Your Directors have pleasure in presenting their FORTY SECOND ANNUAL REPORT of the Company
together with Audited Statement of Accounts for the year ended MARCH 31, 2025.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are as under: (Rs. In Lakhs)

OPERATING & FINANCING PERFORMANCE

The Income from Operations stood at Rs. 451.25 Lakhs compare to the previous financial year Rs.
945.45 Lakhs. The Company is exploring other modes of revenue to maximize returns to the
Shareholders.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the operational activities of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments, affecting the Financial position of the
Company which have occurred between the end of the Financial Year of the Company to which the
Financial Statements relate and the date of the report.

DIVIDEND

The Company does not have any profit during the Financial Year. The Board of Directors have
considered it prudent not to recommend any dividend for the Financial Year under review.

TRANSFER TO RESERVE

The Company does not transfer any fund to reserve and surplus during the year under review.
CAPITAL STRUCTURE

During the year, upon right issue of equity shares, the Board has allotted 2,00,08,810/- Equity shares
There has been changes in the Capital Base of the Company, which comprises of 32,02,25,960 Equity
Shares of Rs. 10/- each.

During the year the company has not issued shares with differential voting rights nor has granted any
stock options or sweat equity shares. As on March 31, 2025, none of the Directors of the Company
hold instruments convertible into Equity Shares of the Company.

SUBSIDIARY / IOINT VENTURES / ASSOCIATES

Roopyaa General Trading Co. LLC is the subsidiary Company of Shrydus Industries Limited
incorporated in UAE.

EXTRACTS OF ANNUAL RETURN

As required under Section 134(3)(a) & Section 92(3) of the Act, the Annual Return is put up on the
Company's website and can be accessed at www.shrydus.com & Extracts of the Annual return in form

MGT 9 for the Financial Year 2024-25 is uploaded on the website of the Company and can be accessed
at www.shrydus.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:

- in the preparation of Annual Accounts, the applicable accounting standard have been followed
along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reason- able and prudent so as to give true and fair view of the
state of affairs of the Company at the end of Financial Year March 31, 2025 and the Profit or Loss
of the Company for the period;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act for safeguarding the assets of the
Company and preventing and detecting fraud.

The Directors had prepared the Annual Accounts for the Financial Year Ended March 31, 2025 on
a going concern basis.

- the Directors had laid down Internal Financial Controls to be followed by the Company and that
such Internal Financial Controls are adequate and were operating effectively.

- the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope of work includes review of process for safeguarding the assets of the Company,
review of operational efficiency effectiveness of systems and processes, and assessing the internal
control in all areas.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board consists of the following persons:

Key Managerial Personnel

(1) Shrey Premal Parekh - Managing Director

(2) Premal Shailesh Parekh - Chief Financial Officer

(3) Devang Doshi - Company Secretary

Non- Executive, Non-Independent Director

1) Mr. Ashok Chaganlal Thakkar
Executive Director
1) Neha Premal Parekh
Non-Executive, Independent Directors

(1) Mr. Samir Kothari

(2) Mrs. Rashmi Anil Shah

(3) Mr. Bhavya Sudhir Shah

(4) Mr. Nagbhushan Rao

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of
Association, Mrs. Neha Premal Parekh, Director of the Company, retires by rotation at the ensuing
Annual General Meeting of the Company and being eligible offer for re-appointment.

The above re-appointment form part of the Notice of the Annual General Meeting.

MEETINGS OF THE BOARD

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013. During the year, 09 (Nine) Board Meetings were held on the following dates:

(i) 07^th May, 2024

(ii) 28^th May, 2024

(iii) 08^th July, 2024

(iv) 05^th September, 2024

(v) 07^th October, 2024

(vi) 16^th December, 2024

(vii) 01^st February, 2025

(viii) 14^th February, 2025

The composition of the Board and the attendance details of the Members are given below:

INDEPENDENT DIRECTORS’ MEETING

During the year under review, the Independent Directors met on October 07, 2024, inter alia, to
discuss:

- Evaluation of the performance of Non Independent Directors and the Board of Directors as a
whole ;

- Evaluation of the performance of Chairman of the Company, taking into account the views of the
Executive and Non Executive Directors.

