Shyam Telecom Ltd Directors Report

DIRECTORS REPORT

To

The Members

The Board of Directors of your Company is pleased to present the 32^nd Annual Report, containing a detailed account of the business operations and activities of the Company, together with the audited financial statements for the financial year ended 31^st March, 2025.

FINANCIALHIGHLIGHTS

In accordance with the provisions of the Companies (Accounts) Rules, 2014, the key financial results and performance indicators of the Company for the year ended 31^st March, 2025, are summarised below:

	(Rupees in Lacs)
PARTICULARS	Financial Year	Financial Year
	2024-25*	2023-24*
A. Revenue from Operations	-	-
B. Other Income	13.86	15.80
C. Total (A + B)	13.86	15.80
D. Total Expenses	187.73	299.92
E. Profit/(Loss) before Exceptional Items and Tax	(173.87)	(284.12)
F. Exceptional Items/Loss-Discontinuing Operations	_	6.76
G. Profit/(Loss) Before Tax	(173.87)	(290.88)
H. Less: Tax	9.88	21.67
I. Net Profit (F - G)	(183.75)	(312.55)
J. Other Comprehensive Income/(Loss)	(1.06)	(7.91)
K. Total Comprehensive Income (H + I)	(184.81)	(320.46)

*Figures are as per IndAS

STATE OF AFFAIRS OF THE COMPANY

During the year under review, the Company did not record any revenue from operations, consistent with the previous financial year. Other Income stood at 13.86 Lakhs as against 15.80 Lakhs in the previous year, reflecting a marginal decline primarily attributable to lower interest income and reduced miscellaneous receipts.

Total expenditure for FY 2024-25 amounted to 187.73 Lakhs (Previous Year: 299.92 Lakhs), marking a significant reduction of approximately 37%, primarily due to effective control over finance costs and administrative expenses.

As a result, the Loss before Exceptional Items and Tax was 173.87 Lakhs, as compared to 284.12 Lakhs in the previous year. No exceptional items were recorded during FY 2024-25, whereas FY 2023-24 included an exceptional loss of 6.76 Lakhs on account of discontinuance of certain operations.

After accounting for tax expenses (including deferred tax), the Company reported a Net Loss of 183.75 Lakhs during FY 2024-25, as against 312.55 Lakhs in the previous year. Other Comprehensive Loss stood at 1.06 Lakhs (Previous Year: 7.91 Lakhs), resulting in a Total Comprehensive Loss of 184.81 Lakhs as compared to 320.46 Lakhs in FY 2023-24.

SHARE CAPITAL

As on 31^st March, 2025, the Authorised Share Capital of the Company stands at 75,00,00,000/- (Rupees Seventy-Five Crore only), comprising 5,00,00,000 (Five Crore) Equity Shares of Rs.10/- each and 25,00,000 (Twenty-Five Lakh) Redeemable Preference Shares of Rs.100/- each. The Paid-up Share Capital is Rs. 11,27,00,000/- (Rupees Eleven Crore Twenty-Seven Lakh only), consisting of 1,12,70,000 (One Crore Twelve Lakh Seventy Thousand) Equity Shares of Rs. 10/- each, fully paid-up.

DIVIDEND

No Dividend was recommended for the financial year 2024-25 due to consistent losses incurred by the Company.

TRANSFER TO RESERVES

Due to the losses incurred by the Company in the financial year 2024-25, there are no profits available for allocation to the General Reserve.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY

The Company did not have any Subsidiary, Associate, or Joint Venture Company during the year under review. It is pertinent to note that the Company previously had a foreign subsidiary, Shyam Telecom Inc., incorporated under the laws of the State of Delaware, United States of America. This subsidiary was dissolved with effect from 22^nd December, 2015. Accordingly, the provisions relating to the preparation and presentation of Consolidated Financial Statements under the Companies Act, 2013, are not applicable to the Company.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of the provisions of Section 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 or any amendment thereto.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS

The Board of Directors ("Board") of your Company is duly constituted and is in full compliance with the provisions of the Companies Act, 2013 ("the Act"), including the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

As on the date of this Report, the Board comprises (6) Six Directors, maintaining an optimum balance between Executive and Non-Executive Directors as prescribed under Regulation 17(1) of the Listing Regulations and Section 149 of the Act. The Board includes (5) Five Non-Executive Directors, of which (2) Two are Independent Directors appointed in accordance with the criteria specified under Section 149(6) and Schedule IV of the Act, (1) One Independent Woman Director pursuant to Section 149(1) and Regulation 17(1A) of the Listing Regulations, and (2) two Non-Executive Non-Independent Directors, reflecting the Companys commitment to ensuring board independence and effective governance.

