Shyama Infosys Ltd Directors Report

To the Members of

Shyama Computronics & Services Limited

The Directors hereby present their 28^th Annual Report on the performance of Shyama Computronics& Services Limited (Formerly known as Shyama Infosys Limited) (“the Company”) together with the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Companys performance during the Financial Year under review, as compared to the previous Financial Year is summarised below: (Rs. in Lacs)

Particulars	2024-25	2023-24
Revenue from Operations	24.68	20.81
Other Income	18.49	17.84
Total Income	43.17	38.65
Profit before Finance Cost,	17.42	12.91
Depreciation, and Tax
Finance Cost	0.00	0.00
Depreciation	0.00	0.00
Profit Before Tax (PBT)	17.42	12.91
Tax expenses (Current & Deferred)	2.89	1.92
Profit for the Year (PAT)	14.53	10.99

2. PERFORMANCE OVERVIEW

Your Company has achieved consistent, robust and continuing growth in the areas of its business segments. The Companys revenue from operations has increased from to Rs. 24.68 Lacs to Rs. 20.81 Lacs in the previous year. The Company earned net profit of Rs. 14.53 Lacs as against a net profit of Rs. 10.99 Lacs in the previous year.

3. DIVIDEND

Due to future growth of the company, your directors decided not to recommend any dividend for the year ended 31^st March, 2025.

4. NATURE OF BUSINESS

Your company is mainly engaged in information technology services. Apart from the same, your company is also engaged in investment activities.

5. STATE OF AFFAIRS OF THE COMPANY

There has been no change in the business of the Company during the financial year ended March 31, 2025.

6. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), forms part of Annual Report.

7. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the reserves for the year under review.

8. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025.

9. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, as may be amended from time to time, the Company has formulated a Policy on dealing with Related Party Transactions (‘RPTs) for identifying, reviewing, approving and monitoring of Related Party Transactions and the same are available on the website of the Company at https://shyamacs.com/wp-content/uploads/2024/10/Related-Party-Transaction-Policy.pdf.

All related party transactions are entered into only after receiving prior approval from the Audit Committee. During the year under review, no transaction was entered into by the Company with related parties.

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which are material in nature in accordance with the Related Party Transactions Policy of the Company nor any transaction has any potential conflict with the interest of the Company at large.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

10.RISK MANAGEMENT

Your Company actively stimulates entrepreneurship throughout the organization and encourages its people to identify and seize opportunities. The current economic environment, in combination with significant growth ambitions of it, carries an evolving set of risks. Your Company recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. Risk and opportunity management is therefore a key element of the overall strategy. This section provides an overview of the key strategic risks and control framework, and its approach to risk management.

11.CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

Corporate Social Responsibility is not applicable to the Company as per Section 135 of the Companies Act, 2013.

12.VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has devised an effective whistle blowermechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or unethical practices freely.

The Vigil Mechanism Policy (Whistle Blower Policy) of the Company provides for adequate safeguards against victimisation of employees who avail of the mechanism. No personnel of the Company have been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leak of unpublished price sensitive information.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at https://shyamacs.com/wp-content/uploads/2024/10/Whistle-Blower-Policy.pdf

13.DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual harassment.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements i.e., Note 3.

15.SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company doesnt have any Subsidiary, Joint Ventures Or Associate Companies as on 31st March, 2025. Therefore, Form AOC-1 is not applicable to the company.

16.INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

17.DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2025:

in the preparation of the Annual Accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

they 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 state of affairs of the Company as of 31^st March, 2025 and of the profit of the Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

they have prepared the annual accounts ongoing concern basis;

they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18.CORPORATE GOVERNANCE AND COMPLIANCE

The Company follows the best governance practices to boost shareholder value and respect the rights. The Company considers the same as its inherent responsibility to disclose timely and accurate information to its stakeholders regarding its operations and performance, as well as the leadership and governance of the Company. The Companys overall governance framework, systems and processes reflect and support its Mission, Vision and Values.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS

As on 31^st March, 2025, the Board consisted of six (6) Directors comprising of three Independent Directors including a woman Director:

Sr. No Name	DIN	Designation
1. Mr. Samir Biswas	07834496	Managing Director
2. Mr. Swaraj Kumar Singh	10469348	Whole-Time Director
3. Mr. Amit Paul	07862254	Executive Director
4. Mr. Arani Guha	05134269	Non-Executive Independent Director
5. Mrs. Madhuri Pandey	08358534	Non-Executive Independent Director
6. Mr. Raj Sharma	08153697	Non-Executive Independent Director

The position of the Chairman of the Board and the Managing Director are held by the same individual, Mr. Samir Biswas, Executive director is the Chairman of the Board.

