Shamrock Industrial Company Limited has initiated a postal ballot process to secure member approval for the appointment of M/s NGMKS & Associates, Chartered Accountants, as its new statutory auditor. This move addresses the casual vacancy created by the resignation of the previous auditor, M/s Motilal & Associates LLP.

The resolution is proposed as an Ordinary Resolution under Section 139(8) of the Companies Act, 2013. The Board of Directors recommended this appointment following the recommendation of the Audit Committee during a meeting held on October 5, 2026. The proposed auditor will hold office until the conclusion of the ensuing Annual General Meeting.

Voting Schedule and Eligibility

Shareholders can cast their votes exclusively through remote electronic voting facilitated by National Securities Depository Limited (NSDL). The voting window opens on Thursday, October 8, 2026, at 9:00 am and closes on Friday, November 6, 2026, at 5:00 pm. Members whose names appear in the Register of Members or Register of Beneficial Owners as of the cut-off date, Friday, October 2, 2026, are eligible to vote.

Auditor Profile and Terms

M/s NGMKS & Associates (FRN: 024492N) was established in January 1987 and has nearly four decades of experience in statutory audits, internal audits, taxation, and corporate advisory. The firm serves listed entities, private enterprises, and public sector undertakings across India. The remuneration for the audit services will be mutually decided between the Board and the auditor, including reimbursement of out-of-pocket expenses.

The explanatory statement confirms that none of the Directors or Key Managerial Personnel are financially interested in the resolution. The company has received written consent and eligibility certificates from Mr. Nitin Goyal, Partner at M/s NGMKS & Associates, confirming compliance with Sections 139 and 141 of the Companies Act, 2013.

Procedural Compliance

In compliance with Ministry of Corporate Affairs circulars, physical copies of the postal ballot notice are not being dispatched. The notice is sent electronically to members with registered email addresses. Mr. Dhirendra Maurya, Practicing Company Secretary, has been appointed as the Scrutinizer to ensure a fair and transparent voting process. The results, along with the scrutinizer's report, will be uploaded on the company website and communicated to BSE Limited.

Shamrock Industrial Company Limited submitted the scrutinizer's report and voting results for its 35th Annual General Meeting held on September 30, 2026. The filing confirms that two ordinary resolutions were passed with overwhelming support, reflecting a turnout of 32.46% of outstanding shares.

The company reported a net loss of ₹108.66 lakh for FY26, widening from ₹12.60 lakh in the previous year. With nil revenue from operations, the loss is attributed to costs incurred without corresponding operational inflows, as the company remains in a non-operational phase.

Voting Results and Resolution Details

The scrutinizer, CS Dhirendra Maurya of D Maurya and Associates, reported that 22 members cast votes through remote e-voting, while no members voted via e-voting during the meeting itself. A total of 27 members attended the meeting through Video Conferencing. The voting pattern indicates strong promoter alignment with management proposals, while public shareholder participation remained limited.

Breakdown by Shareholder Category

Promoter and promoter group held 1,657,740 shares and voted 100% in favour of both resolutions. Public non-institutional shareholders held 3,770,674 shares but polled only 104,112 votes, representing 2.76% of their holding. Of these public votes, 104,107 were in favour and 5 were against.

Financial Performance Context

The audited standalone financial statements adopted at the meeting highlight the absence of principal business activities. Shamrock Industrial recorded nil revenue from operations for FY26, with other income standing at approximately ₹2.58 lakh. The significant disparity between negligible income and the substantial net loss underscores the financial strain on the non-operational entity.

Operational Status and Governance

Rahul Manoj Rajani, Whole-Time Director and Chief Financial Officer, informed members that the Board did not recommend any dividend for the year under review. The management stated it is evaluating suitable business opportunities and exploring new lines of business to improve its financial position. The re-appointment of Rattan Kapoor as Managing Director and CEO was approved by shareholders.

What the Numbers Show

The voting data reveals a distinct concentration of control. Promoters voted 100% of their 1,657,740 shares in favour, securing the passage of both resolutions. Public shareholders, despite holding a majority stake of 3,770,674 shares, participated minimally, casting only 2.76% of their potential votes. This low public turnout means that promoter votes alone accounted for 94% of the total votes polled (1,657,740 out of 1,761,852), effectively determining the outcome regardless of minor dissent from the public minority.