S. No.	Name of Directors	Designation	Changes in Directorship during the Financial Year 2024-25
1.	Mr. Rajiv Mehrotra*	Chairman and Director	Continuing as per provisions of Section 152 of the Act
2.	Mr. Ajay Khanna	Managing Director	Re-appointed as Managing Director w.e.f. 10th May, 2024 in accordance with the provisions of Sections 196, 197, 198, and 203 read with Schedule V of the Act and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirmed by shareholders at the 31stAnnual General Meeting ("AGM") held on 31st July, 2024.
3.	Mr. Alok Tandon	Non-Executive Director	Continuing as per provisions of Section 152 of the Act
4.	Mr. Vinod Juneja	Independent Director	ceased to be a Independent Director effective 10ftMay, 2024, upon completion of his term, pursuant to Section 167(1) of the Act.
5.	Mr. Arun Kumar Khanna	Non-Executive Director	ceased to be a Director effective 10th May, 2024, upon completion of his term, pursuant to Section 167(1) of the Act.
6.	Mr. Rakesh Malhotra	Independent Director	ceased to be an Independent Director effective 27th September, 2024, upon completion of his term, pursuant to Section 167(1) of the Act.
7.	Ms. Nishi Sabharwal	Independent Women Director	ceased to be an Independent Director effective 30th September, 2024, upon completion of his term, pursuant to Section 167(1) of the Act.
8.	Ms. Chhavi Prabhakar	Independe nt Women Director	Continuing as per provisions of Section 149 of the Act and Regulation 17(1A) of Listing Regulations appointed as an Independent Director w.e.f. 10th May, 2024, pursuant to Sections 149 and 161(1) of the Act, and his appointment was confirmed at the 31stAnnual General Meeting convened on 31stJuly, 2024.
9.	Mr. Devesh Bhargava	Independent Director
10	Mr Sunil Rai	Independent Director	Mr. Sunil Rai was appointed as an Independent Director w.e.f. 19th September, 2024, pursuant to Sections 149 and 152 of the Act, and his appointment was confirmed by the Shareholders of the Company through Postal Ballot vide intimation made to the stock exchanges on 16th December, 2024

*Re-appointment of Director Retire by Rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014, at least two-thirds of the total number of Directors of the Company are liable to retire by rotation, of which at least one-third shall retire at each Annual General Meeting ("AGM"). In accordance with these provisions, Mr. Rajiv Mehrotra (DIN: 00035766) is due to retire by rotation at the ensuing 32^nd AGM and, being eligible, has offered himself for re-appointment.

In compliance with Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and Secretarial Standard-2 ("SS-2") issued by the Institute of Company Secretaries of India, the requisite details of the Director proposed for reappointment, including his qualifications, experience, and other disclosures as mandated, are provided in the Notice convening the 32^nd AGM.

A resolution seeking the approval of the Members for the re-appointment of Mr. Rajiv Mehrotra is included in the Notice of the 32^nd AGM, which forms part of this Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 ("the Act"), the Key Managerial Personnel ("KMP") of the Company as of 31^st March, 2025, are as follows:

1. Mr. Ajay Khanna, Managing Director

2. Mr. Vinod Raina, Chief Financial Officer

3. Ms. Kamini, Company Secretary & Compliance Officer

Further, none of the Directors or KMP of the Company is disqualified under the relevant provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Ms. Kirti Kesarwani, Company Secretary and Compliance Officer, tendered her resignation, which was duly accepted by the Board. She was relieved of her duties with effect from the close of business hours on 5^th October, 2024. Subsequently, Ms. Kamini was appointed as Company Secretary and Compliance Officer with effect from 4^th January, 2025pursuant to the approval of the Board in accordance with provisions of Section 179 and 203 of the Companies Act, 2013 read with rules made thereunder.