During the period under review, Mrs. Swati Garg (DIN: 07236825) has resigned from the post of Directorship on 29^th May, 2024.

Mr. Swaraj Kumar Singh (DIN: 10469348), has been appointed as the Executive Director and Chief Financial Officer in the Extra-Ordinary General Meeting which was held on 16^th May, 2024.

Information regarding the directors seeking appointment/re-appointment as required under Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Ms. Nikita H Khandelwal, a qualified Company Secretary, has been appointed by the Board of Directors as the Company Secretary and Compliance Officer of the Company with effect from 29^th May, 2024.

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company as on March 31, 2025:

1. Mr. Samir Biswas Managing Director

2. Mr. Swaraj Singh Director and Chief Financial Officer

3. Ms. Nikita H Khandelwal Company Secretary

INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Directors confirming that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, digitalisation, strategy, finance, governance, human resources, safety, sustainability, etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of Annual Report. The details of familiarisation program imparted to the Independent Directors are available on the website of the Company at https://shyamacs.com

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The same is available at https://shyamacs.com/wp-content/uploads/2024/10/Nomination-and-Remuneration-Policy.pdf

20. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

21. AUDITORS

STATUTORY AUDITORS

M/s. A O Mittal & Associates, Chartered Accountant, (Firm Registration No.014640C) was re-appointed as the Statutory Auditors of the Company for a period of four years at the Annual General meeting held on 25^th September, 2024,till the conclusion of Annual General Meeting of the Company to be held in 2028.

The report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Therefore, there was no need for the Board to give any comments or explanation on the Auditors Report.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made thereunder, Sachin Kumar, Practicing Company Secretary, appointed as the Secretarial Auditor of the Company for the FY 2024-25. The Secretarial Audit Report for FY 2024-25 in form MR-3 is annexed to Board Report as “Annexure- A”.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. Therefore, there was no need for the Board to give any comments or explanation on the Secretarial Auditors Report.

22.REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

23.NUMBER OF MEETINGS OF THE BOARD

The Board met 7 (seven) times during the Financial Year 2024-25 viz., on 29^th May, 2024, 8^th July, 2024, 8^th August, 2024, 27^th August, 2024, 30^th August, 2024, 12^th November, 2024 and 10^th February, 2025. The details relating to attendance of Directors in each board meeting held during the Financial Year 2024-25 have been separately provided in the Corporate Governance Report.

24.BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board meeting that followed the meeting of the Independent Directors and meeting of and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

25.POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY

MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Companys Policy on nomination and remuneration of Directors and KMP is available on the website of the Company at https://shyamacs.com/wp-content/uploads/2024/10/Nomination-and-Remuneration-Policy.pdf

26.COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees have been disclosed in the Corporate Governance Report.

27.ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March, 2025, is also available on website of the Company.

28.COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign exchanges earning and outgo, as prescribed under the Companies Rules, 1988, are not applicable.

30. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the integrated Management Discussion and Analysis, the Corporate Governance Report with the Auditors Certificate thereon forms part of the Boards Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

31.GENERAL DISCLOSURES

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2025:

a. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

b. There was no instance of one-time settlement with any bank or financial institution.

c. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

32.ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels during this challenging time. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates.

The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

	For and on behalf of the Board of Directors
	Shyama Computronics& Services Limited
	(Formerly known as Shyama Infosys Limited)
Place: Kolkata	Samir Biswas	Swaraj Kumar Singh
Date:28th May, 2025	Managing Director	Whole-Time Director&CFO
	(DIN: 07834496)	(DIN: 10469348)