Shyam Telecom Ltd Management Discussions

Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

INDUSTRY AND INDIAN TELECOM SECTOR

Indias telecom sector has transformed into one of the most dynamic pillars of the economy, shaping how people connect, communicate, and access services. Over the last decade, the industry has expanded at an unprecedented pace, driven by affordable tariffs, rapid mobile penetration, and the rising demand for digital connectivity. As of April 2026, India has emerged as the worlds second-largest telecommunications market. The number of total telephone subscribers in India increased from 1330.58 million at the end of March 2026 to 1337.54 million at the end of April 2026, thereby showing a monthly growth rate of 0.52%. The wireless segment accounted for 96.4% of the total telephone subscriptions in April 2026 while, the wireline accounts for 3.6%. Rural tele-density has also improved steadily, reaching 60.74% in April 2026, reflecting the industrys deepening penetration in smaller towns and villages.

India leads in several indicators, secured 1st rank in Annual investment in telecommunication services, AI scientific publications, ICT services exports and E-commerce legislation. Indias telecom sector continues to demonstrate strong momentum, with gross revenue rising from US$ 39.22 billion in FY24 to US$ 43.42 billion in FY25. The cumulative gross revenue of telecom service providers (TSPs) surpassed the one lakh crore mark in the December 2025 quarter, reaching Rs. 1.02 lakh crore, (US$ 12.06 billion) according to a report released by the sector regulator, Telecom Regulatory Authority of India (TRAI).

The country also ranks among the largest internet markets globally, with 1,092.79 million subscribers as of March 2026, underscoring its fast-growing digital ecosystem. According to a report by the GSM Association (GSMA) in collaboration with Boston Consulting Group (BCG), the Indian mobile economy is set to contribute significantly to GDP in the years ahead. Much of this growth has been enabled by liberal and reform-driven government policies, including deregulation of foreign direct investment (FDI), easier market access to telecom equipment, and a fair, competitive regulatory framework. Together, these efforts have ensured affordable services for consumers while making telecom one of the fastest-growing industries and a leading generator of employment opportunities in India.

GOVERNMENT INITIATIVES

In March 2026, The Government of India announced continued investments in digital infrastructure, including the BharatNet programme, with approximately USD 17.0 billion (Rs. 1.50 lakh crore) being deployed to connect 260,000 Gram Panchayats through high-speed broadband. The initiative is expected to strengthen rural connectivity, support nationwide 5G deployment, and establish the foundation for future 6G services.

5G services have been rolled out across all States and Union Territories and are now available in 99.9% of districts nationwide. As of February 2026, approximately 5.23 lakh 5G Base Transceiver Stations (BTSs) have been installed across the country, reflecting the rapid pace of network expansion.

The Telecom Technology Development Fund (TTDF) scheme of DoT supports indigenous telecom R&D. As of February 2026, 104 projects amounting Rs. 271 Crore approved for research and development of 6G technology.

To strengthen future readiness, the government is pushing for fiberisation of telecom towers. Currently, only 36% of towers are fiberised, and plans involve deploying 12 lakh towers across the country. This is expected to significantly enhance both rural and urban network quality.

TheUnionBudget2026-27hasallocatedRs.73,990crore(US$8.37billion)totheDepartmentofTelecommunications, with the total net outlay reaching Rs. 80,927 crore including additional funding from the Universal Service Obligation Fund (USOF), reflecting continued emphasis on rural connectivity and telecom infrastructure expansion. The

Production-Linked Incentive (PLI) scheme for telecom and networking products has been allocated Rs. 1,950 crore (US$ 220.7 million) in the Union Budget 2026-27, reflecting a slight increase from Rs. 1,944 crores in the revised estimates for 2025-26.

Independent tower companies are expected to spend Rs. 21,000 crore (US$ 2.42 billion) between FY25 and FY26 to expand rural networks and strengthen service quality in urban areas.

PERFORMANCE

The Company is strategically pursuing high-potential business avenues and is engaged in focused negotiations with key vendors to drive expansion and long-term value creation.

OPPORTUNITIES AND THREATS

The Indian telecom sector is expected to witness continued growth in FY 2026-27, supported by rapid technological advancements, increasing digital adoption, and sustained government and policy support. Key opportunities include the accelerated rollout of 5G networks, growing investments in 6G research and development, expansion of satellite-based connectivity, and rising demand for enterprise-grade digital and communication solutions. These developments are likely to create new revenue streams, improve connectivity, and enable telecom operators to diversify their service offerings.

However, the sector also faces several challenges. High capital expenditure requirements, regulatory and compliance complexities, intense competition, and pricing pressures may constrain profitability and financial flexibility. In addition, the rapidly evolving threat landscape, including cybersecurity risks, data privacy concerns, and network vulnerabilities, requires continuous investment in resilient infrastructure and security measures. Balancing technological investments with sustainable returns while managing regulatory and competitive pressures will remain critical for the sector during FY 2026-27.