Further, regarding the change in KMPs, all relevant disclosures as required under Schedule III of the SEBI Listing Regulations read with circular bearing reference number- SEBI/HO/CFD/CFD-PoD2/CIR/P/0155 dated November 11,2024 has been made to respective Stock Exchanges.

INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013 ("the Act"), the Independent Directors of the Company have submitted declarations affirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, the rules promulgated thereunder, and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There has been no change in circumstances that could materially affect their status as Independent Directors.

In compliance with the provisions of the Act and the Listing Regulations, the Independent Directors have undertaken the performance evaluation of the Non-Independent Directors, the Board as a collective body, the Chairman of the Company, and have assessed the quality, content, and timeliness of the information flow between the Management and the Board pursuant to the Companys established performance evaluation framework.

The Company has received annual declarations from all Independent Directors reaffirming their continuing compliance with the independence criteria prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations.

On the basis of the declarations received and the performance evaluations conducted, the Board, pursuant to its fiduciary duties, is of the considered opinion that all the Independent Directors continue to fulfill the statutory and regulatory conditions for appointment and re-appointment as Independent Directors on the Board of the Company.

Further, the Board certifies that all Independent Directors possess the requisite qualifications, attributes of integrity, expertise, and experience as required to be disclosed under Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014, and are competent to discharge their duties in accordance with applicable laws and regulations.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-25, the Board of Directors of the Company duly convened (5) Five meetings on 10^th May, 2024; 12^th August, 2024; 19^th September, 2024; 11^th November, 2024; and 6^th February, 2025. The gap between consecutive meetings was in compliance with the requirements prescribed under the Companies Act, 2013, ensuring adherence to the statutory provisions governing the minimum number and frequency of Board meetings.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company, prepared in the prescribed Form MGT-7, is available on the Companys website and can be accessed at the following link: https://shvamtelecom.com/investor-relations/.

TRANSFER OF SHARES IN RESPECT OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY

In accordance with the provisions of the Companies Act, 2013 and the Investor Education and Protection Fund (IEPF) Rules, details of shareholders whose shares, along with unpaid dividends, have been transferred to the IEPF Authority are made available on the websites of both the Company and the IEPF Authority.

Shareholders are hereby informed that the unclaimed dividend and the corresponding shares, including all benefits accruing thereon, if any, transferred to the IEPF Authority can be reclaimed only by following the procedure prescribed under the IEPF Rules.

FAMILIARISATION PROGRAMME MODULE

The Company ensures that Independent Directors are thoroughly acquainted with the Companys business and governance framework. The programme includes providing a comprehensive overview of the Companys background, the roles, rights, and responsibilities of Independent Directors, the nature of the industry in which the Company operates, and its operational dynamics. Additionally, Independent Directors are apprised of key Company policies, including the Code of Conduct applicable to Board Members and Senior Management Personnel.

The Familiarisation Programme Module for Independent Directors has been formally adopted by the Board of Directors. Details of the familiarisation initiatives undertaken during the year are disclosed on the Companys website at www.shvamtelecom.com. in compliance with Regulation 46(2)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company is committed to conducting its affairs with utmost fairness, transparency, and accountability, adhering to the highest standards of professionalism, honesty, integrity, and ethical conduct. To promote a culture of openness where Directors and employees can freely and securely report genuine concerns or grievances, the Company has established a Vigil Mechanism in accordance with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 177(9) of the Companies Act, 2013, and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.

The Vigil Mechanism ensures direct access to the Chairman of the Audit Committee for Directors and employees to report any concerns related to unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct. The Company affirms that no Director or employee was denied access to the Chairman of the Audit Committee during the financial year under review, and no complaints were received through this mechanism.

The detailed Vigil Mechanism/Whistle Blower Policy is available on the Companys website and can be accessed at the following link: https://shvamtelecom.com/investor-relations/.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & RED RESSAL) ACT, 2013

The Company maintains a strict policy of zero tolerance towards any form of sexual harassment at the workplace. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Act") and the Rules framed thereunder, the Company has adopted a robust Policy on Prevention, Prohibition, and Redressal of Sexual Harassment. An Internal Complaints Committee ("ICC") has been duly constituted at all workplaces and offices to ensure effective implementation of the said policy and to provide a safe and secure environment for all employees. The policy is applicable to all employees of the Company, including permanent, contractual, temporary, and trainees.

