Shyamkamal Investments Ltd Directors Report

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous financial year ended on 31^st March, 2024 is given below:

(Rs. In Lakhs)

Total revenue from operations for Financial Year 2024-25 is Rs. 158.15 Lakhs compared to the total revenue from operations of Rs. 0.91 Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial Year 2024-25 of Rs. 50.35 Lakhs as compared to Loss before tax of Rs. 21.06 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 50.32 Lakhs as against Net Loss after tax of Rs. 21.06 Lakhs of 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.

During the Financial Year 2024-25, there was no changes in nature of Business of the Company.

A. AUTHORISED SHARE CAPITAL:

During the year under the review, Authorised Share Capital of the Company is increased from 31,00,00,000/- (Rupees Thirty-one Crores Only) divided into 3,10,00,000 (Three Crores Ten Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each to Rs. 40,00,00,000/- (Rupees Forty Crores Only) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each as on 24^th July, 2024.

Authorised Share Capital of the Company is increased from Rs. 40,00,00,000/- (Rupees Forty Crores Only) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each to 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/- (Rupees Ten Only) each as on 26^th March, 2025.

The Authorized Share Capital of the Company as on 31^st March, 2025 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/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL:

During the year under review, on 4^th September, 2024, the Company had allotted 33,58,000 (Thirty-Three Lakhs Fifty-Eight Thousand) fully paid-up Equity shares of face value of Rs. 10/- (Rupees Ten Only) per share, at a price of Rs. 10/- (Rupees Ten Only) per share, aggregating to Rs. 3,35,80,000/- (Rupees Three Crores Thirty-Five Lakhs Eighty 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. 10,14,00,000/- (Rupees Ten Crores Fourteen Lakhs only) divided into 1,01,40,000 (One Crores One Lakhs Forty Thousand) Equity shares having face value of Rs. 10/- (Rupees Ten Only) per share to 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/- (Rupees ten only) per share.

During the financial year under review, the Company did not declare or pay any dividend.

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 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.

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.

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss account of the Company under Other Equity.

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Companys website www.shyamkamal.com.

ALLOTMET OF EQUITY SHARES ON PREFERENTIAL BASIS:

During the year, on 4^th September, 2024, the Company, pursuant to a resolution passed at its Board Meeting allotted 33,58,000 (Thirty-three Lakhs Fifty-Eight Thousand) Equity shares on a Preferential basis having face value of Rs. 10.00/- (Rupees Ten Only) each and were issued at a price of Rs. 10.00/- per share. Consequently, the Paid-up Share Capital of the Company had increased from Rs. 10,14,00,000/- (Rupees Ten Crores Fourteen Lakhs only) divided into 1,01,40,000 (One Crores One Lakhs Forty Thousand) Equity shares having face value of Rs. 10/- (Rupees Ten Only) per share to 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/- (Rupees ten only) per share.

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:

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

PROPOSED PREFERENTIAL ALLOTMENT AND TRIGGER OF OPEN OFFER:

The Board of Directors, at its meeting held on 25^th February, 2025 approved a proposal for the preferential allotment of 3,68,65,000 equity shares and subsequently, the same was approved by the shareholders in their meeting held on 26^th March, 2025 subject to the approval of other applicable regulatory approvals, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The proposed allotment is expected to result in the acquisition of substantial voting rights by the proposed allottees, thereby triggering an open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. In compliance with the said regulations, the acquirers have submitted the Draft Letter of Offer (DLOF) to SEBI for its review and approval.

Upon completion of the preferential allotment and the open offer process, there will be a corresponding change in the shareholding pattern of the Company and an increase in the paid-up share capital.

DECLARED INTRIM DIVIDEND:

The interim dividend was declared after the end of 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.

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 10 (Ten) times viz 20^th April, 2024, 28^th May, 2024, 25^th June, 2024, 31^st July, 2024, 4^th September, 2024, 7^th October, 2024, 13^th November, 2024, 16^th December, 2024, 29^th January, 2025 and 25^th February, 2025.

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, 2025 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, 2025,

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 2024-2025:

Explanations or Comments by the Board on Auditors 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, 2025:

Further, Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

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, 2025, 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.shyamkamal.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 self-assessment, 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)

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 2024-25;

20. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND JOINT 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 Non-Executive 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 anti-bribery 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: