Financial Performance Highlights (FY 2025-26 vs FY 2024-25)

  • Revenue from Operations: ₹0 lakh (Previous: ₹0 lakh)
  • Other Income: ₹2.58 lakh (Previous: ₹0 lakh) - primarily commission income
  • Total Revenue: ₹2.58 lakh (Previous: ₹0 lakh)
  • Profit/(Loss) Before Tax: (₹108.66) lakh (Previous: (₹12.60) lakh)
  • Net Profit/(Loss): (₹108.66) lakh (Previous: (₹12.60) lakh)
  • Earnings Per Share (EPS): (₹2.00) (Previous: (₹0.23))
  • The company remained non-operational during the year with no production or distribution activities

Share Capital Structure

  • Authorized Share Capital: Increased from ₹10,00,00,000 to ₹40,00,00,000 (4,00,00,000 equity shares of ₹10 each)
  • Subscribed and Paid-up Capital: ₹5,42,84,140 (54,28,414 equity shares of ₹10 each)
  • No change in issued capital during the year

Dividend Declaration

No dividend recommended for FY 2025-26 due to losses incurred.

Management Changes

The company underwent a complete management change during the year:

Resignations (effective October 16, 2025):

  • Mr. Kamlesh Rameshchandra Khokhani (DIN: 00322223), Non-Executive Director
  • Mr. Jitesh Rameshchandra Khokhani (DIN: 00611815), Whole-Time Director and CFO
  • Mr. Kalpesh Rameshchandra Khokhani (DIN: 00322052), Non-Executive Director
  • Mrs. Neeta Jitesh Khokhani (DIN: 08272554), Non-Executive Director

New Appointments:

  • Mr. Rattan Kapoor (DIN: 00340970) - Managing Director and CEO (from October 16, 2025)
  • Mr. Rahul Manoj Rajani (DIN: 10937591) - Whole-Time Director and CFO (from October 16, 2025)
  • Mr. Bagepalli Vijayakumar Harish (DIN: 00354759) - Executive Director (from October 24, 2025)
  • Mr. Sandeep Sehgal (DIN: 05358749) - Non-Executive Director (from October 24, 2025)
  • Ms. Khushboo Gulati - Company Secretary & Compliance Officer (from January 30, 2025)
  • Mr. Aryan Chand - Chief Business Officer (from October 16, 2025)

Auditor Changes

  • M/s. Devpura Navlakha & Co. resigned as statutory auditors
  • M/s. Motilal & Associates LLP (FRN: 106584W/W100751) appointed as new statutory auditors on December 11, 2025
  • Auditor's report contains no qualifications or adverse remarks

Annual General Meeting Details

  • Date: Wednesday, September 30, 2026
  • Time: 3:00 PM
  • Mode: Video Conferencing/Other Audio-Visual Means
  • Cut-off date for voting: September 23, 2026
  • Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)

Agenda Items

1. Adoption of audited financial statements for FY 2025-26

2. Re-appointment of Mr. Rattan Kapoor (DIN: 00340970) who retires by rotation

Corporate Actions

  • Memorandum of Association altered to add object relating to investment in Virtual Digital Assets (no business undertaken in this area)
  • Corporate Identification Number (CIN) changed from L24239MH1991PLC062298 to L74909MH1991PLC062298 effective June 30, 2025
  • Preferential issue of shares approved but not implemented due to non-receipt of stock exchange approval

Related Party Transactions

  • Unsecured loans received from directors totaling ₹107.42 lakh:
  • Rattan Kapoor: ₹21.93 lakh (Nov 26, 2025), ₹5.00 lakh (Dec 12, 2025), ₹6.00 lakh (Apr 29, 2026)
  • Bagepalli Vijayakumar Harish: ₹24.93 lakh (Nov 26, 2025), ₹6.00 lakh (Apr 29, 2026)
  • Loan to Shamrock Pharmachemi Pvt Ltd: ₹82.04 lakh outstanding as of March 31, 2026

Key Financial Ratios

  • Current Ratio: 1.45 (Previous: 43.78)
  • Debt-Equity Ratio: 1.28 (Previous: 0)
  • Return on Equity Ratio: -1.03% (Previous: -2.32%)

Internal Financial Controls

Auditors confirmed adequate internal financial controls were in place and operating effectively.

Secretarial Audit Observations

Secretarial audit report (MR-3) noted four observations:

1. Non-availability of certain board meeting records from previous management

2. Non-appointment of internal auditor

3. Non-availability of Structured Digital Database for verification

4. Missing postal ballot resolution details in minute book

Other Disclosures

  • No fraud reported by auditors under Section 143(12)
  • No cost records maintenance required
  • No deposits accepted under Section 73
  • No CSR applicability
  • Whistle Blower Policy implemented, no complaints received
  • Zero tolerance sexual harassment policy, no complaints received

Board and Committee Meetings

  • Board Meetings: 9 meetings held during the year
  • Audit Committee: 8 meetings held during the year
  • Nomination and Remuneration Committee: 4 meetings held during the year
  • Stakeholders Relationship Committee: 2 meetings held during the year

Website Information

Annual report available at: https://shamrockindustrial.wordpress.com/