The Company affirms its commitment to providing a workplace free from discrimination, intimidation, and harassment, and ensures prompt and impartial redressal of any complaints received in accordance with the provisions of the Act.

Details regarding the Companys compliance with the Act are set forth in the Corporate Governance Report, which forms an integral part of this Annual Report.

Particulars	Number
a) Number of complaints of sexual harassment received in the year
b) Number of complaints disposed off during the year	NIL
c) Number of cases pending for more than ninety days

POLICY ON INSIDER TRADING

Your Company has a Code of Conduct for Prevention of Insider Trading as well as Code of Practices and Procedures and Code of Conduct to Regulate, Monitor and Report Trading in Securities and Fair Disclosure of Unpublished Price Sensitive Information with a view to regulate trading in Securities by the Directors and Designated employees of the Company in line with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

i) in the preparation of the Annual Accounts for the year ended 31^st March 2025, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

ii) the Directors have 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 the affairs of the Company as at 31^st March, 2025 and of the profit/ loss of the Company for the year ended as on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in the accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.

v) the directors had laid down Internal Financial Controls which are followed by the Company and that such Internal Financial Controls are adequate and are operating effectively.

vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS OF THE COMPANY

a) Statutory Auditor

In terms of the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014, M/s Padam Dinesh & Co. Chartered Accountants, (Firm Registration No. 009061N), was appointed as Statutory Auditor of the Company for the period of 5 (Five) consecutive years i.e. commencing from the conclusion of 29^th Annual General Meeting till the conclusion of 34^thAnnual General Meeting to be convened in the financial year 2027-28.

The Auditors Report for the financial year 2024-25 does not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer(s). The observations of Statutory Auditor in its reports on standalone financials are selfexplanatory and therefore, do not call for any further comments.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Act during the year under review.

The Auditors Report is enclosed with the financial statements for the financial year 2024-25 forms the part of this Annual Report. Further, the Auditor did not report any fraud during the year.

b) Secretarial Auditor

The Securities and Exchange Board of India ("SEBI"), vide the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, notified on December 12, 2024 and effective from April 1, 2025, has substituted Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The amended regulation mandates that the Secretarial Auditor of a listed entity shall be appointed by the shareholders at a general meeting, based on the recommendation of the Audit Committee and approval of the Board of Directors, for a fixed term.

In consonance with the aforesaid amendment and pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to annex a Secretarial Audit Report with its Boards Report, issued by a Practicing Company Secretary holding a valid Certificate of Peer Review from the Institute of Company Secretaries of India (ICSI).

Accordingly, the Audit Committee and the Board recommend to the members of the Company, the appointment of M/s. A.N. Kukreja & Co., Practicing Company Secretaries, holding a valid certificate of peer review issued by the Institute of Company Secretaries of India as Secretarial Auditor for (5) Five consecutive financial years commencing from financial year 2025-26 to financial year 2029-30, on such annual remuneration (in addition to applicable taxes and reimbursement of out-of-pocket expenses) as may be determined by the Board of Directors in consultation with the Secretarial Auditor.

Furthermore, the Secretarial Auditor Report for the financial year 2024-25 as given by M/s. A.N. Kukreja & Co. in prescribed form MR-3 is annexed as "Annexure-I".

c) Cost Auditor

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, maintenance of cost records as specified by the Central Government is not applicable to the Company. Consequently, no Cost Auditor was appointed for the financial year under review.

d) Internal Auditors

Pursuant to the express provisions of Sections 179 and 138 of the Companies Act, 2013, and upon the unequivocal recommendation of the Audit Committee, the Board of Directors of the Company, at its meeting held on 27^th May, 2025, unanimously resolved to re-appoint M/s D R & Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26. M/s D R & Associates, having performed the internal audit function for the preceding financial year with due diligence, shall continue to conduct a rigorous and exhaustive internal audit of all functions and activities of the Company, ensuring adherence to all applicable laws, regulations, and internal policies.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure-II" which forms the part of this Annual Report. None of the employees of the company are related to any Director of the Company.

RELATED PARTY TRANSACTIONS

During the financial year ended 31^st March, 2025, all transactions with Related Parties, as defined under the Companies Act, 2013 and the rules promulgated thereunder, were undertaken strictly in the ordinary course of business and on an arms length basis. There were no materially significant Related Party Transactions, which could potentially give rise to a conflict of interest with the Company.

