Shyam Telecom Ltd

To

THE MEMBERS

The Directors of your Company are pleased to present the 31^st Annual Report, detailing the business and operations of the Company, along with the audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

In adherence to the provisions of Companies (Accounts) Rules, 2014, key aspects of Financial Performance of the Company for the year ended 31^st March, 2024 are summarised below:

STATE OF AFFAIRS OF THE COMPANY

During the financial year ended 31^st March, 2024, your Company, on a standalone basis, reported no revenue from operations, consistent with the zero revenue generated in the previous financial year ending 31st March, 2023. The net loss for the fiscal year ending 31^st March, 2024, was Rs. 3,20,46,000/-, an improvement from the loss of Rs. 4,85,41,000/- incurred in the financial year ending 31^st March, 2023.

For comprehensive insights into the Company's state of affairs, refer to the Management Discussion and Analysis Report ("MDAR") forms part of this Annual Report.

SHARE CAPITAL

The Authorized Share Capital of your Company as on 31^st March, 2024 stands at Rs. 75,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 10/- each and 25,00,000 Redeemable Preference Share of Rs. 100/- each. The Paid-up Share Capital of your Company is Rs. 11,27,00,000/- divided into 1,12,70,000 Equity Shares of Rs. 10/- each fully paid-up.

DIVIDEND

No Dividend was recommended for the financial year 2023-24 due to consistent losses incurred by the Company.

TRANSFER TO RESERVES

Due to the losses incurred by the Company in the financial year 2023-24, 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 reporting period.

Previously, the Company had a foreign subsidiary named Shyam Telecom Inc., established under the laws of the State of

Delaware. However, this subsidiary was dissolved with effect from 22nd December, 2015. Therefore, the requirement to prepare and annex Consolidated Financial Statements is 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 PERSONNEL

Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013 ("Act") and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations").

As on date of the Report the Company has 7 (Seven) Directors in its Board with an optimum combination of Executive and Non-executive Directors including 2 (Two) Women Directors. The Board comprises of 5 (Five) Non-executive Directors, out of which 4 (Four) are Independent Directors.

The composition of the Board is detailed below:

*Resignation/Cessation of Director

Mr. Vinod Juneja (DIN:00044311), Non-executive Independent Director & Mr. Arun Kumar Khanna (DIN: 00041724), Non-executive Non Independent Director resigned from the Board of the Company from the close of business hours of 10^th May, 2024 due to their pre-occupations somewhere else. The Board acknowledged their resignations during its meeting on 10^th

May, 2024. In adherence to the provisions of the Act and Listing Regulations, the Company has made all the necessary intimation and reporting in this matter.

# Appointment of Independent Director

In accordance with the provisions of Sections 149, 150 & 152 read with Schedule IV of the Act and Listing Regulations and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company has appointed

Mr. Devesh Bhargava (DIN:02001318) as Non executive Independent Director of the Company with effect from 10^th May, 2024 for the terms of first 5 (Five) consecutive years.

In terms of the provisions of the Act and Regulation 17 (1C) & 25 of the Listing Regulations, the Board of Directors proposes the approval of Shareholders as Special Resolution confirming the appointment of Mr. Devesh Bhargava (DIN:02001318) in the 31^st Notice of Annual General Meeting of the Company.

** Appointment of Managing Director

# In accordance with the provisions of Sections 196, 197 and 203 read with Schedule V of the Act and upon recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company has re-appointed Mr. Ajay Khanna

(DIN: 00027549) as Executive/Managing Director of the Company with effect from 10^th May, 2024 for the terms of 3 (Three) consecutive years, liable to retire by rotation.

A resolution seeking shareholders' approval for his re-appointment in terms of provisions of the Act and Regulation 17 & 26 of the Listing Regulations forms part of the 31^st Notice of Annual General Meeting.

Re-appointment of Director by Retire by Rotation

In accordance with Section 152(6) of Act, the period of office of at least two third of total Directors of the Company shall be liable to retire by rotation, out of which atleast one third Directors shall retire at every Annual General Meeting. Hence, this year, Mr. Alok Tandon (DIN 00027563), retires from the Board by rotation and being eligible, offers themself for reappointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice of 31^st Annual General Meeting.

The disclosures of Directors being recommended for appointment/re-appointment as required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are contained in the Notice of 31^st Annual General Meeting of the Company. Appropriate resolutions seeking shareholders' approval for the appointment/re-appointment of Directors are included in the Notice of 31^st Annual General Meeting which forms part of this Annual Report.

