parameters as well as the process of the performance evaluation. Pursuant to the provisions of the
Companies Act, 2013, a separate Meeting of Independent Directors was held during the year to review (i) performance of the

Non-Independent Directors and the Board of Directors as a whole (ii) performance of the Board Committees (iii) performance
of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors (iv)
assess the quality, quantity and timeliness of flow of information between the Management and the Board of Directors that is
necessary for the Board of Directors to effectively and reasonably perform its duties. The Board of Directors expressed
satisfaction with the evaluation process.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND
THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings,
strategies perspective or inputs regarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation process.

Details of program for familiarization of Independent Directors of the company are accessible on yours company website at
https:/ / shamrockindustrial.files.wordpress.com.

STATUTORY AUDITORS:

The Statutory auditors M/s. Devpura Navlakha & Co., Chartered Accountants, Mumbai (FRN - 121975W) has been appointed as
a Statutory Auditors of the Company at 31^st AGM to hold office till the conclusion of 36^th 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. 2023-24 is forming part of the Annual
Report and does not contain any qualification, reservation, adverse remark or disclaimer.

AUDITORS REPORT:

Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under
Section 134 (1) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s. Pankaj Trivedi & Co., Company Secretary in Practice to
conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report as received from M/s. Pankaj Trivedi
& Co., is appended to this Report as Annexure II.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY THE AUDITORS:

M/s. Pankaj Trivedi & Co., Company Secretary in Practice, in his Secretarial Audit Report for financial year 2023-24 have drawn
the attention of the management on some the non-compliances, which have been marked as qualification in his report. In
connection with the same management herewith give the explanation for the same as follows:

The Company is not carrying on major business. The Company will appoint the Internal Auditors once the Company will start
major business dealings. Currently the Management is checking on the internal controls and risk of the company upon guidance
of Statutory Auditors of the Company.

All active promoters of the Company are making all their efforts to dematerialise their holdings at earliest. As on date of this
report one of the promoter had already dematerialised its entire holdings and other promoters are trying dematerialisation of
their respective holding, as soon as possible, however the process of dematerialisation of shares is very much stringent, lengthy
and involve lots of paper work hence it is taking time.

The observations and remarks made by Secretarial Audit Report are self-explanatory and the Management is striving to comply
with all regulatory requirements. The Management will make sure that noncompliance will not be made in future. The
Management states that none of the reservation / qualification / observation attracts any penalties and has any bearing on the
performance of the Company.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

The Company has obtained a Certificate from M/s. Pankaj Trivedi & Co., confirming that no Directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI /
Ministry of Corporate Affairs or any such statutory authority is annexed to this report.

During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such
transactions. The policy on related party transactions is uploaded on the Company’s website at
https:/ / shamrockindustrial.files.wordpress.com/ 2016/05/related-party-transaction-policy-_-shamrock.pdf.

All related party transactions are placed before 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 III.

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management
and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure
IV. It is also uploaded on the website of the Company at https://shamrockindustrial.wordpress.com/annual-return/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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),
has been given under notes forming parts of the Accounts and same will be produced for verification to the members at the
registered office of the Company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation
of energy and Technology absorption are not applicable.

FOREIGN EXCHANGE:

There is no inflow and outflow of Foreign Exchange.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, Join Venture & Associate Companies as on March 31, 2024.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES DURING THE YEAR:

There were no such Companies which have become or ceased to be the subsidiaries, Joint Ventures or Associate Companies
during the year.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the date of the
report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in future.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of
Section 135(1) of the Companies Act, 2013.

As stipulated in the Code for Independent Directors under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the
Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 23^rd March, 2024 without the
attendance of Executive Directors and members of Management and all Independent Directors attended the meeting. At the
Meeting, they:

• Reviewed the performance of non-independent directors and the Board of Directors as a whole;

• Reviewed the performance of the chairperson of the listed entity, taking into account the views of executive directors and
Non-executive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the management of the Company and the
Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (Four) times during the financial year on 19.05.2023, 10.08.2023, 10.11.2023 and 10.02.2024. The intervening
gap between any two meetings was within the period prescribed by the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules are as under. The disclosures as specified under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each
Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of
remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No	Name of Directors/KMPs	Remuneration / Sitting fees paid (Rs. In Lakh)	% increase in Remuneration in the Financial year 2023-24	Ratio of remuneration of each Director to median remuneration of employees
1	Jitesh Khokhani (Whole Time Director & CFO)	Nil	Nil	Nil
2	Kamlesh Khokhani (Non-Executive Director)	Nil	Nil	Nil
3	Kalpesh Khokhani (Non-Executive Director)	Nil	Nil	Nil
4	Neeta Jitesh Khokhani (Non-Executive Director)	Nil	Nil	Nil
5	Sonalika Shrivastav (Independent Director)	Nil	Nil	Nil
6	Dinesh M Tiwari (Independent Director)	5.20	2.16%	2.89
7	Priyanka Rathod (Company Secretary)	1.80	Nil	1

> The median remuneration of employees of the Company during the financial year 2023-24 was ‘1.80 lacs.

> In the financial year 2023-24, there was an increase of Nil (0.00%) in the median remuneration of employees.

> As on March 31, 2024, there was only 1 employee on the roll of the Company.

> Relationship between average increase in remuneration and Company performance is as follows.

> There was an increase of 0.00% in total remuneration paid to Directors during F.Y. 2023-24 as compared to previous year;
Whereas loss after tax is (4.06) lakhs as compared to a loss after tax of (12.85) lakhs in P.Y. 2022-23.

> The total sitting fees for the year is ‘5.20 lacs as compared to ‘5.09 lacs in previous year.

> Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company (i.e.
Remuneration of KMP for the year is same ‘1.80 lakhs as compared to ‘1.80 lakhs in previous year)

> The overall total remuneration of the Key Managerial Personnel(s) has been remained same i.e. 1.80 lacs in both current and
previous financial year and there was no hike in F.Y. 2023-24; whereas Loss after tax is (4.06) lakhs which is almost 8.79
lacs lesser as compared to previous year.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the Company.
However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

ADEQUACY OF INTERNAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under
review, such controls were tested and no reportable material weakness in the design or operation was observed.

CODES OF CONDUCT:

The Board of Directors of the Company has laid down required Codes of Conduct. It has also adopted Code for Independent
Directors as per Schedule IV of the Companies Act, 2013. All Board members including Independent Directors and Senior
Management Personnel have affirmed compliance with the respective Codes of Conduct for the year under review. The Code of
Conduct is available on the Company''s website.

BUSINESS RESPONSIBILITY REPORT:

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of
Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the
Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2024 was Rs. 54,284,140/- consisting of 54,28,414 Equity Shares of Rs.10/-
each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock
options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold
instruments convertible in to Equity Shares of the Company.

CREDIT RATINGS:

During the year under review, the Company has not borrowed any money and has not raised any funds. Hence, disclosure
pertaining to utilization of funds and Credit Rating is not applicable.

DETAILS OF UTILISATION OF FUND:

During the year, the Company has not raised any funds through preferential allotment, right issue or qualified institutions
placement, the details required to be given under Regulation 32 of the Listing Regulations is not applicable to the Company.

SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT:

The Company has opened a Suspense Escrow Demat Account with Phillip Capital (India) Private Limited pursuant to SEBI
Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/6 dated January 25, 2022.

As per the circular for dematerialisation of securities, if the demat request is not received by RTA within 120 days from the date
of issuance of Letter of Confirmation (“LOC”), then the RTA shall move such securities to a physical folio named as “Suspense
Escrow Account” and issue a consolidated LOC to the Company on monthly basis for the said securities moved to this account.
The Company shall then dematerialise these securities in “Suspense Escrow Demat Account” within 7 days of receipt of such
LOC from RTA. When any shareholder claims, the Company will transfer the same to his/her demat account by following the
procedure as prescribed under the regulations.

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying
in the Demat Suspense Account/Unclaimed shares as on March 31, 2024:

Particulars	No. of Shareholders	No. of Equity shares
Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2023	Nil	Nil
Less: Number of Shareholders who approached the Company for transfer of shares from suspense account	Nil	Nil
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2024	Nil	Nil

During the year, there was no movement of shares in the suspense account. The shares if held in suspense account shall remain
frozen till the rightful owners of such shares claim the shares.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

Since the Company is falling within the criteria of Regulation 15 (2) of SEBI (Listing Obligation & Disclosure) Regulations, 2015.
Therefore, Corporate Governance requirement prescribed under SEBI (Listing Obligation & Disclosure) Regulations, 2015 are
not applicable to the Company as on March 31, 2024.

A report on Management Discussion and Analysis for the year under review is annexed and forms a part of this report.
COMMITTEES OF THE BOARD:

The Board Committees focus on specific areas mentioned in their terms of reference and make informed decisions within the
authority delegated to them. Each Committee of the Board is guided by its terms of reference. The Committees also make
specific recommendations to the Board on various matters required. All observations, recommendations and decisions of the
Committees are placed before the Board for its information or approval. All the minutes of committee meetings are placed
before the Board for its noting.

The Company has following Committees of the Board namely Audit committee, Nomination and Remuneration committee,
Stakeholder’s Relationship Committee which enables the Board to deal with specific areas / activities that need a closer revi ew
and to have an appropriate structure to assist in the discharge of their responsibilities. The Board Committees meet at regular
intervals and ensure to perform the duties and functions as entrusted upon them by the Board.

