Shyam Telecom Ltd Management Discussions

(Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

INDUSTRY AND INDIAN TELECOM SECTOR

In an era dominated by digital connectivity and technological advancements, Indias telecommunication sector plays a pivotal role in facilitating communication, data transmission, and emerging technologies like 5G.

The liberal and reformist policies of the Government of India have been instrumental along with strong consumer demand in the rapid growth of the Indian telecom sector. The Government has enabled easy market access to telecom equipment and a fair and proactive regulatory framework that has ensured the availability of telecom services to consumers at affordable prices. The deregulation of Foreign Direct Investment (FDI) norms has made the sector one of the fastest-growing and the top five employment opportunity generators in the country. India ranks as the worlds second-largest market in terms of total internet users.

According to Invest India, the nations telecommunication industry stands as the worlds strongest, boasting a subscriber base of 1.17 billion as of September 2023. This encompasses both wireless and wireline subscribers. Moreover, it holds the position of the third-largest sector in terms of foreign direct investment (FDI) inflows into the country. The Government of India is working to digitally connect the rural and remote regions in the country and has decided on a new affordable tariff structure with the principle of the more you use, the less you pay. The changes are reflected in tariff changes by service providers in the country.

Union Minister of Communications, Government of India, stated that the government will provide the required support for achieving the dream of a fully connected and truly empowered India soon, while it inaugurated a national conference on

‘BharatNet and its utilization with states. Furthermore, contributing to the expansion of Indias telecommunication market is the projection that the country is poised to emerge as the worlds largest smartphone market by 2025, as per GSMA. According to the latest GSMA report, the smartphone adoption rate in India was 77% in 2023.

The objective of the Memorandum of Understanding is to further increase co-operation between the Parties in the field of

Intellectual Property Rights, in accordance with the responsibilities of the two institutions in this area and in the strengthening of the Intellectual Property Offices, both in India and in United States, for the benefit of their respective industry and citizens.

The Indian mobile phone industry expects that the Government of Indias boost to the production of battery chargers will result in the setting up of 365 factories, thereby generating 800,000 jobs by 2025 as per the Indian Cellular Association, according to a report by Canaly.

Following the global thrust towards 5G, India is now gearing up to embrace the next wave of wireless technology 6G. Expected to offer unprecedented data speeds and lower latency, 6G technology is pivotal to Indias vision of staying ahead in the global tech race. Semiconductor innovations, particularly in advanced radio frequency (RF) and millimeter-wave chips, are central to realizing these ambitions. The integration of power-efficient semiconductor designs will be crucial in sustaining these high-performance networks.

These trends highlight the sectors adaptation to new technological realities and consumer demands, showcasing a blend of innovation, strategic planning, and forward-thinking approaches in the industry. The Internet of Things (IoT) is set to expand significantly across various sectors, including healthcare, manufacturing, and urban infrastructure. With the increasing reliance on digital technologies, cybersecurity in the telecom sector is becoming more critical. Investments in sophisticated cybersecurity measures are expected to surge, with a focus on safeguarding networks and customer data.

The Indian telecom sector is at the forefront of a major transformation, driven by rapid technological advancements and significant shifts in market dynamics. This year is marked by the increasing importance of semiconductor technology, which is integral to the evolution and enhancement of telecommunications. As we explore the landscape of the telecom sector, it is essential to focus on the key trends that are shaping its future.

The Indian telecom sector in 2024 is characterized by a blend of technological innovation and strategic market evolution. The integration of advanced semiconductor solutions is instrumental in this transformation, catering not only to the growing demands for connectivity and speed but also to the essential aspects of security, sustainability, and personalized user experience. As the sector continues to evolve, the synergy between telecom and semiconductor technologies is poised to play a critical role in shaping Indias digital future.

The subscriber base of 1,190.33 million in

The Telecom industry in India is the second largest in the world with a subscriber base of 1.091 Bn as December 2023. of March, 2024 (wireless + wireline subscribers). India has an overall tele-density of 85.69%, of which, the tele-density of the rural market, which is largely untapped, stands at 59.19% while the tele-density of the urban market is 133.72 %.

GOVERNMENT INITIATIVES

The Telecommunications industry is divided into following subsectors: Infrastructure, Equipment, Mobile Virtual Network

2.67%

Operators (MNVO), White Space Spectrum, 5G, Telephone service providers and Broadband.

