(For the Financial Year Ended 31st March, 2026)

To

The Members,

Shivom Investment & Consultancy Limited

("the Company")

Your Directors have pleasure in presenting the Directors' Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2026.

During a significant part of the financial year 2025-26, the Company underwent the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC), during which the powers of the Board of Directors were suspended and vested with the Resolution Professional appointed by the Hon'ble NCLT, Mumbai Bench. Following the Request for Resolution Plan (RFRP) process, Mr. Prashant Ghanshyambhai Ukani emerged as the Successful Resolution Applicant (SRA). The Hon'ble NCLT, Mumbai Bench, approved the Resolution Plan vide its order dated 18.08.2025, pursuant to which the current Board of Directors was constituted and assumed management control.

While Post-CIRP period of F.Y. 2025-26 were overseen by the current management, all data & records, comparative financial metrics, and historical records from before the takeover come entirely from inherited data. Therefore, we are sharing this information in good faith based on what was available, and the current management cannot be held responsible for any mistakes, missing details, or inaccuracies in those old records.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

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

Proceedings of Liquidation under the Insolvency Bankruptcy Code, 2016fIBC) read with Insolvency and Bankruptcy Board of India, Regulations 2016:-

• Shivom Investment & Consultancy Limited (the Company "SICL") was registered under the Corporate Insolvency Resolution Process (CIRP) and initiated by the Adjudicating Authority Hon'ble NCLT, Mumbai Bench) on 07.02.2024.

• Pursuant to the process of Request for Resolution Plan (RFRP) by Mr Prashant Ghanshyambhai Ukani (Resolution Applicant)emerged as the Successful Resolution Applicant (SRA),

• The Resolution Applicant has paid full amount as proposed in the plan. NCLT has passed order dated 18th August, 2025.

• As on date, the Company has rehabilitated from CIRP and new management has taken the charge over the Company.

• Pursuant to NCLT order New Directors have been appointed on the Board and Structuring of new shareholders is under process for which coordination with, RTA, CDSL and NSDL is undergoing.

• Shivom Investment & Consultancy Limited is Listed on BSE is suspended from trading due to non-payment of Annual Listing Fees by previous management and accordingly post management Transition company is in process of revocation of suspension from Stock exchange as on date.

2. COMPANY OVERVIEW

Shivom Investment & Consultancy Limited (SICL) is currently navigating a challenging scenario, wherein the company's performance has been adversely impacted by a liquidity crunch. Pursuant to an order dated 18.08.2025, from the National Company Law Tribunal, Mumbai Bench (Order No. CP (IB) No. 826/MB/2023), the company is undergoing the Corporate Insolvency Resolution Process (CIRP). As a result, Mr. Nimai Gautam Shah, Insolvency Professional (IP), has been appointed as the Interim Resolution Professional and subsequently confirmed as the Resolution Professional.

During the year, Resolution Professional has taken over the management and operations of the company Consequently, Pursuant to abovementioned NCLT order New Directors have been appointed on the Board and structuring of new shareholders is under process for which coordination with RP, RTA, CDSL and NSDL is undergoing.

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

The Company was previously engaged in the business of Non- banking financial services. Pursuant to the approval of the resolution plan by the Hon'ble National Company Law Tribunal (NCLT), the Company proposed a change in its object clause to diversify into the Manufacturing sector. The revised object clause was approved by the Registrar of Companies (ROC) on 04th February, 2026.

During the year under review, the Company did not undertake any substantial business operations, as it was undergoing a transitional phase following the successful completion of the CIRP. Post-resolution, the management has been focused on the strategic revival and restructuring of the Company's operations. As part of its turnaround strategy.

3. RESOLUTION PLAN - KEY HIGHLIGHTS

The Resolution Plan approved by the Hon'ble NCLT, dated 18.08.2025 inter alia, provides for:

• Payment of CIRP costs in full;

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

• Cancellation and reduction of existing equity share capital;

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

• Change in management and control of the Company;

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

The Resolution Plan is binding on the Company, its shareholders, creditors, employees, statutory

authorities and all other stakeholders.