Composition of the Board:

As on 31st March, 2024, the Company’s Board of Directors comprised of total 6 (Six) Directors of which two are Non-Executive
and Independent Directors Viz. Mr. Dinesh M Tiwari and Mrs. Sonalika Sushant Shrivastav; Three are Non-Executive Directors
Viz. Mr. Kamlesh Rameshchandra Khokhani, Mr. Kalpesh Rameshchandra Khokhani and Mrs. Neeta Jitesh Khokhani and one
is Executive Director Viz. Mr. Jitesh Rameshchandra Khokhani, who is the Whole Time Director & CFO. The Board also met the
requirement of Woman Director as prescribed under Listing Regulations, 2015. Ms. Priyanka Rathod is the Company Secretary
cum Compliance officer of the Company.

The Board has received confirmation from the Non- Executive and Independent Directors that they qualify to be considered as
independent as per the definition of ‘Independent Director’ stipulated in Regulation 16 (i)(b) of the Listing Regulations and
Section 149(6) of the Companies Act, 2013 (hereinafter called “the Act”). None of the Directors of the Company is related to each
other.

None of the Directors hold directorships in more than 20 companies. Further, any individual director’s directorships in publi c
companies do not exceed 10. None of the Directors is serving as a member of more than ten committees or as the Chairman of
more than five committees across all the public companies of which he is a Director.

The number of directorships and committee Chairmanships/Memberships held by the Directors in other public companies as
on March 31, 2024 are given below:

Sr. No.	Name of Directors / KMPs	Category	No. of other Directorship in listed Cos.	No. of Eq. shares held in Co.	Member/ Chairperson of the committee
					Member	Chairman
1	Jitesh R. Khokhani (00611815)	WTD & CFO	-	1,09,203	-	-
2	Kalpesh R. Khokhani (00322052)	Non-Executive Director	-	2,48,118	1	-
3	Neeta Jitesh Khokhani (08272554)	Non-Executive Director	-	-	-	-
4	Kamlesh R. Khokhani (00322223)	Non-Executive Director	-	1,76,203	1	-
5	Sonalika Shrivastav (09209953)	Independent Director	-	-	2	-
6	Dinesh M Tiwari (09566988)	Independent Director	-	-	2	2
7	Priyanka Rathod	Company Secretary	-	-	-	-

Notes:

S None of the Directors hold directorships in more than twenty Companies of which directorship in Public Companies does
not exceed ten in line with the provisions of Section 165 of the Act.

S None of the Directors hold membership of more than ten committees of Board, nor, is a Chairman of more than five
committees across board of all listed entities.

S No Director holds directorship in more than seven listed entities.

S None of the Independent Director holds the position of the Independent Director in more than seven listed companies as
required under the Listing Regulations.

S None of the Director has been appointed as an Alternate Director for Independent Director.

S The information provided above pertains to the following committees in accordance with the provisions of Regulation 26(1)

(b) of the Listing Regulations: (i) Audit Committee; and (ii) Stakeholders Relationship Committee.

S The committee membership and chairmanship above excludes Membership and Chairmanship in Private Companies,
Foreign Companies and Section 8 Companies.

S Mr. Jitesh Khokhani, Kamlesh Khokhani and Kalpesh Khokhani are the real brothers and Mrs. Neeta Khokhani is spouse of
Jitesh Khokhani. Apart from that, there is no inter-relation among Directors of the Company.

S None of the Non-Executive Independent Directors has any material pecuniary relationship or transactions with the
Company, other than the sitting fees received by them for attending the meetings of the Board and its Committees.

The Chairman / Whole Time Director / Managing Director:

His primary role is to provide leadership to the Board in achieving goals of the Company. He is responsible for transforming the

Company into a successful organization. He is responsible, inter-alia, for the working of the Board and for ensuring that all

relevant issues are placed before the Board and that all Directors are encouraged to provide their expert guidance on the

relevant issues raised in the meetings of the Board. He is also responsible for formulating the corporate strategy along with
other members of the Board of Directors. His role, inter alia, includes:

S Provide leadership to the Board and preside over all Board and General Meetings.

S Achieve goals in accordance with Company’s overall vision.

S Ensure that Board decisions are aligned with Company''s strategic policy.

S Ensure to place all relevant matters before the Board and encourage healthy participation by all Directors to enable them to
provide their expert guidance.

S Monitor the core management team.

Non-Executive Directors (including Independent Directors) play a critical role in balancing the functioning of the Board by
providing independent judgments on various issues raised in the Board Meetings like formulation of business strategies,
monitoring of performances, etc. Their role, inter- alia, includes:

S Impart balance to the Board by providing independent judgment.

S Provide feedback on Company’s strategy and performance.

S Provide effective feedback and recommendations for further improvements.

The terms of reference for each committee have been clearly defined by the Board. The minutes of the meetings and the
recommendation, if any, of the committees are submitted to the Board for their consideration and approval.

