Your Directors take great pleasure in presenting the 34^th Annual Report of the Company, together with
the audited financial statements (Standalone and Consolidated) for the Financial Year ended 31^st
March, 2024.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Company's performance during the Financial Year under review, as compared to the previous
Financial Year is summarised below:

Your Company has achieved consistent, robust and continuing growth in the areas of its business
segments both domestically and internationally. The Company's revenue from operations has
increased to Rs. 20.81 Lacs as compared to Rs. 15.15 Lacs in the previous year. The Company earned
net profit of Rs, 10.99 Lacs as against a net profit of Rs. 10.06 Lacs in the previous year.

Detailed financial statements of the Company along with various financial ratios are available in the
Management Discussion & Analysis Report forming part of this report.

NATURE OF BUSINESS

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

The Company has decided to change its name from Shyama Infosys Limited to Shyama Computronics
and Services Limited. The new Certificate of Incorporation was received by the Ministry of Corporate
Affairs ("MCA") on 16^th July, 2024. The same was approved by the shareholders through Postal Ballot
held on 16^th May, 2024 as Special Resolution.

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The state of Company's affair and future outlook is discussed in the Management Discussion &
Analysis Report forming part of this Annual Report.

SHARE CAPITAL

During the year, the Company has not issued any kind of securities. The Company's paid-up share
capital continues to stand at Rs. 10,06,44,000 consisting of 10,06,44,00 equity shares of Rs. 10 each
as on 31^st March 2024. The Company's equity shares are listed on BSE Limited (BSE).

DIVIDEND

Due to future growth of the company, yours Director's decided not to recommend any dividend for
the year ended 31^st March, 2024.

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS

As on 31^st March, 2024, the Board consisted of six (6) Directors comprising of three Independent
Directors including a woman Director, namely, Mr. Arani Guha (DIN: 05134269), Mr. Raj Sharma (DIN:
08153697) and Mrs. Madhuri Pandey (DIN: 08358534) and three Executive Directors, namely, Mr.
Samir Biswas (DIN: 07834496), Mr. Swaraj Kumar Singh (DIN: 10469348) and Mr. Amit Paul (DIN:
07862254). 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. The profile of all the
Directors can be accessed on the Company's website at http://www.shyamainfosys.in/

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the
Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
All the Directors have confirmed that they are not debarred from accessing the capital market as well
as from holding the office of Director pursuant to any order of Securities and Exchange Board of India
or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence,
as well as experience considered to be vital for business growth. The detailed analysis of various skills,
qualifications and attributes as required and available with the Board has been presented in the
Corporate Governance Report.

Mr. Gobinda Majumder (DIN: 07862760), Independent Director of the Company, tendered his
resignation from the Board of the Company with effect from 14^th November, 2023, due to personal
reasons and there was no other material reason for such resignation. The Board of Directors placed
on record their sincere appreciation for the contributions made by Mr. Gobinda Majumder during his
tenure as Independent Director of the Company.

Mr. Naru Saha (DIN: 07862860), Independent Director of the Company, tendered his resignation from
the Board of the Company with effect from 14^th November, 2023, due to personal reasons and there
was no other material reason for such resignation. The Board of Directors placed on record their
sincere appreciation for the contributions made by Mr. Naru Saha during his tenure as Independent
Director of the Company.

Mr. Tapas Das (DIN: 07854020), Independent Director of the Company, tendered his resignation from
the Board of the Company with effect from 14^th November, 2023, due to personal reasons and there
was no other material reason for such resignation. The Board of Directors placed on record their
sincere appreciation for the contributions made by Mr. Tapas Das during his tenure as Independent
Director of the Company.

Mr. Kundan Kumar Mishra (DIN: 09325521), Independent Director of the Company, tendered his
resignation from the Board of the Company with effect from 9^th May, 2023, due to personal reasons
and there was no other material reason for such resignation. The Board of Directors placed on record
their sincere appreciation for the contributions made by Mr. Kundan Kumar Mishra during his tenure
as Independent Director of the Company.