- Evaluation of the quality, content and timelines of flow of information between the Management
and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

DECLARATION BY INDEPENDENT DIRECTORS’

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

AUDITORS' AND AUDITORS' REPORT
Statutory Auditors

Rajesh Kumar Gupta and Associates, Chartered Accountant was appointed as the statutory auditor of
the company.

The observation made in the Auditors' Report read together with relevant notes thereon are self
explanatory and hence, do not call for any further comments under Section 134 of the Companies Act,
2013.

The observations of the Auditors are duly dealt in Notes of Accounts attached to the Balance Sheet and
are self-explanatory in nature.

Secretarial Audit

The Board has appointed M/s. Pimple & Associates, Practicing Company Secretaries, to carry out the
Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial
Year 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed
herewith and marked as Annexure - ‘I' to this Report.

COMMITTEES OF THE BOARD

The Company has constituted different Committees under the Board that are mandated under the
Companies Act, 2013.

[I] Mandatory Committees

(a) Audit Committee

The Audit Committee of the Board of Directors oversees the Financial Statements and Financial
Reporting before submission to the Board.

The Audit Committee is responsible for the recommendation of the appointment, remuneration,
performance and oversight of the Internal and Statutory Auditors. It reviews the Reports of the
Internal Auditors and Statutory Auditors. The Senior Management Personnel are invited to the
meetings of the Audit Committee, along with the Head of Internal Audit

During the year under review, the Audit Committee met 4 (Four) times to deliberate on the
various matters. The Meetings were held May 28, 2024, August 13, 2024, September 05, 2024,
October 17, 2024 and February 14, 2025.

The composition of the Committee and the attendance details of the Members are given below:

(b) Nomination and Remuneration Committee

Your Company has reconstituted the Nomination and Remuneration Committee of the
Company pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions
of this Committee include identification of persons who are qualified to become Directors and
who may be appointed as Senior Management, formulation of criteria for determining
qualifications, positive attributes, independence, recommendations of their appointments to
the Board, evaluation of every Director's performance, formulation of Remuneration Policy to
include recommendation of remuneration for Directors, Key Managerial Personnel and Senior
Management.

At present, there are 3 (Three) Members of the Nomination and Remuneration Committee, in
which two Directors are Non-Executive Directors Independent Directors and one is Non
Executive-, Non Independent.

During the year under review, the Nomination and Remuneration Committee met twice in
order to appoint to deliberate on the various matters. The Meeting was held on May 28, 2024
and September 05, 2024.

The composition Committee and the attendance details of the Members are given below:

Remuneration Policy, Details of Remuneration and Other T erms of Appointment of Directors.

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a
Policy for Selection and Appointment of Directors, Senior Management and their remuneration. This
Policy inter-alia includes:

(i) Criteria of Selection of Non-Executive Directors

- Non-Executive Directors will be selected on the basis of Identification of Industry / subject
leaders with strong experience. The advisory area and therefore the role may be defined for
each independent director;

- The Nomination and Remuneration Committee shall ensure that the Candidate identified for
Appointment as a Director is not disqualified for Appointment under Section 164 of the
Companies Act, 2013.

- In case of Appointment of Independent Directors, the Nomination and Remuneration
Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis
the Company so as to enable the Board to discharge its function and duties effectively.

(ii) Remuneration

Pursuant to the resolution passed at the Board Meeting held:

- The Independent Directors shall be entitled to receive remuneration by way of sitting fees for
each meeting of the Board or Committee of the Board attended by them, or such sum as may
be approved by the Board of Directors within the overall limits prescribed under the
Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

- In addition, Independent Directors shall be entitled to receive reimbursement of expenses for
participation in the Board/Committee Meetings.

(c) Stakeholders Relationship and Grievance Committee

Your Company has reconstituted the Stakeholders Relationship and Grievance Committee of
the Company pursuant to Section 178 of the Companies Act, 2013. At present, there are 3
(Three) Members of the Stakeholder's Relationship Committee, in which Two Directors are
Non-Executive Independent Director and One is Executive Director.

The meeting of Stakeholder's was held on28th May 2024 and 05^th September, 2024.

During the year under review, the Stakeholders Relationship and Grievance Committee met
twice in order to take on note the Share Transfer / Transmission / Demat of Shares / Sub¬
Division as intimated by the RTA of the Company.