ROAD AHEAD / OUTLOOK

The telecom sector is expected to maintain its growth momentum in FY 2026-27, supported by rapid digitalisation, increased data consumption, and strong policy impetus. The ongoing 5G rollout across urban and rural areas will enable advanced applications in IoT, AI, AR/VR, autonomous systems, and Industry 4.0. Progressive developments in 6G research, network slicing, and edge computing are likely to redefine service delivery models and open new revenue streams.

The Indian Government is planning to develop 100 smart city projects, and IoT will play a vital role in developing these cities. Indians downloaded over 24.3 billion apps on their mobiles in 2024 as compared to 25.6 billion downloads in 2023. A major force behind meeting the telecom industrys present and future technological needs is the Atmanirbhar Bharat programme. There had been UPI a push towards developing indigenous 5G technology to help India move towards 5G rapidly. India is also planning for 6G in advance and started investing in the development of 6G technology already.

Government-led infrastructure initiatives, coupled with private sector investments in fiber networks and satellite-based communication, will enhance connectivity in remote regions, fostering greater digital inclusion. Rising demand for enterprise-grade and captive networks will create opportunities in manufacturing, logistics, healthcare, and smart city projects.

However, operators will need to address key challenges, including substantial capital expenditure requirements, competitive pricing pressures, evolving regulatory frameworks, and heightened cybersecurity risks. Strategic focus on technology innovation, network efficiency, sustainability, and customer-centric offerings will be critical for long-term competitiveness.

Overall, the sectors outlook remains positive, with strong growth prospects driven by convergence of next-generation technologies, expanding rural reach, and an increasingly digital economy.

RISKS AND CONCERNS

The primary risks and concerns for the telecom sector in 2026 centre on cybersecurity, AI-driven change, business transformation missteps, evolving regulation, high costs, talent shortages, and sustainability pressures.

Key risks include:

Cybersecurity and Data Privacy: Security is identified as the top risk, exacerbated by generative AI (GenAI) adoption and increasing cyberattacks, particularly DDoS attacks and data breaches. Customer concerns about how AI is used and data is governed are high.

Ineffective Transformation and AI Challenges: The push for digital transformation through new technologies-especially AI, automation, and software-based networks-creates risks if telcos fail to implement them effectively or choose the wrong strategies and partners.

Talent Shortages and Culture Management: Finding and keeping skilled talent, particularly with AI and advanced network expertise, is increasingly difficult. Issues with organizational culture and inadequate upskilling also hamper transformation.

Financial Strain and High Debt: High costs for spectrum licenses and network investments, combined with low average revenue per user (ARPU), limit telcos ability to invest in next-generation infrastructure, raising sustainability concerns.

Regulatory Complexity and Policy Shifts: Telcos face stricter, rapidly evolving regulations on data protection, AI, and competition (e.g., GDPR, EU AI Act). The need to adapt quickly to new compliance requirements is a growing burden.

Network Strain and Infrastructure Scaling: AI-powered applications are increasing data traffic, potentially outpacing the ability of 5G and new other networks to scale reliably, risking service disruptions and outages.

Business Model Disruption: Pressure to adopt asset-light strategies, split retail and wholesale operations, and adapt to new competition, including hyperscalers, satellite companies, and MVNOs, threaten traditional telco roles.

Sustainability Pressures: The industry must transition to renewable energy, lower emissions, and manage climate-related risks to infrastructure, as shareholders and regulators increase their focus on ESG (Environmental, Social, Governance) concerns.

Customer Trust: Declining consumer trust, if privacy, transparency, and responsible AI usage are not clearly addressed, could lead to reputational harm and regulatory penalties

HUMAN RESOURCES

The Company deeply values and recognizes the contributions of its employees, who serve as the driving force behind its growth and success. We remain committed to attracting, nurturing, and retaining talent by providing opportunities for career advancement, job enrichment, and empowering individuals to take ownership of their responsibilities. With the belief that our workforce is our most valuable asset, we foster a positive and inclusive environment that promotes collaboration, innovation, and continuous improvement. This approach not only enhances employee engagement and satisfaction but also strengthens overall organizational productivity

INTERNAL FINANCIAL CONTROLS

The Board confirms that the Company has established and maintained an adequate and effective framework of internal financial controls commensurate with the size and nature of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information, in compliance with applicable laws and regulations.

The framework is supported by documented policies, standard operating procedures, and a defined delegation of authority, enabling swift yet responsible decisionmaking while ensuring accountability at all levels. The Internal Audit function, operating independently of management, periodically reviews the adequacy and effectiveness of these controls and provides recommendations for improvement.