Wireless

As per GSMA, India is on its way to becoming the second-largest smartphone market globally by 2025 with around 1 Bn installed devices and is expected to have 920 Mn unique mobilesubscribers by 2025 which will include 88 Mn 5G connections.Wireline It is also estimated that 5G technology will contribute approximately $450 Bn to the Indian Economy in the period of 2023-

2040. 97.33%

India added over 500 Mn new smartphone users over the last decade. We are expected to have 850 Mn smartphone users by

2026, representing ~55% of the total population.

Under the Union Budget 2023, The Government of India plans to set up one hundred labs for developing applications using832.2 ^904.5 5G services in engineering institutions to realize a new range of opportunities, business661.9 models, and employment potential. ^{747.4 792.1} 518.6

The DoT is targeting a combination of 100% broadband connectivity in the villages, 70% fiberisation of towers, average broadband speeds of 50 Mbps and 50 Lakh kms of optic fibre rollouts at a pan-India level by Dec 2024. Broadband connections rose to 924.07 Mn in March 2024 from 61 Mn in March 2014, growing by 1414%.

PERFORMANCE

Your Company is exploring other avenues for business and is in discussions / negotiations with various vendors.

OPPORTUNITIES AND THREATS

ADVANTAGE

Indias5Gsubscriptions to have 350 million by 2026, accounting for 27% of all mobile subscriptions. The value of export of INDIA cell phones in FY23 at Rs. 90,000 crore (US$ 10.84 billion). Moreover, during April-June 2023, electronic goods exports were estimated at US$ 6.89 billion.

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By 2025, India will need Rs. 22 million skilled workers in 5G-centric technologies such as Internet of Things (IoT), Artificial Intelligence (AI), robotics and cloud computing. India ranks 2nd in "international mobile broadband internet traffic" and

"international Internet bandwidth."

ROAD AHEAD / OUTLOOK

The telecommunications industry has been a constant driver of change, weaving itself into the fabric of how we live, work, and play. This transformation has accelerated 2.67% in recent years, fueled by several key factors:

Wireless

The Dawn of 5G: The migration to 5G networks represents a significant leap forward. 5G boasts far greater speeds and capacity compared to its predecessors, enabling applications and experiences that were previously unimaginable. Imagine Wireline near-instantaneous downloads, seamless streaming of ultra-high-definition content, and the ability to connect a multitude of devices with minimal lag. 5G forms the foundation for a future brimming with possibilities. 97.33%

The Rise of the Machines: Automation and artificial intelligence (AI) are rapidly transforming various sectors, and telecommunications is no exception. Automating routine tasks can free up human resources to focus on higher-level functions, while AI can analyze vast amounts of data to optimize network performance, predict customer needs, and personalize services.

832.2 ^904.5

The Internet of Things (IoT) Revolution: The internet of things (IoT) is the interconnection of everyday objects equipped with 661.9 ^{747.4 792.1} sensors and internet connectivity. This opens doors to a world of smart homes, connected cities, and industrial automation.518.6 Telecommunications companies play a crucial role in providing the robust and reliable network infrastructure necessary to support this explosion of connected devices.

However, this period of exciting transformation coincides with a challenging environment:

Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-23

Intensified Competition: The telecommunications landscape is becoming increasingly crowded, with new players entering the market and established companies vying for market share. This competition can drive down prices and force companies to innovate at a faster pace.

Regulatory Pressures: Governments are constantly revising regulations to ensure fair competition, consumer protection, and data privacy. Navigating this complex regulatory landscape adds another layer of complexity for telecommunications GOVERNMENT companies.

INITIATIVES

In light of these converging trends, the telecommunications industry needs a two-pronged approach:

Agility: Companies must be adaptable and responsive to changing market demands and technological advancements. This might involve embracing new business models, fostering a culture of innovation, and streamlining operations to make quicker decisions.

Cost Efficiency: With competition driving down prices, telecommunications companies need to find ways to operate more efficiently.Thiscouldinvolve automating processes, optimizing network infrastructure, and exploring new partnerships. ADVANTAGE The futureof the telecommunications industry hinges on its ability to navigate this transformation effectively. By embracing INDIA new technologies, staying agile, and controlling costs, telecommunications companies can ensure they remain at the forefront of progress, shaping a future where connectivity empowers us to live, work, and play in ways we can only begin to imagine.