Mrs. Bhavika Parbat Dabhi (DIN: 07920161), Independent Director of the Company, tendered his
resignation from the Board of the Company with effect from 1^st May, 2023, due to personal reasons
and there was no other material reason for such resignation. The Board of Directors placed on record
their sincere appreciation for the contributions made by Mrs. Bhavika Parbat Dabhi during his tenure
as Independent Director of the Company.

Mr. Swaraj Kumar Singh (DIN: 10469348) has been appointed as the Director of the Company for a
period of five years with effect from 14^th February, 2024, pursuant to the recommendation of
Nomination & Remuneration Committee and Audit Committee, the Board of Directors at their
meeting held on 14^th February, 2024, The appointment of Mr. Swaraj Singh as the Director of the
Company was approved by shareholders of the Company through Postal Ballot on 16^th May, 2024 by
way of special resolution.

Mr. Arani Guha (DIN: 05134269) was appointed as an Independent Director of the Company with
effect from 5^th September, 2023, for a period of five years pursuant to the recommendation of
Nomination & Remuneration Committee, the Board of Directors at their meeting held on 5^th
September, 2023, has approved the appointment of Mr. Arani Guha as an Independent Director of the
Company not liable to retire by rotation for a period of five years with effect from 5^th September,
2023, which is approved by shareholders of the Company at the Annual General Meeting held on 29^th
September, 2023, by way of special resolution.

Mr. Raj Sharma (DIN: 08153697) was appointed as an Independent Director of the Company with
effect from 5^th September, 2023, for a period of five years pursuant to the recommendation of
Nomination & Remuneration Committee, the Board of Directors at their meeting held on 5^th
September, 2023, has approved the appointment of Mr. Arani Guha as an Independent Director of the
Company not liable to retire by rotation for a period of five years with effect from 5^th September,
2023, which is approved by shareholders of the Company at the Annual General Meeting held on 29^th
September, 2023, by way of special resolution.

Mrs. Madhuri Pandey (DIN: 08358534) was appointed as an Independent Director of the Company
with effect from 5^th September, 2023, for a period of five years pursuant to the recommendation of
Nomination & Remuneration Committee, the Board of Directors at their meeting held on 5^th
September, 2023, has approved the appointment of Mr. Arani Guha as an Independent Director of the
Company not liable to retire by rotation for a period of five years with effect from 5^th September,
2023, which is approved by shareholders of the Company at the Annual General Meeting held on 29^th
September, 2023, by way of special resolution.

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

Mrs. Swati Garg, Director & Chief Financial Officer of the Company ceased to hold the office of Chief
Financial Officer on 14^th November, 2023. Based on the recommendation of Nomination and
Remuneration Committee & Audit Committee, the Board at its Meeting held on 14^th February, 2024,

appointed Mr. Swaraj Kumar Singh as the Chief Financial Officer of the Company. The appointment of
Mr. Swaraj Singh as Chief Financial Officer was approved by shareholders of the Company through
Postal Ballot on 16^th May, 2024, by way of a special resolution.

Mr. Akhil Kumar resigned from the post of Company Secretary of the Company with effect from 14^th
November, 2023

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,
2024 are:

1. Mr. Samir Biswas - Managing Director

2. Mr. Swaraj Singh - Director and Chief Financial Officer

3. Mrs. Swati Garg - Director

DECLARATION BY INDEPENDENT DIRECTORS

There are three Independent Directors on the Board of the Company as on the date of this report.
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted
declarations that each of them meet 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 SEBI Listing Regulations. There
has been no change in the circumstances affecting their status as Independent Directors of the
Company.

The Independent Directors have also submitted a declaration confirming that they have registered
their names in the databank of Independent Directors as being maintained by the Indian Institute of
Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and the required directors have qualified the online proficiency self-assessment
test in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
None of the independent directors are aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence. The board of directors have
taken on record the declaration and confirmation submitted by the Independent Directors after
undertaking due assessment of the same and in their opinion the Independent Directors fulfil the
conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel
formulated by the Company as per Listing Regulations.

MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 14^th November, 2023, without the
presence of Non-Independent Directors and members of management. Mrs. Madhuri Pandey
designated as the lead independent director, chaired the Independent Director's meeting. Following
matters were, inter alia, reviewed and discussed in the meeting:

• Performance of Non-Independent Directors and the Board of Directors as a whole.