During the financial year 2025-26, M/s. D R & Associates, Chartered Accountants , acted as the Internal Auditors of the Company and have been reappointed for the financial year 2026-27. Their independent reviews have confirmed adherence to established controls, alignment with regulatory requirements, and reinforcement of governance best practices.

The Board further affirms that the Company remains committed to strengthening its internal financial control framework through continuous monitoring, periodic assessments, and timely enhancements to address evolving business risks and compliance obligations.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL ERFORMANCE

The financial performance of the Company for the financial year ended 31 st March, 2026, as compared to the previous year, is presented below. Detailed information is provided in the Balance Sheet, Statement of Profit and Loss, and other accompanying financial statements forming part of this Annual Report:

(Rupees in Lacs)

PARTICULARS	Financial Year 2025-26*	Financial Year 2024-25*
A. Revenue from Operations	-	-
B. Other Income	38.24	13.86
C. Total (A + B)	38.24	13.86
D. Total Expenses	539.99	187.73
E. Profit / (Loss) before Exceptional Items and Tax	(501.75)	(173.87)
F. Exceptional Items/Loss\u2013Discontinuing Operations	-	-
G. Profit / (Loss) Before Tax	(501.75)	(173.87)
H. Less: Tax	0.28	9.88
I. Net Profit (F G)	(502.03)	(183.75)
J. Other Comprehensive Income / (Loss)	(2.06)	(1.06)
K. Total Comprehensive Income (H + I)	(499.97)	(184.81)

During the financial year 2025-26, the Company did not record any revenue from operations, consistent with the previous financial year.

Other Income increased significantly to 38.24 Lakhs (Previous Year: 13.86 Lakhs), primarily driven by higher interest income and increased miscellaneous receipts.

Total Expenditure rose sharply to 539.99 Lakhs as against 187.73 Lakhs in FY 2024 25. The increase was mainly attributable to higher finance costs and administrative expenses incurred during the year.

Consequently, the Company reported a Loss before Exceptional Items and Tax of 501.75 Lakhs compared to 173.87

Lakhs in the previous year. Despite the absence of operating revenue, this reflects a deterioration in financial results due to the substantial rise in expenditure.

No exceptional items were recorded during FY 2025-26 and FY 2024-25.

After accounting for tax expenses (including deferred tax), the Company reported a Net Loss of 502.03 Lakhs (Previous Year: 183.75 Lakhs).

Other Comprehensive Income stood at 2.06 Lakhs (Previous Year Loss: 1.06 Lakhs), resulting in a Total Comprehensive Loss of 499.97 Lakhs as compared to 184.81 Lakhs in FY 2024 25.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AS COMPARED TO THE PREVIOUS YEAR

Ratio s	2025-26	2024-25	Reason for Significant (25%) Change
Debtors Turnover	NA	NA	No Sale during the reporting year
Inventory Turnover	NA	NA	No Sale during the reporting year
Interest Coverage Ratio	NA	NA	NA
Current Ratio	0.01	0.34	No Sale during the reporting year
Debt-Equity Ratio	(1.38)	(1.63)	NA
Operating Profit Margin (%)	NA	NA	No Sale during the reporting year
Net profit Margin (%)	NA	NA	No Sale during the reporting year

DISCLOSURE OF ACCOUNTING TREATMENT

The Companys Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, and other applicable provisions of the Companies Act, 2013, as amended from time to time. The Financial Statements have been prepared in compliance with the applicable statutory and regulatory framework and reflect the Companys commitment to maintaining the highest standards of transparency, consistency, and integrity in financial reporting.

The Financial Statements have been prepared on a going concern basis, in accordance with the historical cost convention, except where otherwise required or permitted under the applicable Ind AS, and following the accrual basis of accounting. This approach ensures that income and expenses are recognised in the appropriate accounting periods and that the Financial Statements present a true and fair view of the Companys financial position, financial performance, and cash flows.

In accordance with Section 2(41) of the Companies Act, 2013, the Company follows a consistent financial year commencing on 1 st April and ending on 31 st March of the subsequent year for the purposes of statutory reporting, financial disclosures, and regulatory compliance.

CAUTIONARY STATEMENT

This Management Discussion and Analysis (MD&A) may contain certain statements concerning the Companys objectives, expectations, projections, strategies, and future plans that constitute forward-looking statements within the meaning of applicable laws and regulations. Such statements are based on the Companys current assumptions, estimates, assessments, and beliefs, which management considers reasonable as of the date of preparation. However, forward-looking statements are inherently subject to risks, uncertainties, and assumptions, and actual results, performance, financial condition, or achievements may differ materially from those expressed or implied by such statements.

These risks and uncertainties may include, but are not limited to, changes in economic and business conditions; fluctuations in market demand and supply; volatility in input costs and prices; climatic conditions and variations; natural disasters; technological and operational developments; changes in applicable laws, government policies, regulations, and taxation regimes; geopolitical and market developments; and other factors beyond the Companys reasonable control.