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Related Party Transactions were duly placed before the Audit Committee for prior approval, in compliance with the prescribed regulatory framework.

The Related Party Transactions Policy, as duly approved by the Board of Directors, has been uploaded on the Companys official website for public access. The particulars of Related Party Transactions, as mandated under Accounting Standard (AS) 18, are detailed in Note No. 29 to the Financial Statements, forming an integral part of this Annual Report. Additionally, the statement containing particulars of contracts or arrangements with related parties in Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as "Annexure-III " and forms part of this Annual Report.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the details regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo are provided below:

i. Conservation of Energy

Given the nature of the Companys business, energy consumption does not constitute a significant cost. Nonetheless, continuous efforts are made to conserve energy and reduce power costs wherever feasible. No capital expenditure on energy conservation equipment was incurred during the year due to normal energy usage. Key initiatives include:

• Encouraging switching off lights, air conditioners, and PCs when not in use, and setting air conditioners at higher temperatures to reduce consumption.

• Installation of various energy-saving electrical devices.

• Controlling usage of other electrical equipment.

ii. Technology absorption

Considering the nature of the business, the Company does not currently utilize any technology requiring absorption.

iii. Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings during the financial year 2024-25, as the Company did not undertake any export sales.

The foreign exchange outgo for the year was nil

RISK MANAGEMENT FRAMEWORK

The Company has implemented a robust risk management framework, including the identification and assessment of risks that may potentially impact the existence or operations of the Company. Appropriate measures have been taken to mitigate and manage such risks effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report ("MDAR") for the financial year ended 31^st March 2025, prepared in accordance with Regulation 34 read with Schedule V of the Listing Regulations, is presented in a separate section and forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility ("CSR") Committee to oversee and facilitate CSR initiatives and compliance.

Pursuant to the applicable provisions of the Act, your Company is not required to undertake any expenditure on CSR activities during the financial year under review.

The constitution and composition of the CSR Committee are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013 and Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board is of the opinion that the Company has established and maintained an adequate internal financial control system commensurate with the size and complexity of its operations.

Such internal controls provide reasonable assurance regarding the reliability of financial reporting, effectiveness and efficiency of operations, safeguarding of assets against unauthorized use or loss, and compliance with applicable laws, rules, and internal policies.

The Board further confirms that the internal financial control framework is subject to periodic evaluation and testing through the Internal Audit function. In this regard, M/s D R & Associates, Chartered Accountants, were re-appointed as the Internal Auditors for the financial year 2024-25. The Internal Audit Reports prepared by them are placed before the Audit Committee of the Board, which reviews the adequacy and effectiveness of the internal audit function and ensures that appropriate corrective actions and controls are implemented.

The Audit Committee monitors and oversees the adequacy of the internal financial controls and internal audit processes to safeguard the interest of the Company and its stakeholders.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Nomination and Remuneration Policy.

The Policy, recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, lays down the criteria and framework for identifying persons qualified to become Directors and Key Managerial Personnel ("KMP"), as well as the policy relating to their appointment, remuneration, evaluation, and removal, including determination of independence and positive attributes of Directors in accordance with the Act and Listing Regulations.

The principal terms and conditions of the Nomination and Remuneration Policy, encompassing the appointment, remuneration (including performance-linked incentives), and other related governance aspects of Directors and senior management personnel, are detailed in the Corporate Governance Report, which forms an integral part of this Annual Report.

The policy is also accessible on the Companys website at https://shvamtelecom.com/investor-relations/.

CORPORATE GOVERNANCE

The Company is committed to upholding the highest standards of Corporate Governance and ensuring compliance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time. The Company has also voluntarily adopted various internationally recognized best practices in Corporate Governance to enhance transparency, accountability, and stakeholder value.

Pursuant to Regulation 34(3) read with Schedule V(C) of the SEBI Listing Regulations, a comprehensive Report on Corporate Governance is annexed to this Annual Report. The Report includes disclosures relating to the Companys compliance with the Corporate Governance provisions stipulated under the Listing Regulations.

Further, in accordance with the requirements of Regulation 34(3) of the SEBI Listing Regulations, a certificate from Ms. Soniya Gupta, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance, is appended to the said Report.

