Shyamkamal Investments Ltd Directors Report

To,

The Members,

Shyamkamal Investments Limited

Your Directors present the 44^th Boards Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2026.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31^st March, 2026 and for the previous financial year ended on 31^st March, 2025 is given below:

		(Rs. In Lakhs)
Particulars	2025-26	2024-25
Revenue from Operations	208.06	98.23
Other Income	0.23	28.17
Total Revenue	182.94	126.40
Total Expenses	159.70	76.06
Profit / Loss before Depreciation, Exceptional and ExtraOrdinary Items and Tax Expenses	23.25	50.35
Less: Depreciation / Amortization / Impairment	0.00	0.00
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	23.25	50.35
Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	23.25	50.35
Total Tax expense	0.00	0.03
Profit / Loss After Tax for the Period	23.25	50.32
Other Comprehensive Income	(72.17)	(7.40)
Total Comprehensive Income For the Period	(48.92)	42.92
Earnings Per Share (EPS)
Basic	0.13	0.43
Diluted	0.13	0.43

2. OPERATIONS:

Total revenue for Financial Year 2025-26 is Rs. 182.94 Lakhs as compared to the total revenue of Rs. 126.40 Lakhs in the previous Financial Year. The Company has incurred Profit Before Tax for the Financial Year 2025-26 of Rs. 23.25 Lakhs as compared to Profit Before Tax of Rs. 50.32 Lakhs in the previous Financial Year. Net Profit after Tax for the Financial Year 2025-26 is Rs. 23.25 Lakhs as against Net Profit after tax of Rs. 50.32 Lakhs in the previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2025-26, there was no changes in nature of Business of the Company.

4. SHARE CAPITAL:

• Authorised Share Capital:

The Authorized Share Capital of the Company as on 31^st March, 2026 is Rs. 52,00,00,000/- (Rupees Fifty-two Crores Only) divided into 5,20,00,000 (Five Crores Twenty Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.

• Paid-up share capital:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2026 is Rs. 26,41,30,000/- (Rupees Twenty- Six Crores Forty-One Lakhs Thirty Thousand Only) divided into 2,64,13,000 (Two Crores Sixty-Four Lakhs Thirteen Thousand) Equity shares having face value of Rs. 10.00/- (Rupees Ten Only) each.

During the year under review, on 12^th December, 2025, the Company had allotted 1,29,15,000 (One Crore Twenty- Nine Lakhs Fifteen Thousand) fully paid-up Equity shares of face value of Rs. 10.00/- (Rupees Ten Only) per share, at a price of Rs. 10.00/- (Rupees Ten Only) per share, aggregating to Rs. 12,91,50,000/- (Rupees Twelve Crores Ninety-One Lakhs Fifty Thousand Only) for cash consideration, to the person(s)/ entity(ies) belonging to NonPromoter category on a preferential basis. Consequently, post-allotment of Equity shares, the Paid-up Equity Share Capital of the Company increased from Rs. 13,49,80,000/- (Rupees Thirteen Crores Forty-Nine Lakhs Eighty Thousand Only) divided into 1,34,98,000 (One Crore Thirty-four Lakhs Ninety-Eight Thousand) Equity shares having face value of Rs. 10.00/- (Rupees Ten Only) each to Rs. 26,41,30,000/- (Rupees Twenty-Six Crores Forty- One Lakhs Thirty Thousand Only) divided into 2,64,13,000 (Two Crores Sixty-Four Lakhs Thirteen Thousand) Equity shares having face value of Rs. 10.00/- (Rupees Ten Only) each.

5. DIVIDEND:

During the financial year under review, the Company, In accordance with the provisions of Section 123(3) of the Companies Act, 2013 and the applicable rules, the Board of Directors, at its meeting held on 12^th May 2025, declared an interim dividend of Rs. 0.20 (Twenty Paisa) per equity share. The interim dividend was paid to shareholders whose names appeared in the Register of Members as on the record date, i.e., 29^th May 2025.

Further, the Board of Directors, at its meeting held on 13^th November, 2025, declared an interim dividend of Rs.0.10 (Ten Paisa) per equity share. The interim dividend was paid to shareholders whose names appeared in the Register of Members as on the record date, i.e., 26^th November, 2025.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The Profit of the Company for the Financial Year ending on 31^st March, 2026 is transferred to profit and loss account of the Company under Other Equity.

8. WEBLINK FOR ANNUAL REPORT:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on 31^st March, 2026 is available on the Companys website www.shvamkamal.com.

9. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

• Allotment of Equity Shares on Preferential Basis:

During the year under review, on 12^th December, 2025, the Company had allotted 1,29,15,000 (One Crore Twenty-Nine Lakhs Fifteen Thousand) fully paid-up Equity shares of face value of Rs. 10.00/- (Rupees Ten Only) per share, at a price of Rs. 10.00/- (Rupees Ten Only) per share, aggregating to Rs. 12,91,50,000/- (Rupees Twelve Crores Ninety-One Lakhs Fifty Thousand Only) for cash consideration, to the person(s)/ entity(ies) belonging to Non-Promoter category on a preferential basis. Consequently, post-allotment of Equity shares, the Paid-up Equity Share Capital of the Company increased from Rs. 13,49,80,000/- (Rupees Thirteen Crores Forty-Nine Lakhs Eighty Thousand Only) divided into 1,34,98,000 (One Crore Thirty-four Lakhs Ninety-Eight Thousand) Equity shares having face value of Rs. 10.00/- (Rupees Ten Only) each to Rs. 26,41,30,000/- (Rupees Twenty-Six Crores Forty-One Lakhs Thirty Thousand Only) divided into 2,64,13,000 (Two Crores Sixty-Four Lakhs Thirteen Thousand) Equity shares having face value of Rs. 10.00/- (Rupees Ten Only) each.

• Promoter Reclassification:

Subsequent to the end of the financial year, the Company submitted an application to BSE Limited on 16^th April, 2025 for the reclassification of the following persons from the "Promoter" category to the "Public" category pursuant to Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Details of Promoter /Promoter Group seeking Reclassification are as under:

Sr. No. Name of Promoter	Category
1. Kailashchandra Kedia	Promoter
2. Vishnu Kailashchandra Kedia	Promoter
3. Shyamsunder Kedia	Promoter
4. Renu S Kedia	Promoter

The application was approved by BSE, and the Company received the No Objection Certificate (NOC) on 25^th July 2025.

• Declared Interim Dividend:

The interim dividend was declared during the financial year, in accordance with the provisions of Section 123(3) of the Companies Act, 2013, read with the applicable rules. The Board of Directors, at its meeting held on 12^th May, 2025, has declared an interim dividend of Rs. 0.20 (Twenty Paisa) per equity share, which was paid to the shareholders whose names appeared in the Register of Members as on the record date i.e., 29^th May, 2025.

Further, the Board of Directors, at its meeting held on 13^th November, 2025, declared an interim dividend of Rs. 0.10 (Ten Paisa) per equity share. The interim dividend was paid to shareholders whose names appeared in the Register of Members as on the record date, i.e., 26^th November, 2025.

• Withdrawal of Open Offer and Status of Proposed Preferential Allotment:

During the previous year, the Board of Directors, at its meeting held on 25^th February, 2025, had approved a proposal for preferential allotment of 3,68,65,000 equity shares, which was subsequently approved by the shareholders at their meeting held on 26^th March, 2025, subject to applicable regulatory approvals. The proposed preferential allotment resulted in the triggering of an Open Offer under the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

During the year under review, Acquirer-1, Morabia Enterprise Private Limited, and Acquirer-2, Mr. Mahendra Harjivan Morabia, along with the Persons Acting in Concert (PACs), withdrew the Open Offer for acquisition of equity shares of the Company, originally announced on 25^th February, 2025, in accordance with Regulation 23 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Merchant Banker to the Acquirers, AFCO Capital India Private Limited, issued a newspaper advertisement regarding the withdrawal and intimated the Stock Exchange on 8^th December, 2025. Consequently, the proposed transaction did not proceed as originally contemplated.

• Shifting of Registered Office of the Company from one state to another:

The Board of Directors of the Company, at its meeting held on 11^th February, 2026, considered and approved the proposal for shifting the Registered Office of the Company from Shop 25, Lower Ground Floor, Target - The Mall, Chandavarkar Road, Opp. BMC Ward off Borivali (W), Mumbai, Maharashtra, India, 400 092, (in the State of Maharashtra) to 301, Third Floor, Shails Mall, Nr. Girish Coldrinks, Navarangpura, Ahmedabad, Gujarat, India, 380 009 (in the State of Gujarat).