The composition of the Share Transfer and Stakeholders Relationship Committee is given
below:

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

A Vigil (Whistle Blower) mechanism provides a formal mechanism to the Employees and Directors to
report to the Management concerns about unethical behavior, actual or suspected fraud or violation of
the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against
victimization of Employees and Directors to avail of the mechanism and also provide for direct
access to the Chairman of the Audit Committee in exceptional cases. Pursuant to the requirements of
the Act, the Company has established vigil mechanism for its Directors and Employees under the
supervision of Audit Committee. A Whistle Blower Policy setting out the vigil mechanism is already in
place in your Company.

RISK MANAGEMENT POLICY

The Management has put in place adequate and effective system and man power for the purposes of
risk management. In the opinion of the Board, following would threaten the existence risk of the
Company:

- Staying one step ahead of risk

The Company has laid down a well-defined risk management mechanism covering the risk
mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitoring of both
business and non business risks.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual
performance evaluation of its own performance, the Directors individually including the Chairman of
the Board as well as the evaluation of the Committees of the Board. The performance evaluation of the
Independent Directors was also carried out by the entire Board.

The results of the evaluation done by Independent Directors were reported to the Chairman of the
Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory.
The Directors expressed their satisfaction with the evaluation process.

ORDERS PASSED BY THE REGULATORS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company's operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN

There have been no cases lodged under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of Conservation of Energy and Technology Absorption as required under Section
134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not
applicable to the Company.

FOREIGN EXCHANGE EARNINGS OUT-GO

During the period under review there was no Foreign Exchange Earnings or out flow.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The Disclosures with respect to the Remuneration of Directors and Employees as required under
Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 along with, a statement containing particulars of
Employees as required under Section 197 of Companies Act, 2013 read with Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith and marked as Annexure - "II" and form part of this report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arm's length basis, in the ordinary course of business and
are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially

significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Accordingly, no transactions are being reported in Form AOC-2 in
terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2 014.

However, the details of the transactions with the Related Party are provided in the Company's
financial statements in accordance with the Accounting Standards.

PARTICULARS OF LOAN GIVEN. INVESTMENTS MADE. GUARANTEES AND SECURITIES
PROVIDED

No loan given, investment made, guarantee given and security provided during the Financial Year
under Report.

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are tradable compulsorily in Electronic Form and
the Company has established connectivity with both the Depositories in the Country i.e., NSDL and
CDSL. In view of the various advantages offered by the Depository System, Members are requested to
avail of the facility of dematerialization of the Company's shares on either of the aforesaid
Depositories.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the
Board and all Employees in the course of day-to-day business operations of the Company. A copy of
Certificate of Compliance thereof is annexed herewith and marked as Annexure - ‘HP.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in Securities by the Directors and Designated Employees of the Company. The Board is
responsible for implementation of the Code.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

According to SEBI (Listing Obligations and Disclosure Requirements), 2015, Regulation 27(2) is
applicable for the Company during this Financial Year 2024-25. Therefore, the Corporate Governance
Report is attached as Annexure - ‘IV'

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, the provisions for Corporate Social Responsibility are
not applicable to the Company.

LISTING

Your Company's shares are listed at BSE Limited and the Calcutta Stock Exchange Limited. However,
delisting Application with the Calcutta Stock Exchange Limited is still under process.

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements
formulated by Securities and Exchange Board of India (SEBI), the CEO/CFO certification has been
submitted to the Board and a copy thereof is annexed herewith and marked as Annexure - ‘V'

ACKNOWLEDGEMENT

Your directors wish to thank the Shareholders, Clients, Bankers and Others associated with the
Company for their continued support during the year. Your directors also wish to place on record
their appreciation for the dedication and commitment of the Employees at all levels.

BY ORDER OF THE BOARD

FOR SHRYDUS INDUSTRIES LIMITED

FORMERLY KNOWN AS VCK CAPITAL MARKET SERVICES LIMITED
SD/-

SHREY PAREKH
MANAGING DIRECTOR
DIN:08513653

REGISTERED OFFICE

M/s. Mangalam Housing Development Finance Limited, 24 & 26 Hemanta Basu Sarani,

R.N. Mukherjee Road Kolkata-700001, West Bengal

Dated: 04/ 09/2025