BOARD ANNUAL EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"), including Section 134(3)(p), Section 149, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors has conducted its annual performance evaluation for the financial year under review. The evaluation encompassed the performance of the Board as a whole, its Committees, and individual Directors, as mandated under the Act and Listing Regulations.

The evaluation process involved obtaining inputs from all Directors on the Boards composition and structure, effectiveness of board processes, quality and timeliness of information provided, and overall functioning of the Board.

The performance of the Board Committees was assessed by the Board based on feedback from Committee members, focusing on the adequacy of Committee composition, effectiveness of meetings, and discharge of delegated responsibilities.

The criteria and methodology adopted for the evaluation were in accordance with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India ("SEBI") on 5^th January, 2017, as well as relevant provisions under the Act and Listing Regulations.

A separate meeting of the Independent Directors was convened, as prescribed under Regulation 25(4) of the Listing Regulations read with Schedule IV of the Act, to evaluate the performance of Non-Independent Directors, the Board as a whole, and the Chairman, considering the views of Executive and Non-Executive Directors.

Further, the Board, in consultation with the Nomination and Remuneration Committee, reviewed the performance of individual Directors based on parameters such as preparedness for meetings, constructive and meaningful participation, and overall contribution to the functioning of the Board and its Committees.

The Board is satisfied with the overall performance and functioning as evaluated under this process and affirms that the evaluation exercise was carried out in compliance with the statutory requirements.

FINANCE AND BORROWINGS

During the financial year under review, the Company has not availed any loans or borrowings from any banks, financial institutions, or other sources.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, guarantees provided, and investments made by the Company, as required under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2024-25, are disclosed in the Notes to the Financial Statements, which form part of this Annual Report.

CHANGE IN NATURE OF BUSINESS

The Company is primarily engaged in the business of trading of Mobile accessories in India and there is no such change in the business operation of the Company during the financial year 2024-25.

SIGNIFICANT AND MATERIAL LITIGATIONS/ORDERS

During the year, there was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

MATERIAL CHANGES AND COMMITMENTS

There have been no significant changes or commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, the Company has complied with all applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1), issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company hereby confirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961 ("the Act") and the rules made thereunder during the financial year under review. In accordance with Section 5 of the Act, the Company has granted maternity leave and ensured payment of maternity benefits to all eligible women employees.

Further, the Company has adhered to the provisions relating to nursing breaks under Section 11 of the Act and has provided a conducive and supportive environment for working mothers as mandated by law.

The Company has also complied with the requirements concerning the display of notices in accordance with Section 16 of the Act, and maintained all prescribed registers and records under Rule 12 of the Maternity Benefit (Amendment) Rules, 2017. All necessary returns and reports have been submitted to the appropriate authorities within the prescribed timelines.

There have been no instances of non-compliance or violations of the provisions of the Maternity Benefit Act, 1961 reported during the financial year.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the 31^st March, 2025.

Male Employees: 15 Female Employees: 4 Transgender Employees: NIL

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

OTHER DISCLOSURES

a) Insolvency and Bankruptcy Code, 2016

Pursuant to Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, it is hereby confirmed that during the financial year under review, the Company has not made any application, nor has any proceeding been initiated or is pending, under the Insolvency and Bankruptcy Code, 2016 (IBC).

a) One-Time Settlement - Valuation Disclosure

In compliance with Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the requirement to provide details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from Banks or Financial Institutions does not arise, as the said provision is not applicable to the Company during the year under review.

ACKNOWLEDGEMENT

The Board of Directors places on record its deep appreciation for the unwavering co-operation, guidance, and assistance extended by the Companys Bankers, Financial Institutions, Regulatory Authorities, Shareholders, Customers, and other business associates. Their continued trust and encouragement have been invaluable in enabling the Company to navigate challenges and pursue its objectives during the year under review.

The Board further acknowledges the dedication, professionalism, and commitment demonstrated by the employees at all levels. Their sustained efforts, teamwork, and sense of responsibility have been instrumental in upholding the Companys standards of performance and governance.

For and on Behalf of the Board of Directors
Shyam Telecom Limited
Sd/-	Sd/-
Ajay Khanna	Sunil Rai
Director	Director
DIN: 00027549	DIN: 01568405
Place: New Delhi
Date: 11th August, 2025