As on date the Company has following Committees of the Board. Specific terms of reference have been laid out for each of them.

AUDIT COMMITTEE AT GLANCE:

In order to align with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulation with the Stock Exchanges.
The terms of reference of the Audit Committee includes the following:

SCOPE AND FUNCTION:

THE BROAD TERMS OF REFERENCE OF THE AUDIT COMMITTEE, INTER ALTA. INCLUDE:

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 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 auditor''s 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 to take up steps in this matter;

7. Reviewing and monitoring the auditor’s 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 mandatorilv 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:

The composition of the audit committee and the details of meetings attended by its members are given below:

Name	Category	Number of meetings during the financial year 2023-24
		Held	Entitle	Attended
Dinesh Tiwari	Chairman	4	4	4
Sonalika Shrivastav	Member	4	4	4
Kalpesh Khokhani	Member	4	4	4

In all Four (4) Audit Committee meetings were held during the year and the gap between two meetings did not exceed four
months. The dates on which the said meetings were held are as follows: 19.05.2023, 10.08.2023, 10.11.2023 and 10.02.2024.
The necessary quorum was present for all the meetings.

NOMINATION AND REMUNERATION COMMITTEE AT GLANCE:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of Directors has duly
constituted the Nomination and Remuneration Committee. The composition of this Committee is in compliance with the
requirements of Section 178 of the Companies Act, 2013 and Part D of Schedule II of the Listing Regulations and Regulation 19
of the Listing Regulations.

Nomination and Remuneration Committee, inter alia, recommends the appointment and remuneration payable to Executive
Directors, Key Managerial Personnel (“KMP”) and Senior Management Personnel (“SMP”) of the Company. 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:

The composition of the Nomination & Remuneration Committee and the details of meetings attended by its members are given
below:

Name	Category	Number of meetings during the financial year 2023-24
		Held	Entitle	Attended
Dinesh Tiwari	Chairman	1	1	1
Kalpesh Khokhani	Member	1	1	1
Sonalika Shrivastav	Member	1	1	1

The meeting of Nomination and Remuneration committee was held on 10.02.2024. The necessary quorum was present at the
meetings.

REMUNERATION PAID TO DIRECTORS DURING THE PERIOD ENDED 31st MARCH, 2024:

Name	Salary	Commission	Sitting Fees	Contribution to Various Funds	Total
Jitesh Khokhani	-	-	-	-
Kalpesh Khokhani	-	-	-	-	-
Kamlesh Khokhani	-	-	-	-	-
Neeta Jitesh Khokhani	-	-	-	-	-
Dinesh M Tiwari	-	-	5.20	-	5.20
Sonalika Shrivastav	-	-	-	-	-

None of the Independent Director holds any shares, convertible instruments or stock options in the company. As on 31^st March
2024, there are no outstanding options granted to any of the Directors of the Company.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE AT GLANCE:

T erms of Reference:

Pursuant to the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations, the Board of Directors has
duly constituted the Stakeholder Relationship Committee. The terms of reference of this Committee include as laid down under
the provisions of Section 178 of the Act and Regulation 20(4) read with Schedule II Part D Para B of the Listing Regulations.

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.

The composition of the Stakeholders’ Relationship Committee and the details of meetings attended by its members are given
below:

Name	Category	Number of meetings during the financial year 2023-24
		Held	Entitle	Attended
Dinesh Tiwari	Chairman	4	4	4_
Kalpesh Khokhani	Member	4	4	4
Sonalika Shrivastav	Member	4	4	4

The dates on which the said meetings were held are as follows: 19.05.2023, 10.08.2023, 10.11.2023 and 10.02.2024. The
necessary quorum was present for all the meetings.

Details of investor complaints received and redressed during the year 2023-24 are as follows:

Opening balance	Received during the year	Resolved during the year	Closing balance
Nil	1	1	Nil

DISCLOSURES:

During the period, there were no transactions materially significant with Company’s promoters, directors or management or
subsidiaries or their relatives that may have potential conflict with the interests of the Company at large.

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES STRICTURES IMPOSED ON THE COMPANY BY STOCK
EXCHANGES OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST
THREE YEARS: - None.

SKILL/ EXPERTISE/ COMPETENCE OF THE BOARD OF DIRECTORS:

The Board comprises qualified members who bring in the required skill, competence and expertise that allow them to make
effective contribution to the Board and its Committees.