The Company does not undertake any obligation to update, revise, or publicly disclose any forward-looking statements, whether as a result of new information, future events, changes in circumstances, or otherwise, except where required under applicable laws or regulations. Accordingly, readers are cautioned not to place undue reliance on such statements. Neither the Company nor its management assumes any responsibility or liability for any loss, damage, cost, or other consequence arising directly or indirectly from reliance on, or decisions made based on, any forward-looking statements contained herein.

For and on Behalf of the Board of Directors

Shyam Telecom Limited

Sd/- Sd/-

Ajay Khanna Alok Tandon Director Director DIN: 00027549 DIN: 00027563

Place: New Delhi Date: 11 th August, 2026

Annexure-IV

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V, Para C, Sub-Clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members of Shyam Telecom Limited

(CIN: L32202RJ1992PLC017750)

Shyam House, Plot No. 3, Amrapali Circle, Vaishali Nagar, Jaipur, Rajasthan-302021, India

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Shyam Telecom Limited having CIN: L32202RJ1992PLC017750 and having registered office at Shyam House, Plot No. 3, Amrapali Circle, Vaishali Nagar, Jaipur, Rajasthan-302021, India (hereinafter referred to as the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V, Para-C, Sub-Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in ) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company for the Financial Year ending on 31 st March, 2026 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Soniya Gupta & Associates Company Secretaries

Sd/-Soniya Gupta Proprietor M. No.: FCS 7493 COP No.: 8136 PRFRN: 1548/2021 UDIN: F007493H001158654 Date: 11 th August, 2026 Place: New Delhi

COMPLIANCE CERTIFICATE

(Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Board of Directors, Shyam Telecom Limited

We, Ajay Khanna, Managing Director and Vinod Raina, Chief Financial Officer of the company hereby certify to the Board that:

a. We have reviewed Financial Statements and the Cash Flow Statement for the financial year ended 31 st March, 2026, and to the best of our knowledge and belief we are in a position to say that:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. these statements together present a true and fair view of the Company s affairs and are in compliance with existing accounting standards, applicable laws and regulations. b. To the best of our knowledge and belief, no transactions entered into by the Company during the financial year which are fraudulent, illegal or in violation of the Companys code of conduct.

c. We accept full responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control system of the Company pertaining to financial reporting and state that there is no deficiency in design and operation of the internal control system.

d. We have intimated the auditors and the audit committee

i. that no changes took place financial year ending the internal control over reporting during the 31 st March, 2026. ii. that no changes in the accounting policies have been made during the financial year. iii. there were no frauds committed in the company in which the management was involved

By order of the Board of Directors For Shyam Telecom Limited

Sd/- Sd/-Ajay Khanna Vinod Raina

(Managing Director) (Chief Financial Officer)

Date: 11 th August, 2026 Place: New Delhi

Annexure-VI

DECLARATION BY MANAGING DIRECTOR FOR COMPLIANCE WITH CODE OF CONDUCT

I, Ajay Khanna, Managing Director of Shyam Telecom Limited, under pursuant to the requirements of Regulation 34(3) read with Schedule V (Part D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereby declare and confirm that:

All Members of the Board of Directors and all Senior Management Personnel of the Company have, for the financial year ended 31 st March, 2026, affirmed compliance with the provisions of the Code of Conduct for Members of the Board of Directors and Senior Management Personnel as duly adopted by the Company.

This declaration is being made in compliance with the aforesaid provisions and forms part of the Annual Report of the Company for the financial year ended 31 st March, 2026.

For & on the behalf of Board of Directors Shaym Telecom Limited

Sd/-Ajay Khanna DIN: 00027549 Managing Director Date: 11 th August, 2026 Place: New Delhi

Annexure-VII

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

To,

The Members of Shyam Telecom Limited

(CIN: L32202RJ1992PLC017750)

Shyam House, Plot No. 3, Amrapali Circle, Vaishali Nagar, Jaipur, Rajasthan-302021, India

I have examined the compliance of the conditions of Corporate Governance by Shyam Telecom Limited (the Company) for the year ended on March 31, 2026, as stipulated under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of the conditions of Corporate Governance is the responsibility of the management. My examination was limited to procedures and implementation thereof, as adopted by the Company for ensuring compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of our information and according to the explanations given to me, I certify that the Company has complied with the:

a) All the mandatory conditions of Corporate Governance as stipulated in the provisions as specified in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) All mandatory conditions of Clause 49 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Soniya Gupta & Associates Company Secretaries

Sd/-Soniya Gupta (Proprietor) M. No.: FCS 7493 COP No.: 8136 PRFRN: 1548/2021 UDIN: F007493H001158687 Date: 11 th August, 2026 Place: New Delhi