During the year under review, no Non-executive Directors of the Company had pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMP') of the Company as on 31^st March, 2024:

1. Mr. Ajay Khanna, Managing Director

2. Mr. Vinod Raina, Chief Financial Officer

3. Ms. Kirti Kesarwani, Company Secretary & Compliance Officer

Further, none of the Directors / KMP of the Company is disqualified under relevant provisions of the Act and the Listing

Regulations.

INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Director carried out performance evaluation of Non-Independent Directors and the Board of Directors as a whole, performance of Chairman of the Company, the quality, contents and timeliness of flow of information between the Management and Board, based on the performance evaluation framework of the Company.

Further, the Company has received declarations from all the Independent Directors confirming and certifying that they continue to meet the criteria of independence as provided in Section 149 of the Act and Regulation 16 of the Listing

Regulations.

In the opinion of the Board, all the Independent Directors fulfill the conditions for appointment/ re-appointment as an

Independent Directors on the Board.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-24, the Board of Directors duly met 4 (Four) times i.e., on 27^th May, 2023, 10^th August, 2023, 08^th November, 2023 and 9^th February, 2024. The intervening gap between the Meetings was within the period prescribed under the Act.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) & 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules,

2014, the Annual Return of the Company in the prescribed Form MGT-7 is available on the website of the Company under the link https://shyamtelecom.com/investor-relations/.

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

Details of such Shareholders whose shares are transferred to the IEPF and their unpaid dividends are available on the website of the Company as well as IEPF Authority.

Shareholder may note that both the Unclaimed Dividend and corresponding shares transferred to the IEPF including all benefits accruing on such shares, if any, can be claimed back from IEPF following the procedure prescribed in the IEPF

Rules. No claim could be made in respect thereof with the Company.

FAMILIARISATION PROGRAMME MODULE

The Company familiarizes the Independent Directors with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, operations of the Company, etc. They are also informed of the important policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel. The Familiarization Program Module for Independent Directors of the Company has been adopted by the Board of Directors. The particulars of familiarization program for Independent Directors can be accessed on the Company's website www.shyamtelecom.com in terms of the provisions of Regulation 46(2)(i) of Listing Regulations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company upholds a commitment to conducting its affairs with fairness and transparency, adhering to the highest standards of professionalism, honesty, integrity, and ethical behavior. In fostering a culture where all directors and employees feel secure in raising genuine concerns or grievances, the Company established Vigil Mechanism for Directors and Employees in pursuance of Regulation 22 of Listing Regulations and Section 177(9) of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.

The Company ensures direct access to the Chairman of the Audit Committee for reporting issues related to employee interests. Additionally, your Company affirms that no director or employee has been denied access to the Chairman of the

Audit Committee, and no complaints were received during the year under review.

The Policy can be accessed on the Company's website under the web link https://shyamtelecom.com/investor-relations/.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. An Internal Complaints Committee (‘ICC') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. All employees

(permanent, contractual, temporary and trainees) are covered under this policy.

Further details in respect of aforesaid disclosure are given in Corporate Governance Report which forms part of this Annual Report.

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 2024, 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, 2024 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.

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. 016693N), 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^th Annual General Meeting to be convened in the financial year 2027-28.

The Auditors' Report for the financial year 2023-24 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 self-explanatory 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 2023-24 forms the part of this Annual

Report. Further, the Auditor did not report any fraud during the year.

b) Secretarial Auditor

Pursuant to the provisions of Section 179 & 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, M/s A.N. Kukreja & Co. , Company Secretaries, was re-appointed by the Board to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 as given by M/s A.N. Kukreja & Co. in the prescribed Form MR-3 is annexed to this Report as Annexure - I. Further, the Secretarial Audit Report does not contain any qualification(s), reservation(s) or adverse remark(s).

In compliance of Regulation 24A of Listing Regulations, the Company has obtained the Secretarial Compliance Report from M/s A.N. Kukreja & Co., Practicing Company Secretaries and submitted the same to both the Stock Exchanges i.e. NSE and BSE Limited, on 28^th May, 2024.

Furthermore, the Board has re-appointed M/s A.N. Kukreja & Co., Practicing Company Secretaries as Secretarial Auditor of the Company in its meeting held on 10^th May, 2024 to conduct the Secretarial Audit for the financial year 2024-25 in terms of Section 179 & 204 of the Act and the rules made thereunder.

c) Cost Auditor

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable on the Company. Hence, no Cost Auditor was appointed by the Company for the reporting period.

d) Internal Auditor

Pursuant to the provisions of the Section179 & 138 of the Act and on the recommendation of the Audit Committee, the Board of Directors of the Company were re-appointed M/s D R & Associates, Chartered Accountants as Internal Auditor of the Company to conduct internal audit of the functions and activities of the Company for the financial year 2023-24 and further re-appointed in its Board meeting held on 10^th May, 2024 to conduct internal audit of the functions and activities of the Company for the financial year 2024-25.