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RISKS AND CONCERNS

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

Your Company has adopted the procedures in its Risk Management policy to ensure that all current and future material risk exposure of your Company is identified and mitigated. The policy explains the risk pertaining to financing activities, dependence on distribution network, and their mitigation. The policy is available on the Company website and can be read from there.

HUMAN RESOURCES

The Company recognizes and appreciates the contributions of all its employees to its growth. We strive to retain talent by promoting career development through job enrichment and empowerment, believing that our human resources are our greatest asset. Your Company maintains a cordial relationship with its employees by fostering a constructive work environment that supports productivity gains.

INTERNAL FINANCIAL CONTROLS

Your company takes ethical and responsible business practices seriously. We achieve this through a comprehensive compliance framework that ensures we operate within all legal and regulatory guidelines.

This framework includes:

a.) Dedicated Compliance Team: We have a team of experts who develop and maintain clear policies and procedures to guide our employees.

b.) Streamlined Decision-Making: Authority is delegated effectively to allow for swift, yet responsible, decision-making.

This structure is reviewed regularly to adapt to changing business needs.

c.) Robust Internal Controls: We have a well-defined system of key controls in place, ensuring smooth and efficient operations. These controls are regularly monitored by our internal audit department.

d.) Continuous Improvement: We are committed to ongoing improvement. We regularly identify areas to strengthen our internal controls and standardize processes, ensuring we operate at our best in a dynamic business environment.

M/s. D R & Associates, Chartered Accountants, served as the Companys Internal Auditors for the financial year 2023-24 and have been re-appointed for the financial year 2024-25 to conduct internal audit of the functions and activities of the Company.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Your Companys financial performance details are outlined in the separate Balance Sheet, Profit & Loss Account, and other accompanying financial statements. Key highlights are summarized below:

PARTICULARS	Financial Year 2023-2024*	Financial Year 2022-2023*
A. Revenue from Operations	-	-
B. Other Income	15.80	71.59
C. Total (A + B)	15.80	71.59
D. Profit / (Loss) before Exceptional Items and Tax	(284.12)	(469.99)
E. Exceptional Items/Loss Discontinuing Operations	6.76	-
F. Profit / (Loss) Before Tax	(290.88)	(469.99)
G. Less: Tax	21.67	17.12
H. Net Profit (F G)	(312.55)	(487.11)
I. Other Comprehensive Income / (Loss)	(0.791)	1.70
J. Total Comprehensive Income (H + I)	(320.46)	(485.41)
*Figures are as per IndAS

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. 312.55 Lacs, an improvement from the loss of Rs. 487.11 Lacs incurred in the financial year ending 31^st March, 2023.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS AS COMPARED TO THE PREVIOUS YEAR

Ratios	2023-24	2022-23	Reason for Significant (25%) Change
Debtors Turnover	NA	NA	No Sale during the reporting year
Inventory Turnover	NA	NA	No Sale during the reporting year
Interest Coverage Ratio	NA	NA	NA
Current Ratio	0.38	0.45	No Sale during the reporting year
Debt-Equity Ratio	(1.75)	(1.99)	NA
Operating Profit Margin (%)	NA	NA	No Sale during the reporting year
Net profit Margin (%)	NA	NA	No Sale during the reporting year

DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) and Companies

(Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Companies Act,

2013. Further, the Financial Statements have been prepared on a going concern basis under the historical cost convention on an accrual basis.

The Company continues to follow the period of 1^st day of April to 31^st day of March, each year as its financial year for the purpose of preparation of financial statements under the provisions of Section 2(41) of the Companies Act, 2013.

CAUTIONARY STATEMENT

The statements in the Management Discussion and Analysis regarding the Companys objectives, projections, estimates, and expectations are forward-looking statements as defined by applicable laws and regulations. The management believes these statements to be accurate to the best of its knowledge at the time of preparation. However, actual results may differ significantly from these expectations, whether expressed or implied. Consequently, the Company and the management shall not be held liable for any losses arising from actions taken based on the information provided herein. Several factors could significantly impact the Companys operations, including climatic and economic conditions affecting demand and supply, government regulations and taxation, and natural calamities, which are beyond the Companys direct control.

For and on behalf of the Board of Directors
Shyam Telecom Limited
Sd/-	Sd/-
Ajay Khanna	Nishi Sabharwal
Director	Director
DIN : 00027549	DIN : 06963293
Date – 10th May, 2024
Place – New Delhi