• Performance of the Chairman of the Company after taking into account the views of Executive
Directors.

• Assessment of the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

On the recommendation of Nomination and Remuneration Committee, the Company has formulated
and adopted a Nomination and Remuneration Policy which is in accordance with the Act and the
Listing Regulations. The Policy aims to attract, retain and motivate qualified people at the board and
senior management levels and ensure that the interests of Board members & senior executives are
aligned with the Company's vision and mission statements and are in the long-term interests of the
Company.

The Nomination and Remuneration Policy of the Company has been designed with the following basic
objectives:

• To set out a policy relating to remuneration of Directors, Key Managerial Personnel's, Senior
Management Personnel's and other employees of the Company.

• To formulate criteria for appointment of Directors, Key Managerial Personnel's and Senior
Management Personnel's.

• To formulate the criteria for determining qualification, competencies, positive attributes and
independence for appointment of a director002E

The Policy is available on the website of the Company at http://www.shyamainfosys.in/

The remuneration paid to the directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of
Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of
evaluation of the Board as a whole, its committees and the individual Directors.

The Company has an evaluation system wherein the Independent Directors evaluate the performance
of the Executive Directors, the Chairman and the Board as a whole and thereafter the Board evaluates
the performance of all the individual Directors, the committees and the Board as a whole. The Policy
lays down the criteria on which the evaluation is to be done and a structured questionnaire (evaluation
form) with a rating matrix forms part of the Policy. The Chairman as per the evaluation Policy of the
Company, after discussion, deliberation and consultation with all the Directors (except the Director
being evaluated) fills up the evaluation form for the individual Directors, the Committees and the
Board as a whole.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the Company confirm that:

• in the preparation of the Annual Accounts for the year ended 31^st March, 2024, 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, 2024 and of the profit of the Company for the year ended on
that day;

• 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;

• the Annual Accounts for the year ended 31^st March, 2024, have been prepared on a "going
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.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (five) times during the Financial Year 2023-24 viz., on 29^th May, 2023, 14^th August,
2023, 5^th September, 2023, 14^th November, 2023 and 14^th February, 2024. The meetings were held in
hybrid mode i.e. both physically and virtually in accordance with the applicable provisions of the Act.
The details relating to attendance of Directors in each board meeting held during the Financial Year
2023-24 have been separately provided in the Corporate Governance Report.

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.

There has been no instance where the Board has not accepted any of the recommendations of the
Audit Committee.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term Internal Financial Control ('IFC') means the policies
and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business,
including adherence to Company's policies, the safeguarding of its assets, the prevention and early
detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information.

The Board is responsible for ensuring that internal financial control is laid down in the Company and
that such controls are adequate and operating effectively. The Company's internal control systems
commensurate with the nature of its business and the size and complexity of its operations. These are
routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories
and key business areas of the company.

Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency
and adequacy of internal control system including internal financial control in the company.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i)
of the Act forms part of the Audit Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy in compliance with the provisions
of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a
framework to promote responsible and secured reporting of unethical behaviour, actual or suspected
fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by
Directors, employees and the management. The Vigil Mechanism/Whistle Blower Policy is available
on the website of the Company at http://www.shyamainfosys.in/

The Company endeavours to provide complete protection to the Whistle Blowers against any unfair
practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity
with this Policy. It is affirmed that no personnel of the Company has been denied access to the Audit
Committee and no case was reported under the Policy during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a
Policy on dealing with Related Party Transactions ('RPTs') and the same are available on the website
of the Company at http://www.shyamainfosys.in/ The Policy intends to ensure that proper approval,
reporting and disclosure processes are in place for all the transactions taking place between the
Company and Related Parties.

All related party transactions are entered into only after receiving prior approval from the Audit
Committee. Omnibus approvals are obtained each year for transactions which are repetitive in nature.
A statement of all related party transactions entered into is placed before the Audit Committee and
Board of Directors for its review on a quarterly basis, specifying the nature, value and terms of the
transaction.