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 31st March, 2024, all transactions with the Related Party as defined under the Act read with rules framed thereunder were in the ‘Ordinary Course of Business' and ‘at arm's length' basis. There has been no materially significant Related Party Transactions having potential conflict with the interest of the Company.

Pursuant to Section 177 of the Act and Regulation 23 of Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's Website. The Details of the Related Party Transactions as required under Accounting Standard 18 are set out in Note No. 29 to the Financial Statements forms part of this Annual Report. The Form AOC- 2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given as Annexure-III which forms the part of the 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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo of the Company are given herein below:

i. Conservation of Energy

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. However, Capital expenditure on energy conservation equipment is not required, keeping in view the normal energy consumption in the business activity of the Company. Various Steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

• Advocating switching off lights and ACs when not required, turning off of PCs when not in use, setting higher temperatures on air conditioners etc. to reduce consumption.

• Installed various energy saving electrical devices for saving energy.

• Puts control on usage of other electrical equipment's.

ii. Technology absorption

Taking into consideration the nature of business of Company, No technology is being used.

iii. Foreign Exchange Earnings and Outgo

There were no Foreign Exchange earnings of the Company during the financial year 2023-24, as there was no Export

Sales.

RISK MANAGEMENT FRAMEWORK

The Company has taken necessary steps for risk management including identifying risk which may threaten the existence/ operations of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report ("MDAR") for the year ended 31^st March, 2024, as stipulated under Regulation

34 read with Schedule V of the Listing Regulations, is presented in a separate section forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted a Corporate Social Responsibility ("CSR") Committee to facilitate its CSR related operations in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)

Rules 2014. Pursuant to the relevant provisions of the Act, the Company is not obligated to incur any expenditure under its

CSR policy. The composition of the CSR Committee is detailed in the Corporate Governance Report, which forms part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

In the opinion of the Board, your Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with

Corporate Policies. The Board has re-appointed M/s D R & Associates, Chartered Accountants as an Internal Auditor of the Company for the financial year 2023-24 and their Internal Audit Reports are submitted to the Audit Committee of Board which reviews and approves performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system.

NOMINATION AND REMUNERATION POLICY

In adherence of Section 178(1) of the Act and other applicable provisions if any, of the Act read with the Rules issued thereunder and Regulation 19 of Listing Regulations, the Company is having Nomination and Remuneration Policy framed on the recommendations of the Nomination and Remuneration Committee for determining Qualifications, Positive Attributes,

Independence of a Director etc.

The key aspects of the Nomination and Remuneration Policy, including policies on appointment, remuneration of Directors, and related matters, are outlined in the Corporate Governance Report, which forms part of this Annual Report. The policy is also accessible on the Company's website at https://shyamtelecom.com/investor-relations/.

CORPORATE GOVERNANCE

The Company is dedicated to upholding the highest standards of Corporate Governance and adheres strictly to the Corporate

Governance requirements stipulated by SEBI. Additionally, the Company has adopted various leading Corporate Governance practices observed globally. Pursuant to Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a comprehensive Report on Corporate Governance, along with a Certificate from Ms. Soniya Gupta, Practicing Company Secretary confirming compliance with Corporate Governance conditions, is included in a separate section titled ‘Corporate Governance' within this Annual Report.

BOARD ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Committees of the Board as a whole and Individual Directors pursuant to the provisions of the Act and 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 based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India ("SEBI") on January 5, 2017. 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 Board and the Nomination and Remuneration Committee reviewed the performance of Individual Directors on the basis of criteria such as the 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.

FINANCE AND BORROWINGS

During the period under review, your Company had not availed any Loans or Borrowings.

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

The particulars of Loans, Guarantees and Investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2023-24 are disclosed in the notes to the Financial Statements forms the 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 2023-24.

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 Company's 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

The Company has adhered to all applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

OTHER DISCLOSURES

a) During the reporting period, the Company did not submit any applications under the Insolvency and Bankruptcy Code, 2016. Hence, no proceeding is pending under the Code.

b) The requirement to state the difference between the valuation amount at the time of one-time settlement and the valuation amount when obtaining loans from banks or financial institutions does not arise, as it does not apply to the company.

ACKNOWLEDGEMENT

The Board of Directors wish to express their sincere appreciation for the co-operation and assistance received from the

Bankers, Financial Institutions, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The Board of Directors acknowledge the hard work, dedication, commitment and cooperation of the employees of the Company.