4. SHARE CAPITAL

• Authorized Share Capital:

During the financial year under review, the Authorized Share Capital of the Company stood at Rs. 70,00,00,000/- (Rupees 70 Crore only) comprising of 7,00,00,000 Equity Shares of Re. 10/- each.

Change In capital structure

• Issued. Subscribed & Paid-Up Capital:

Your Board Pursuant to the order passed by Hon'ble NCLT, Mumbai Bench dated 18th August, 2025 subsequently implemented the capital structure which was approved by Board of Directors in its meeting held on September 15, 2025,as follows:

1. Paid-up Equity shares capital:

The Paid-up Equity Share Capital as on March 31, 2026 stood at Rs 6,43,99,030 (Rupees 6 Crore Forty Three lacs Ninety Nine Thousand and Thirty) divided into 64,39,903 Equity Shares of Re. 10/(Rupee Ten)each, which was issued & allotted on dated October 03, 2025.

2. Extinguishment of Existing Share capital and Issued New share Capital:

The entire existing paid-up Equity Share Capital Comprising of 6,99,51,325 (Six Crore Ninety-Nine Lakh Fifty-One Thousand Three Hundred Twenty-Five) equity shares held by the public shareholders stand extinguished and the shareholding of public was reduced to 1,39,903 shares of Re. 10/- (Rupee Ten Only) each aggregating to Rs. 13,99,030/- (Rupees Thirteen Lakhs Ninety Nine Thousand and thirty Only) in proportion(2:1000) to the shares already held by them on the record date which was fixed as October 03, 2025.

3. Issued & allotted to equity shares to Promoters (Successful Resolution applicants):

Further, the promoters were allotted issued and allotted 60, 00,000 (Sixty Lakh) equity shares of ^10/- (Rupees Ten) each, aggregating to ^6, 00, 00,000/- (Rupees Six Crore Only), as per approved resolution plan.

4. Issued & allotted to equity shares to Unsecured Creditors:

Pursuant to the resolution plan, issued and allotted 3, 00,000 (Three Lakh) equity shares of ^10/- (Rupees Ten) each, aggregating to ^ 30, 00, 000/- (Rupees Thirty lakh only) dated 03.10.2025.

Additionally, the Company has also issued and allotted 1,750 (One Thousand Seven Hundred Fifty) Compulsorily Convertible Debentures (CCDs) of face value ^1,00,000/- each, in accordance with the terms and conditions set out in the approved Resolution Plan.

5. LISTED SECURITIES

The Company's securities are listed on the Bombay Stock Exchange Limited ("BSE").

SUSPENSION OF TRADING OF SECURITIES

The securities of the Company are currently suspended from trading. As previously intimated, during the year the Company was undergoing the Corporate Insolvency Resolution Process (CIRP), the suspension of trading is due to non-payment of ALF and other procedural penal reason pre-CIRP.

The Company has submitted an application to BSE for the revocation of suspension approval of the trading of the securities. The said application is currently under consideration by BSE, and approval is awaited.

6. CHANGE IN MANAGEMENT AND DIRECTORS

There is a change in management of the Company post completion of CIRP Process as per direction issued by NCLT, Mumbai bench. The detail of new management has been provided elsewhere in the Annual Report.

During the year under review, Consequent to the approval of the Resolution Plan, the following are the Directors of the Company.

*As on date of director report, directors were ceased w.e.f 21.05.2026 During the year and as on date following are the Key Managerial Personnel:

*As on date of director report, Company Secretary is appointed w.e.f 15.04.2026

7. FINANCE AND ACCOUNTS:

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2026 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(losses) and cash flows for the year ended March 31, 2026.

8. DIVIDEND

The Board did not recommend any dividend for the financial year 2025-26.