During the year under review, all transactions entered into by the Company with related parties were
in compliance with the applicable provisions of the Act and the Listing Regulations, details of which
are set out in the Notes to Financial Statements forming part of this Annual Report. All the transactions
have been duly evaluated by the Audit Committee and Board and have been found beneficial for the
Company. These transactions were inter alia based on various considerations such as business
exigencies, synergy in operations and resources of the 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the
Act form part of the Notes to the financial statements of the Company.

No loans, guarantees and investments were made during the year.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from

time to time in respect of Directors/employees of the Company is attached as "Annexure- B" to this
report.

AUDITORS & AUDIT REPORTS
Statutory Auditors and Auditor's Report

M/s G Kalawatia & Associates, Chartered Accountants, (FRN: 332648E), as Statutory Auditor of the
Company for a period of 5 (Five) consecutive years commencing from the conclusion of the ensuing
33^rd Annual General Meeting of the Company until the conclusion of the 38^th Annual General Meeting.
M/s G Kalawatia resigned with effect from 14^th February, 2024 due to personal reasons.

M/s. A O Mittal & Associates, Chartered Accountant, (Firm Registration No. 014640C) be and are hereby
appointed as the Statutory Auditors of the Company w.e.f. 14^th February, 2024 to fill the casual vacancy
caused due to resignation of Mr. G Kalawatia & Associates Firm Registration No. 332648E) to hold office
till the conclusion of the forthcoming Annual General Meeting. and was approved by shareholders of
the Company through Postal Ballot on 16^th May, 2024, by way of a special resolution.

Your Company has received confirmation from M/s. A O Mittal & Associates, Chartered Accountant,
(Firm Registration No. 014640C) to be reappointed as the Statutory Auditors of the Company to this
effect that their appointment, if approved, by the members at the ensuing Annual General Meeting of
the Company, would be within the limits prescribed under Section 139 of the Companies Act, 2013,
and the rules framed thereunder and in accordance with Section 141 of the Companies Act, 2013. The
Board of Directors of your Company recommend appointment of M/s. A O Mittal & Associates,
Chartered Accountant, (Firm Registration No. 014640C as the Statutory Auditors of the Company for
four financial years up to the conclusion of 38th AGM of your Company.

The Auditor's Report on the standalone financial statements of the Company for the year ended 31^st
March, 2024, forms part of this Annual Report and there are no qualifications, reservations, adverse
remarks or disclaimer made by the statutory auditors in their report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. Sachin Kumar as
the Secretarial Auditor of the Company for the FY 2023-24. The Secretarial Audit Report for FY 2023¬
24 in form MR-3 is annexed to this report as "Annexure- C".

Internal Auditors

Pursuant to the provision of section 138 of the Companies Act, 2013 and The Companies (Accounts)
Rules 2014 the Company has appointed Mr. Abhishet Basu, to undertake the Internal Audit of the
Company for the F.Y. 2023-2024. There stood no adverse finding & reporting by the Internal Auditor
in the Internal Audit Report for the year ended 31^st March, 2024.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances of fraud committed
against the Company as required to be reported under Section 143 (12) of the Act.

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 31^st March, 2024, is available on the website of the Company
at http://www.shyamainfosys.in/

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the
meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As
on 31^st March, 2024, there were no deposits lying unpaid or unclaimed.

Loan has been advanced to the Company by some of the Directors during the year, details of which
are available in notes to the financial statements.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on
corporate governance practices followed by the Company, together with a certificate from the
Company's Statutory Auditors confirming compliance with the same has been disclosed under the
Corporate Governance Report section of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2023-24, the Company has complied with all the relevant provisions of the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board
Meetings and General Meetings.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. The Company has always
been proactive in providing growth, learning platforms, safe workplace and personal development
opportunities to its workforce. The core focus of the Company has been on improvement and
upliftment of the employees through continuous training & development programmes. The human
resource department of the Company through its persistent efforts strives to achieve amicable
working and industrial relations as a result of which the employee relations remained cordial
throughout the year. The Company had 2100 permanent employees on its rolls as on 31^st March, 2024.

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.

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

Place: Kolkata Samir Biswas Swaraj Kumar Singh

Date: 30^th August, 2024 Managing Director Whole-Time Director & CFO

(DIN:07834496) (DIN:10469348)