The table below summarizes the list of core skills/expertise/competencies identified by the Board of Directors desired in the
context of the business(es) and sector(s) of the Company for it to function effectively and those actually available with the
Board:

Skill area	Description	Number of Directors having particular skills
Financials	Expert knowledge and understanding in Accounts, Finance, Banking, Auditing and Financial Control System.	6
Leadership and Strategic Planning	Ability to understand organization, processes, strategic planning and risk management. Experience in developing talent, succession planning and driving change and long term growth.	6
Legal and Governance	Ability to protect shareholders’ interests and observe appropriate governance practices. Monitor risk and compliance management system including legal framework.	6
Corporate Governance	Experience in developing good governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values.	6

ROLES, RESPONSIBILITIES AND DUTIES OF THE BOARD:

The duties of Board of Directors have been enumerated in Listing Regulations, Section 166 and Schedule IV of the said Act
(Schedule IV is specifically for Independent Directors). There is a clear demarcation of responsibility and authority amongst the
Board of Directors.

INFORMATION PLACED BEFORE THE BOARD:

The Company provides the information as set out in Regulation 17 read with Part “A” of Schedule II of Listing Regulations and
such other information as required to the Board and the Board Committees to the extent it is applicable and relevant. Such
information is submitted either as part of the agenda papers in advance of the respective meetings or by way of presentations
and discussions during the meeting.

NOTICE AND AGENDA:

All the meetings are conducted as per well designed and structured agenda. All the Notices and agenda items are backed by
necessary supporting information and documents (except for the unpublished price sensitive information, which is circulated in
the meeting) to enable the Board to take informed decisions. Agenda also includes minutes of the last meetings of all the Board
and Committees for the information of the Board. Agenda papers are circulated seven days prior to the Board / Committee
Meetings.

BOARD MEETINGS:

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the
Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. All
the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board meeting.

The Company circulates the agenda along with comprehensive notes well in advance before each meeting which, inter-alia,
includes the following:

• Quarterly/Half Yearly/Annual financial results of the Company.

• Minutes of various committees of the Board.

• Regulatory notices/judgment/order being material in nature.

• Approvals on the sale of investments/assets of material nature etc.

During the financial year 2023-24, 4 (Four) Board Meetings were held. The maximum gap between two Board meetings was less
than one hundred and twenty days.

The Board Meetings were held on 19.05.2023, 10.08.2023, 10.11.2023 and 10.02.2024.

The details of the attendance of the Board of Directors at the Board Meetings and the last Annual General Meeting (AGM) are as
detailed herein below:

Name of the Directors	No. of Board Meetings held	Entitlement to attend	No. of Board Meetings attended	Whether last AGM attended
Jitesh R. Khokhani (00611815)	4	4	4	Yes
Kalpesh R. Khokhani (00322052)	4	4	4	Yes
Neeta Jitesh Khokhani (08272554)	4	4	4	Yes
Kamlesh R. Khokhani (00322223)	4	4	4	Yes
Sonalika Shrivastav (09209953)	4	4	4	Yes
Dinesh M Tiwari (09566988)	4	4	4	Yes

MINUTES OF THE MEETING:

The draft Minutes of the proceedings of the Meetings are circulated amongst the Members of the Board / Committees generally
within 15 days of respective meetings. The Comments and suggestions, if any, received from the Directors are incorporated in
the Minutes, in consultation with the Chairman. The Minutes are confirmed by the Members and signed by the Chairman of
such meeting at any time before the next meeting is held or by the Chairman of the next Board / Committee Meetings. All
Minutes of the Committee Meetings are placed before the Board Meeting for perusal and noting.

POST MEETING MECHANISM:

The important decisions taken at the Board/Committee meetings are communicated to the concerned department/s and/or
division.

BOARD DIVERSITY POLICY:

The Company has a Board approved policy on Board diversity. The objective of the policy is to ensure that the Board comprises
of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs
of the Company. The Board composition, as at present, broadly meets with the above objective.

LISTING OF SHARES:

Equity Shares of the Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing Fees
for the Year 2023-24 and 2024-25. There is no suspension of securities of the company during the year.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2024 was Rs. 5,42,84,140/- consisting of 54,28,414 Equity Shares of Rs.10/-
each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock
options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold
instruments convertible in to Equity Shares of the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted an Insider Trading Policy to regulate, monitor and report trading by insiders under the SEBI
(Prevention of Insider Trading) Regulation, 2015 and the same is available on the Company’s website
https://shamrockindustrial.wordpress.com/wp-content/uploads/2024/09/pdf-insider-trading-code.pdf. This policy also
includes practices and procedures for fair disclosures of unpublished price-sensitive information, initial and continual
disclosures.

CEO AND CFO CERTIFICATION:

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the CEO and CFO Certification are
provided in this Annual Report.