9. TRANSFER TO RESERVES:

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

10. MATERIAL CHANGES AND COMMITMENTS

There are following material changes and commitments affecting financial position between the end of financial year and date of this report:

• Hon'ble NCLT Mumbai Bench has passed the order dated 18.08.2025;

• Pursuant to the approved Resolution plan that new Board is duly appointed.

• Restructuring of Share Capital as per the Approved Resolution Plan is under the process.

11. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, the Company has changed its main object from the NBFC industry to the Manufacturing industry dated 04.02.2026. Pursuant to the approval of the Resolution Plan by the Hon'ble National Company Law Tribunal, the Company is now under the control of the new management and accordingly company shifted its principle business activity from Non-Banking Financial Company (NBFC) related activities to the manufacturing, processing and dealing in various kinds of metals, including ferrous and non-ferrous metals, and allied activities.

12. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2025-26

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, audited by the present Auditor of the Company

14. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, for the year ended 31st March 2025, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and 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 as at March 31, 2025 and of the losses of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care 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) that the Directors had prepared the annual accounts on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015.The Management's discussion and analysis is presented in a separate section forming part of the Annual Report.

16. Board Meetings, Committee Meetings and General Meetings

During the Financial Year 2025-26, under CIRP process no Board Meetings were held by the company till 18th august 2025. And pursuant to that Implementation and Monitoring Committee was overseeing the process of the effective implementation of the approved resolution plan.

Post approval of the Resolution Plan by the Hon'ble National Company Law Tribunal, the Board of Directors has been reconstituted, and there were total 5 (Five) Board Meetings held dated 15.09.2025; 03.10.2025; 13.12.2025 ;12.02.2026 for consideration and approval of the various agenda items which were circulated well in advance to the Board of Directors.

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Post CIRP, Company conducted an Annual General Meeting (AGM) for the financial year 2024-25 dated 30.12.2025.

17. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that they meet the independence criteria as stipulated under Section 149(6) of the Act and the SEBI Listing Regulations. They have duly enrolled their names with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs (IICA). Also, the online proficiency self-assessment test as mandated have been undertaken by those Independent Directors of the Company who are not exempted within the prescribed timelines.

In the Board's opinion, these Independent Directors satisfy the prescribed conditions and are independent of the Management.

MEETING OF THE INDEPENDENT DIRECTORS:

As the management of the company was under the control of Resolution Professional, there was no Independent Directors Meeting held in the FY 2025-26.

FAMILIARISATION PROGRAMEE:

Due to the CIRP proceeding, the Board of the Company has been suspended and the Hon'ble NCLT appointed RP for manage the Company, so that the related provisions are not applicable on the Company during the year.

18. CONSTITUTION OF COMMITTEE

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

1. Audit Committee :

Ms. Avani Vishnubhai Patel - chairman (appointed w.e.f 21.05.2026)

Ms. Prashant Ghanshyambhai Ukani --Member Mr. Kevin Chhaganbhai Aghara—member

Mr. Manish Mahendrabhai Raval -- member (resigned w.e.f 21.05.2026)

Ms. Purvi Ramkumar Ukani—chairman (resigned w.e.f 21.05.2026)

2. Nomination and Remuneration Committee:

Ms. Kajal Ankitbhai Pambhar-- Chairman (Appointed w.e.f 21.05.2026)

Mr. Kevin Chhaganbhai Aghara—Member

Ms. Avani Vishnubhai Patel-- Member (Appointed w.e.f 21.05.2026)

Mr. Manish Mahendrabhai Raval -- Chairman (Resigned w.e.f 21.05.2026)

Ms. Purvi Ramkumar Ukani—Member (Resigned w.e.f 21.05.2026)

3. Stakeholders Relationship Committee:

Mr Kevin Chhaganbhai Aghara—Chairman (Appointed w.e.f 21.05.2026)

Mr Kuldeep Bharatbhai Khachar—Member

Ms. Avani Vishnubhai Patel-- Member (Appointed w.e.f 21.05.2026)

Mr Manish Mahendrabhai Raval -- Chairman (Resigned w.e.f 21.05.2026)

19. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our company fails in the ambit of aforesaid exemption (a); hence compliance with the provision of Corporate Governance shall not apply to the company.