The proposed shifting of the Registered Office of the Company from the State of Maharashtra to the State of Gujarat was subsequently approved by the members of the Company at their meeting held on 17^th March, 2026. The Company has made the necessary application for obtaining the requisite approval of the Central Government for shifting of its Registered Office from the State of Maharashtra to the State of Gujarat, and the said application has been duly approved by the Regional Director.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

11. BOARD MEETINGS AND ATTENDANCE:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 9 (Nine) times viz 12^th May, 2025, 8^th August, 2025, 5^th September, 2025, 13^th November, 2025, 4^th December, 2025, 12^th December, 2025, 16^th January, 2026, 11^th February, 2026 and 23^rd February, 2026.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2026 the applicable accounting standards have been followed and there is no material departure from the same,

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 at the end of financial year and of the profit of the Company for the financial year ended on 31^st March, 2026,

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. The Directors had prepared the Annual Accounts on a going concern basis,

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

f. 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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors Report:

The statutory Auditor of the Company has included the following qualifications in their Audit Report for the Financial Year 2025-2026:

1. Attention is drawn towards Note 2(h)(vi) in respect of Audit Trail. During the period, the Company implemented a new accounting software having the feature of maintaining audit trail (edit log) as prescribed under Rule 3(1) of the Companies (Accounts) Rules, 2014. The audit trail functionality is currently under testing and streamlining to ensure effective and seamless implementation across all relevant processes.

2. The bank balances and transactions, if any, with HDFC Bank and Canara Bank for the year ended on 31^st March, 2026 could not be verified in the absence of the respective bank statements

3. Attention is invited to Note No. 7 to the financial results, wherein the Company has reclassified certain equity shares from Fair Value Through Profit or Loss (FVTPL) category to Fair Value Through Other Comprehensive Income (FVTOCI) under investments during the period. Consequently, the Company has reported profit for the period amounting to Rs. 23.25 Lakhs. Had such reclassification not been carried out, the results for the period would have reflected a loss of Rs. 48.93 Lakhs with corresponding decrease in Other Comprehensive Income by Rs. 72.17 Lakhs /-.

Explanations or Comments by the Board on Auditor’s Observations:

The Board of Directors wishes to provide the following explanations in response to the remarks made by the Statutory Auditors in their Audit Report for the financial year ended March 31, 2026:

1. The Board clarifies that the Company is currently in the process of migrating to an accounting software solution that incorporates the requisite audit trail (edit log) functionality in conformity with Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Amendment Rules, 2021 and 2022. The Company is committed to ensuring full compliance with the said provision and shall implement a compliant accounting system at the earliest practicable date. Appropriate disclosures in this regard have been made in the financial results in accordance with applicable requirements.

2. The Board clarifies that the bank statements pertaining to the accounts maintained with HDFC Bank and Canara Bank for the quarter ended March 31, 2026 were not made available to the reviewing auditors within the requisite timeframe, owing to procedural delays in obtaining the same from the respective banking institutions. The Management affirms that the balances as reflected in the Statement of Unaudited Financial Results are accurately recorded in the books of account of the Company and are based on information available with the Management as of the reporting date. The Company undertakes to furnish the requisite bank statements and reconciliation certificates to the satisfaction of the Statutory Auditors during the ensuing statutory audit for the financial year ended March 31, 2026.

3. The Board clarifies that the aforesaid reclassification of equity share investments from the ‘Fair Value Through Profit or Loss (FVTPL)’ category to the ‘Fair Value Through Other Comprehensive Income (FVTOCI)’ category has been effected in accordance with the provisions of Indian Accounting Standard 109 ("Ind AS 109"), Financial Instruments, and Indian Accounting Standard 34 ("Ind AS 34"), Interim Financial Reporting, as prescribed under Section 133 of the Companies Act, 2013.

This is a prudential call regarding the investments made, considering current market scenarios. The reclassification represents a change in the Company’s business model for managing the said investments, which is a permissible basis for reclassification under Ind AS 109. Considering the companys prospects, its expected that focusing on longterm investments will yield better profitability than trading. The financial impact of such reclassification, including the consequential profit reported for the period of ^23.25 Lakhs and the quantification of the hypothetical loss of ^48.93 Lakhs (with a corresponding decrease in OCI of ^72.17 Lakhs) that would have arisen absent such reclassification, has been fully and transparently disclosed in Note No. 6 to the Financial Results in accordance with applicable disclosure requirements under Ind AS 34 and SEBI LODR Regulations. The Company is of the considered view that the said reclassification is compliant with applicable Indian Accounting Standards and does not constitute a misstatement of the financial results.

ii. Secretarial Auditors Report:

The Board confirms that the Secretarial Audit Report issued by M/s. Gaurav Bachani & Associates, Practicing Company Secretaries, for the financial year ended 31^st March, 2026, does not contain any qualification, observations, adverse remark, or disclaimer. The Board appreciates the confirmation of compliance and takes note of the observations, if any, provided for better governance.