COMPLIANCE OF CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND REGULATION OF
LISTING REGULATIONS:

Your Company confirms that Corporate Governance Requirements specified in regulation 17 to 27 and clauses (b) of sub¬
regulation (2) of regulation 46 and para C, D and E of Schedule V of the Listing Regulations is not applicable to Company. Your
Company falls within the ambit of exemption granted vide SEBI Circular CIR/CFD/POLICY CELL/7/2014 Dated 15^th
September, 2014.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT (UNCLAIMED SHARES):

NIL

There were no unclaimed shares transferred to Suspense Account during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY / POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the
attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the
mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate
Governance which forms part of the Annual Report. The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy of Whistle Blower Mechanism is
available at company’s website at https: / / shamrockindustrial.wordpress.com / wp -content/uploads / 2016/05/ whistle -blower-
policy- -shamrock-indl1.pdf

During the financial year 2023-24, no cases under this mechanism were reported in the Company and any of its subsidiaries/
associates. The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17
& 26 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 & has been posted on the website of the
Company at https://shamrockindustrial.files.wordpress.com/2016/05/code-of-conduct-for-directors-senior-management- -
shamrock1.pdf

a. Number of complaints brought forward from the financial year 2022-23 - NIL

b. Number of complaints filed during the financial year 2023-24 - NIL

c. Number of complaints disposed of during the financial year 2023-24 - NIL

d. Number of complaints pending as on end of the financial year 2023-24 - NIL

All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year
ended on 31^st March, 2024.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS AND INFORMATION AND ARCHIVAL POLICY:

In accordance with Regulation 30 of SEBI Regulations, 2015, the Company has framed a Policy on Determination of Materiality
for Disclosures to disclose events or information which, in the opinion of the Board of Directors of the Company, are material.
Further the Company has an Archival Policy in line with the requirements of SEBI Regulations to ensure that information
relating to the Company is adequately disclosed on its web-site as required by law. The Policy have been uploaded on the
Company’s web-site at the following link https://shamrockindustrial.wordpress.com/material-subsidary-related-party-
transaction-policy-_-shamrock-2/

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT (FORMERLY KNOWN AS SECRETARIAL AUDIT REPORT) AND
CERTIFICATE OF COMPLIANCE WITH REGULATION 40(9) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015:

The SEBI vide Circular No. CIR/MRD/DP/30/2010 dated 6th September, 2010 has modified the terminology of Secretarial
Audit, as Reconciliation of Share Capital Audit. A qualified Practicing Company Secretary has carried out secretarial audit to
reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India)
Ltd. (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit (formerly known as Secretarial Audit
Report) confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the
total number of Dematerialized shares held with NSDL and CDSL. The audit is carried out by M/s. Pankaj Trivedi & Co.,
Practicing Company Secretaries every quarter and report thereon is submitted to the Stock Exchanges along with yearly
Compliance Certificate as per Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and placed before the Board of Directors.

RECOMMENDATIONS BY THE COMMITTEES:

The Board has accepted all recommendations made by its Committees during the financial year under review.

DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, the Company has followed the Indian Accounting Standards (Ind As) issued by the
Institute of Chartered Accountants of India to the extent applicable.

POLICIES OF THE COMPANY:

As a part of good Corporate Governance, the Company has from time to time adopted various policies / codes which are hosted
on the website of the Company viz. at https://shamrockindustrial.wordpress.com under Policies section.

TRADING OF SECURITIES:

The securities of the Company were not suspended from trading during the Financial Year 2023-2024.

CONVERTIBLE INSTRUMENTS

The Company has not issued any Global Depository Receipts (GDRs) / American Depository Receipts (ADRs) / warrants or any
convertible instrument, which are likely to have impact on the Company’s Equity.

DETAILS OF CREDIT RATING OBTAINED BY THE ENTITY ALONG WITH REVISIONS (IF ANY)

The Company has not obtained any Ratings from any Credit Rating Agencies during the Financial Year 2023-2024.

SHARE CAPITAL AUDIT

As required by the Securities and Exchange Board of India (SEBI), quarterly audit of the Company’s share capital is being
carried out by a Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL
and held in physical form, with the total issued and listed capital of the Company. The certificate received from the Practicing
Company Secretary is submitted to BSE and is also placed before the Stakeholder Relationship Committee on a quarterly basis.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

Information required under clause 5A of paragraph A of Part A of Schedule III of the Listing Regulations : No agreements are
entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel,
employees of the Company or subsidiary company, among themselves or with the Company or with a third party, solely or
jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of
the Company or impose any restriction or create any liability upon the Company.

PARTICULARS OF SATUTORY AUDITOR:

Total fees for financial Year 2023-24, for all services as mentioned below, was paid by the Company to the Statutory Auditor and
all entities in the network firm/network entity of which the statutory auditor is a part.

Payment to auditors	Basic	GST	Gross
Audit Fees	30,000/-	-	30,000
In Other Capacity (Certification)	-	-	-
Total	30,000/-	-	30,000

Total fees for all services paid by the Company to the statutory auditor are also provided in the Notes to Standalone Financial
Statements forming part of this Annual Report. The Statutory Auditors have not provided any services to the subsidiaries of the
Company as company don’t have subsidiary.