Therefore, a separate Report on Corporate Governance has not been annexed to this Annual Report. However, The Company attached the Non-Applicability of Corporate Governance to the stock Exchange together with the Certificate from the Practicing Company Secretary as "Annexure No I" to this Annual report

20. RISK MANAGEMENT POLICY:

During the financial year under review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016, and the management and control of the affairs of the Company were vested with the Resolution Professional. The Board ensure to manage Risk is an integral part of our business activity for succeeding years and by default component of risk in the activities of your Company is very minimal.

The Company board & management regularly framing, reviewing & monitoring risk management plan & ensuring to mitigate the current & future risk exposure so as to safeguard company & shareholders' interest and to assure business growth with financial stability

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

22. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls. The Audit Committee reviews the adequacy and effectiveness of our internal control environment and monitors the implementation of audit recommendations. The company has a qualified and independent audit committee, where majority of directors are independent.

1. Internal Auditors

During the Period under review, no Internal Auditor appointed as the Company was undergoing Corporate Insolvency Resolution Process (CIRP) during the said period and the management of the affairs of the Company was vested with the Resolution Professional in terms of the Insolvency and Bankruptcy Code, 2016.

Further, the Board of Directors at their meeting held on Wednesday, 30th May, 2026 has appointed M/s. Dhruvan Dalwadi & Co., Chartered Accountants, Ahmedabad (FRN: 145106W) as Internal Auditors of the Company for the FY 2026-27.

2. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. S PARTH & CO, Chartered Accountants, (Firm Registration No. 154463W), were appointed as the Statutory Auditors of the Company to conduct Statutory Audit for the year ended 31st March 2026.

M/s. S PARTH & CO., Chartered Accountants, Statutory Auditors of the Company, term expiry at the ensuing Annual General Meeting. Further, the Board of Directors in its meeting held on Friday i.e. May 30, 2026, recommended the appointment of M/s. Patel Soni shah & co., Chartered Accountants (Firm Registration No. 0127904W) as the Statutory auditor of the Company for a period of five years from financial Year 2026-27 to financial year 2030-31, subject to approval of shareholders in ensuing Annual General Meeting of the company.

3. Auditors' Report

The Statutory Auditors' Report for the financial year ended 31st March, 2026 is annexed to the Financial Statements forming part of this Annual Report. The Auditor has carried out statutory Audit of the standalone financials and has issued a modified opinion (disclaimer of opinion).

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

24. REPORTING OF FRAUDS BY THE AUDITORS:

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

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Secretarial Audit of the Company for the financial year ended 31st March, 2026 was conducted by M/s. Mehul Raval & Associates, Practicing Company Secretaries. The Secretarial Audit Report issued by them is annexed herewith as "Annexure No-H" to this Report.

Further, M/s. Ronak Jhuthawat & Co. (COP: 12094), Company Secretaries, has been appointed as the Secretarial Auditors of the Company by the Board of directors at the meeting held on 30^th May, 2026, as the Secretarial Auditors of your Company for a term of five (5) consecutive years i.e. from the financial year 2026-27 to financial year 2030-31, subject to the approval of the shareholders in the ensuing Annual General Meeting.

26. RELATED PARTY TRANSACTIONS

During the year there is no related Party Transaction (RPTs), therefore form AOC-2, is not required to attach herewith.

27. ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, the Annual Return as on March 31, 2026 in Form MGT-7 is available on the website of the Company and can be accessed at https://theshivom.com/

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director (including Independent Directors) and other matters provided under section-178(3) of the Companies Act 2013, which has been displayed on the Company's website https://theshivom.com .