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

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the

Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Material Related Party Transactions ("material RPTs") require prior approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.shvamkamal.com.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

18. RESERVES & SURPLUS:

	(Rs. in Lakhs)
Sr. No. Particulars	Amount
1. Balance at the beginning of the year	(599.16)
2. Current Year’s Profit / (Loss)	23.25
3. Other Comprehensive Income	(72.17)
4. Dividend Paid	(40.49)
Total	(688.58)

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2025-26;

Foreign exchange earnings and outgo	F.Y. 2025-26	F.Y. 2024-25
a. Foreign exchange earnings	Nil	Nil
b. CIF value of imports	Nil	Nil
c. Expenditure in foreign currency	Nil	Nil
d. Value of Imported and indigenous Raw Materials, spare- parts and Components Consumption	Nil	Nil

20. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND IOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

21. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for antibribery and avoidance of other corruption practices by the employees of the Company.

24. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name	Designation	DIN/PAN
1. Mr. Jatinbhai Virendrabhai Shah	Managing Director	03513997
2. Mr. Chirag litendrabhai Shah1	Non-Executive and Non-Independent Director	10505306
3. Ms. Shikha Agarwal	Non-Executive and Non-Independent Director- cum-Chairperson	08635830
4. Mr. Niraj Chandulal Pandya	Non-Executive and Non-Independent Director	08289360
5. Mr. Ronak Jaysukhlal Doshi	Non-Executive and Non-Independent Director	08198816
6. Mr. lanak lagjivan Shah2	Non-Executive and Independent Director	10507644
7. Ms. Simoli Kalpesh Raval	Non-executive and Independent Director	10350999
8. Ms. Meshwa Panchal	Non-Executive and Non-Independent Director	10749902
9. Mr. Premaram Jaitaram Patel	Non-Executive and Independent Director	09324872
10. Mr. Bhaveshkumar Chhelshankar Joshi	Non-Executive and Non-Independent Director	10957319
11. Ms. Hetalben Narishihbhai Hadiya	Non-Executive and Non-Independent Director	10959909
12. Mr. Pranav Manoj Vajani	Non-Executive and Independent Director	09213749
13. Ms. Aesha Harsh Shah3	Non-Executive and Independent Director	10423365
14. Mr. Darshan Hareshchandra Rana	Chief Financial Officer	*****5284P
15. Ms. Dixita Devang Pathak4	Company Secretary and Compliance Officer	*****7263 p
16. Ms. Ankita Singh5	Company Secretary and Compliance Officer	*****2585N

1. Change in Designation of Mr. Chirag Jitendrabhai Shah from Executive Director to Non-Executive and Non-Independent Director of the Company w.e.f. 8^th August, 2025.

2. Mr. Janak Jagjivan resigned from the position of Non-Executive and Independent Director of the Company w.e.f. 16^th January, 2026.

3. Ms. Aesha Harsh Shah was appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 11^th February, 2026 and her appointment was regularized by the shareholders on 17^th March, 2026.

4. Ms. Dixita Devang Pathak resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 18^th March, 2026.

5. Ms. Ankita Singh was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 20^th May, 2026.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Boards Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Simoli Kalpesh Raval, Mr. Pranav Manoj Vajani, Mr. Premaram Jaitaram Patel and Ms. Aesha Harsh Shah Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

28. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Report on Corporate Governance and a Certificate from the secretarial Auditors M/s. Gaurav Bachani & Associates, Practicing Company Secretaries, regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed herewith as Annexure - III to this report.

29. DEPOSITS:

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the financial year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

30. STATE OF COMPANYS AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

32. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Monday, 23^rd February, 2026 the performances of Executive and Non- Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

33. AUDITORS AND THEIR REPORT:

A. Statutory Auditor:

M/s. Mukeshkumar Jain & Co., Chartered Accountants (FRN: 106619W), Ahmedabad, were appointed as the Statutory Auditors of the Company by the Members at the Annual General Meeting held in the 2023, for a term of 5 consecutive years commencing from the conclusion of the 41^st AGM until the conclusion of the 46^th AGM of the Company to be held in the year 2028.

The Auditors have also furnished a declaration confirming their independence as well as their arms length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.

The Auditors report for the Financial Year ended 31^st March, 2026 has been issued with a qualified opinion, by the Statutory Auditor.

The Statutory Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013

B. Secretarial Auditor:

M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad (FRN: S2020GJ718800) were appointed as the Secretarial Auditors of the Company by the Members at the Annual General Meeting held in 2025 for a period of five consecutive years commencing from the Financial Year 2025-26 up to the Financial Year 202930, 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.