Further Company does not require appointing Cost Auditors.

GENERAL BODY MEETING:

a) Location, date and time of the Annual General Meetings held during the last three years held during the last year are given
below:

Financial Year	Type of Meeting	Location	Meeting Date and Time
2022-23	32nd AGM	83 - E, Hansraj Pragji Building, Off: Dr. E. Moses Road, Worli, Mumbai - 400018	27th, September, 2023 At 11.30 a.m.
2021-22	31st AGM	83 - E, Hansraj Pragji Building, Off: Dr. E. Moses Road, Worli, Mumbai - 400018	20th, July, 2022 At 10.30 a.m.
2020-21	30th AGM	83 - E, Hansraj Pragji Building, Off: Dr. E. Moses Road, Worli, Mumbai - 400018	30 th September, 2021 At 10.30 a.m.

b) No Extra Ordinary General Meeting / Postal Ballot was held during the year.

c) Details of the meeting convened in pursuance of the order passed by the National Company Law Tribunal (NCLT): None
SPECIAL RESOLUTION PASSED IN LAST THREE ANNUAL GENERAL MEETINGS:

32nd AGM	None
31st AGM	1. To confirm and regularize the appointment of Mr. Dinesh Murlidhar Tiwari (DIN: 09566988) From Additional Director to Independent Director. 2. To consider the re-appointment of Mr. Kamlesh Rameshchandra Khokhani (DIN: 00322223) as a Managing Director of the Company for a term of 5 years and to fix his remuneration.
30th AGM	None

Apart from the above, no other Special Resolutions were being passed in any of last three Annual General Meetings of the
Company.

MEANS OF COMMUNICATION:

Effective communication of information is an essential component of Corporate Governance. It is the process of sharing
information, ideas, thoughts, opinions and plans to all stakeholders which promotes management - shareholder relations. The
Company regularly interacts with its members through multiple channels of communication such as results announcement,
annual reports, media releases, and Company’s website and through green initiatives.

GENERAL INFORMATION FOR MEMBERS
A. 33^rd Annual General Meeting:

Day & Date	Time	Deemed Venue
Friday, 27th September, 2024	11.30 a.m.	Through VC/OAVM 83-E, Hansraj Pragji Building, Off. Dr. E. Moses Road, Worli, Mumbai - 400018, Maharashtra

B. Financial Calendar (2024-25)

Particulars	Period
Financial Year	April 1, 2024 to March 31, 2025
For consideration of Unaudited/Audited Financial Results
Results for quarter ending June 30, 2024	On or before 14th August, 2024
Results for quarter ending September 30, 2024	On or before November 14, 2024
Results for quarter ending December 31, 2024	On or before February 14, 2025
Results for quarter ending March 31, 2025	On or before May 30, 2025
Annual General Meeting for the year ending March 31, 2025	On or before September 30, 2025

C. Book Closure Date

The Company’s Share Transfer Books and Register of Members of equity shares shall remain closed from the 20/09/2024 to
27/09/2024, (both days inclusive).

D. Share T ransfer System

Share transfers in physical form are processed by the Registrar and Transfer Agents, Bigshare Services Private Limited
and are approved by the Stakeholders Relationship Committee of the Company or the authorized signatories of the Company.
Share transfers are registered and returned within 15 days from the date of lodgment if documents are complete in all respects.
The depository system handles share transfers in dematerialized form.

E. Dividend payment date: Not applicable

F. a) Listing of Equity Shares: Bombay Stock Exchange

b) Listing fees is duly paid to the Bombay stock exchange Limited.

G. a) BSE Scrip Code: 531240

b) Demat ISIN Numbers in NSDL & CDSL INE022F01015 for Equity Shares

H. Dematerialization of Shares

The Company’s shares are available for demat on both the depositories, viz, National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL). Percentages of Shares held in physical and dematerialized form as on 31^st
March, 2024 are as follows:

Mode	No. of Shares	% Shares
Physical Form	14,74,038	27.15%
With NSDL	15,55,496	28.66%
With CDSL	23,98,880	44.19%
Total	54,28,414	100%

I. MARKET PRICE SENSITIVE INFORMATION

The monthly ‘high’ and ‘loW closing prices of the shares traded during the period from April 2023 to March 2024 on BSE are
given below:

Month	High	Low	Close	No. of Shares traded	BSE Sensex High	BSE Sensex Low
April 2023	3.69	3.16	.3.6,3	13,721	61209.46	58793.08
May 2023	6-44	3..56		53,691	63036.12	61002.17
June 2023	5.80	4..3.5	4..3.5	14,877	64768.58	62,359.14
July 2023	456	335.	3.80	22,478	67619.17	64836.16
August 2023	4.46	.3.,34	4.46	11,423	66658.12	64723.63
September 2023	4.70	4.,36	4.40	2,3,791	67927.23	64818.37
October 2023	6.00	375.	5.62	24,744	66592.16	63092.98
November 2023	6.19	4.80	6.10	79,294	67069.89	63550.46
December 2023	8.97	6.10	8.13	1,16,822	72484.34	67149.07
January 2024	8.58	727	759	42,265	7,3427..59	70001.6
February 2024	11.17	759	1Q..54	1,34,129	73413.93	70809.84
March 2024	10.75	955.	9.60	16,421	7424.5.!7	71674.42

Category		No. of Shares held	% of Shareholding
A	Promoter’s Holding
1	Promoters
	- Indian Promoters	23,32,869	42.98%
	- Foreign Promoters	0	0
2	Persons acting in concert	0	0.00%
	Sub — Total	23,32,869	42.98%
B	Non-Promoter’s Holding	0	0
3	Institutional Investors	0	0
a)	Mutual Funds and UTI	0	0
b)	Banks, Financial Institutions, Insurance Companies	0	0
	(Central/State Govt. Institutions/Non-Government Institutions)
C	FII’s	0	0
	Sub — Total	0	0
4	Others - Non Institutional Investors
a)	Private Corporate Bodies	48,913	0.90%
b)	Indian Public	25,59,599	47.15%
c)	NRI’s	1,31,001	2.41%
d)	Over See Body Corporate	80,500	1.48%
e)	Trust	86,165	1.59%
f)	Cl. Member	49,464	0.91%
s!	HUFs	1,39,903	2.58%
	Sub-Total	30,95,545	57.02%
	Grand Total	54,28,414	100.00%

K. DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2024

No. of Shares	No. of	% to total	In	% to total
held	Shareholders	Shareholders	Rs.	Shares
Up to 500	1896	65.58%	322988	5.95%
501 - 1,000	546	18.89%	457834	8.43%
1,001 - 2,000	204	7.06%	327963	6.04%
2,001 - 3,000	65.	2.25%	171408	3.16%
3,001 - 4,000	39	1.35%	!4°444	2.59%
4,001 - 5,000	34	1.18%	160976	2.97%
5,001 - 1,0,000	50.	1.73%	,37,36,32	6.88%
10,001 and Above	57	1.97%	3473169	63.98%
TOTAL	2891	100%	54,28,4!4	100%

SHARE TRANSFER / TRANSMISSION SYSTEM & PROCESS

Transfer of shares in physical form is processed by the Company’s Registrars & Transfer Agents (RTA) generally within fifteen
days from the date of receipt, provided the transfer/transmission in physical form after they are processed by the RTA are
submitted to the Company for the necessary approval.

The Chairman transfer/transmission requests received in physical form from time to time. Investors may kindly take note that
SEBI has mandated that in case of securities market transactions and off market/private transactions involving transfer of
shares of a listed company in physical mode, it shall be compulsory for the transferee(s) to furnish a copy of the PAN card to the
Company/RTA, together with the transfer documents for registering transfer of such shares.

MEANS OF COMMUNICATION

At Shamrock effective communication of information is an essential component of Corporate Governance. It is the process of
sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management - shareholder
relations. The Company regularly interacts with its members through multiple channels of communication such as results
announcement, annual reports, media releases, and Company’s website and through green initiatives.

Intimation to Stock Exchange: Your Company believes that all the stakeholders should have access to adequate
information about the Company. All information, which could have a material bearing on the share prices, is released at the
earliest to the BSE in accordance with the requirements of listing agreement.

Company’s Website: The Financial Results were also displayed on the Company’s website

https:/ / shamrockindustrial.wordpress.com/ the Company also keeps on updating its website with other relevant information,
as and when required. The company did not make any official news releases nor made any presentations to the institutional
investors or analysts, during the period under review.

Newspapers Publications: The Financial Results and other Communications of the Company were normally published in 2
papers i.e. English ‘Active Times’ and ‘Mumbai Lakshadweep’.

Annual Report: Annual Report containing, inter alia, the Standalone Financial Statements, Directors’ Report, Auditors’
Report and other important information is circulated to members of the Company prior to the AGM. The Report on
Management Discussion and Analysis forms part of the Annual Report. The Annual Report of the Company is also available on
the website of the Company in a user friendly and downloadable format.

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 & ON BEHALF OF THE BOARD

Sd/- Sd/-

Jitesh Khokhani Kamlesh Khokhani

(Whole Time Director) (Director)

DIN: 00611815 (DIN: 00322223)

Place: Mumbai
Date: 12^th August, 2024

Registered Office

83 - E, Hansraj Pragji Building,

Off: Dr. E. Moses Road, Worli, Mumbai - 400018
Email id: [email protected] | [email protected]
Website: www.shamrockindustrial.wordpress.com
Tel: [phone] | Fax: [phone]