The Secretarial Audit Report issued by M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad, having FRN: S2020GJ718800, for the Financial Year 2025-26 in Form No. MR-3 is annexed hereto as Annexure - II to this Report. There are no adverse observations or qualifications in the Secretarial Audit Report which require any explanation or comment from the Board of Directors.

The Secretarial Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013.

C. Internal Auditor:

The Board of Directors had appointed M/s. A R Rathod & Associates, (FRN: 158197W) Chartered Accountant, Ahmedabad, as the Internal Auditor of the Company at its meeting held on 12^th May, 2025 for the Financial Year 2025-26.

The Internal Auditor conducts internal audits of the functions and operations of the Company and reports its findings to the Audit Committee and the Board of Directors from time to time. The Internal Auditor also reviews the adequacy and effectiveness of the internal control systems and processes of the Company and provides recommendations, wherever necessary, for strengthening the same.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per "Annexure - I”.

35. DISCLOSURES:

a) Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 12^th May, 2025, 8^th August, 2025, 5^th September, 13^th November, 2025, 4^th December, 2025, 12^th December, 2025 and 11^th February, 2026. The attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Simoli Kalpesh Raval1	Chairperson	7	7
Ms. Aesha Harsh Shah3	Member	0	0
Ms. Meshwa Panchal	Member	7	7
Mr. Premaram Jaitaram Patel4	Member	1	1
Mr. Janak Jagjivan Shah2	Member	6	6

1. Change in Designation of Ms. Simoli Kalpesh Raval from Member to Chairperson of the Committee w.e.f. 12^th May, 2025.

2. Change in Designation of Mr. Janak Jagjivan Shah from Chairperson to Member of the Committee w.e.f. 12^th May, 2025 and his subsequent resignation w.e.f. 16^th January, 2026.

3. Ms. Aesha Harsh Shah was appointed as a Member of the Committee w.e.f. 11^th February, 2026.

4. Mr. Premaram Jaitaram Patel was appointed as a Member of the Committee w.e.f. 16^th January, 2026

b) Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 8^th August, 2025 and 11^th February, 2026 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meeting entitled	No. of Committee Meeting attended
Ms. Aesha Harsh Shah1	Chairperson	0	0
Ms. Sikha Agarwal	Member	2	2
Ms. Simoli Kalpesh Raval	Member	2	2
Mr. lanak lagjivan Shah2	Chairperson	1	1
Mr. Premaram Jaitaram Patel3	Chairperson	1	1

1. Ms. Aesha Harsh Shah was appointed as a Chairperson of the Committee w.e.f. 11^th February, 2026.

2. Mr. Janak Jagjivan Shah resigned as a Chairperson of the Committee w.e.f. 16^th January, 2026

3. Mr. Premaram Jaitaram Patel was appointed as a Chairperson of the Committee w.e.f. 16^th January, 2026 and resigned w.e.f. 11^th February. 2026

c) Stakeholders Relationship Committee:

During the year under review, meetings of members of Stakeholders Relationship committee as tabulated below, was held on 23^rd February, 2026 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meeting entitled	No. of Committee Meeting attended
Ms. Shikha Agarwal	Chairperson	1	1
Ms. Aesha Harsh Shah1	Member	1	1
Ms. Simoli Kalpesh Raval	Member	1	1
Mr. lanak lagjivan Shah2	Member	0	0
Mr. Premaram Jaitaram Patel3	Member	0	0

1. Ms. Aesha Harsh Shah was appointed as a Member of the Committee w.e.f. 11^th February, 2026.

2. Mr. Janak Jagjivan Shah resigned as a Member of the Committee w.e.f. 16^th January, 2026

3. Mr. Premaram Jaitaram Patel was appointed as a Member of the Committee w.e.f. 16^th January, 2026 and resigned w.e.f. 11^th February. 2026

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

37. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review

38. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

39. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE203N01015. Presently shares are held in electronic and physical mode.

40. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

41. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.shyamkamal.com.

42. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

43. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office:	By the Order of the Board
Shop No. 25, LG Target The Mall, Chandavarkar Road, Opp. BMC Ward off, Borivali West, Mumbai, India - 400 092	Shyamkamal Investments Limited
Corporate Office:
Third Floor, 1 Shails Moll, Nr. Girish Coldrings, Navarangpura, Ahmedabad, Gujarat, India - 380 009
	Sd/-	Sd/-
	Shikha Agarwal	Jatinbhai Virendrabhai Shah
Place: Ahmedabad	Director	Managing Director
Date: 1st September, 2026	DIN:08635830	DIN:03513997