Synoptics Technologies Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 17^th Annual Report of the Synoptics Technologies Limited (‘The Company) for the financial year ended on March 31, 2025.

1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Companys performance during the financial year ended 31^st March, 2025 are summarized in the following table:

PARTICULARS	Standalone		Consolidated
	2025	2024	2025	2024
Revenue from operations	4322.37	4324.32	4327.17	4324.32
Other income	11.07	17.89	11.48	17.34
Total Income	4333.44	4342.21	4342.21	4341.66
EBITDA	1133.08	1384.18	1133.65	1386.42
Tax Expenses: Current Tax	158.10	189.44	158.10	189.70
Deferred Tax	-	-	-	-
Profit / (Loss) for the Year	403.76	600.37	404.23	600.68
Earning per Equity Share
Basic	4.76	7.08	4.77	7.08
Diluted	4.76	7.08	4.77	7.08

2. COMPANYS PERFORMANCE REVIEW:

Consolidated Performance

• Total revenue (including other income) at T 4342.21 Lakhs, for the year 2025 as compared to T 4341.66 Lakh in financial year 2024.

• Profit After Tax at T 404.23 Lakhs in financial year 2025 as against T 600.68 Lakhs in financial year 2024.

• EBITDA stood at T 1133.65 Lakhs in financial year 2025 as against T 1386.42 Lakhs in financial year 2024.

Standalone Performance

• Total revenue (including other income) at T 4333.44 Lakhs, for the year 2025 as compared to T 4342.21 Lakh in financial year 2024.

• Profit After Tax at T 403.76 Lakhs in financial year 2025 as against T 600.37 Lakhs in financial year 2024.

• EBITDA stood at T 1133.08 Lakhs in financial year 2025 as against T 1384.18 Lakhs in financial year 2024.

Your Directors express their satisfaction on the overall financial performance and the progress made by the Company during the year under review.

3. OPERATIONS AND CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company continues to be engaged in the business of trading in IT products and of providing information & Telecom Technology (IT) networking solutions by way of LAN/WAN/Wireless/RF/OFC/VPN & Managed Services and installation services along with providing end to end business support service solutions and data integration, business process workflows, business applications, messaging, networking, communication development services, business process outsourcing services, IT enabled services to its customers across the globe and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the financial year under review.

4. SHARE CAPITAL:

During the financial year under review, there has been no change in the Authorized, Issued, Subscribed, and Paid-up Share Capital of the Company.

As of March 31, 2025, the Authorized Share Capital of the Company is INR 10,00,00,000/- divided into 1,00,00,000/- equity shares of INR 10/- each.

Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31,2025, is INR 84,80,000/- divided into 8,48,000/- equity shares of INR 10/- each.

5. DIVIDEND, UNPAID DIVIDEND AND IEPF:

The Board does not recommend any dividend for the financial year ended March 31,2025. Neither the Company was liable to, nor the Company has transferred any amount or shares to the Investor Education & Protection Fund (IEPF).

6. TRANSFER TO RESERVES

No amount has been transferred to reserves and the profit for the year has been retained in the profit and loss account.

7. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

The Company has a wholly owned subsidiary company namely Synoptics Communications Private Limited.

Synoptics Communications Private Limited (CIN: U64100MH2019PTC323656), is a Private Limited Company incorporated on April 03, 2019. The authorized Share Capital of the Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid- up Share Capital of the Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each.

The Company has a 100% equity stake in Synoptics Communications Private Limited and Synoptics Communications Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(86) of the Companies Act, 2013.

The Board of Directors (‘the Board) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial

statements of the Company and its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-I to the Boards report.

The statement also provides the details of performance and financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.synoptics.co.in

8. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All related party transactions are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has also adopted a related party transaction policy.

10. CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on conservation of energy	The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
Steps taken by the company for utilizing alternate sources of energy	None
Capital investment on energy conservation Equipments	Nil

B) Technology absorption:

Efforts made towards technology absorption	None
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported	None
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

C) Foreign exchange earnings and Outgo:

	2024-25	2023-24
Actual Foreign Exchange earnings	-	-
Actual Foreign Exchange outgo	-	-

11. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31, 2025, is available on Companys website at

https://synoptics.co.in/investors-relation/

12. PARTICULARS OF LOANS GRANTED, GUARANTEES GIVEN, OR INVESTMENTS MADE, OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in Notes to the standalone financial statements in the Annual Report.

13. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

There are no material changes or commitments affecting the financial position of the Company, subsequent to the close of the Financial Year 2024-2025 till the date of this Report

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

Significant audit observations, if any, and the corrective actions taken thereon are presented to the Audit Committee of the Company.

15. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointments

There are no appointments of Directors or KMPs during the Financial Year ended March 31, 2025.

(b) Resignation

There are no Resignation of Directors or KMPs during the Financial Year ended March 31, 2025.

(c) Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

A proposal for re-appointment of Mr. Jagmohan Manilal Shah, retiring director, as Executive Director of the Company shall be placed before the shareholders of the Company at the ensuing Annual General Meeting as per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

Your directors recommend their approval.

(d) Declaration by Independent Directors

The Company has duly complied with the definition of ‘Independence according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors.

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs (IICA).

(e) Evaluation by Independent Director

In accordance with the provisions of the Companies Act, 2013 and the Code for Independent Directors under Schedule IV, a separate meeting of the Independent Directors of the Company was held on March 27, 2025, without the presence of Non-Independent Directors and members of management.

At this meeting, the Independent Directors reviewed the performance of the Board as a whole, the Chairperson of the Company, and the quality, quantity, and timeliness of flow of information between the Companys management and the Board.

The evaluation was conducted through structured discussions and feedback mechanisms, focusing on strategic guidance, governance effectiveness, and the facilitation of independent judgment. The Independent Directors expressed satisfaction with the overall functioning of the Board and its Committees, and provided suggestions for further strengthening Board processes and stakeholder engagement.

Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is not applicable for financial year 2024-2025.

(f) Disqualification of Directors:

During the financial year 2024-2025 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

(g) MD / WTD draws commission from co, and also draws remuneration or commission drawn from holding / subsidiary company

Neither the Managing Director nor the Whole Time Directors of the Company have drawn any remuneration/ commission from the subsidiary companies of the Company.

Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is not applicable for financial year 2024-2025.

16. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings:

During the year under review the Board of Directors met four times at their meeting held on May 29, 2024, September 07, 2024, November 14, 2024, & March 27 2025.

Gap between two Board meetings during the year under review did not exceed one hundred and twenty days. A requisite quorum was present for all the meetings.

The attendance of the Board members at the Board meetings held during the year is as follows:

Name of the Directors	Designation	No. of Meetings Eligible to Attend	No. of Meetings Attended
Jatin Jagmohan Shah	Managing Director	4	4
Jagmohan Manilal Shah	Director	4	4
Amitabh Kundan	Whole-time Director	4	4
Nirbhaysingh Sohal	Whole-time Director	4	4
Bijal Ashish Sanghavi	Independent Director	4	4

As on March 31, 2025, the Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder Relationship Committee

i. Audit Committee:

Your Company has constituted an Audit Committee ("Audit Committee") as per section 177 of the Companies Act, 2013.

The composition of the Audit committee as follows: -

Name of the Director/Member	Designation	Nature of Directorship
Mr. Nirbhay Singh	Chairman	Independent & Non - Executive Director
Mr. Amitabh Kanaiyalal Kundan	Member	Independent & Non - Executive Director
Mr. Jagmohan Shah	Member	Director

All members of the Audit Committee have the requisite qualification for appointment on the committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a secretary to the Committee.

During the Financial Year 2024-25, the Audit Committee of the Board of Directors met Four (4) times viz May 29, 2024, September 07, 2024, November 14, 2024, & March 27 2025.

The Role and powers of the committee are as under:

1) Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7) Reviewing and monitoring the auditors independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary.

11) Evaluation of internal financial controls and risk management systems.

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors on any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards), whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

a. Management Discussion and Analysis of financial condition and results of operations.

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

c. Management letters / letters of internal control weaknesses issued by the statutory auditors.

d. Internal Audit Reports relating to Internal Control Weaknesses.

e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee.

23) Statement of deviations:

a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Powers of the Audit Committee:

- Investigating any activity within its terms of reference;

- Seeking information from any employee;

- Obtaining outside legal or other professional advice; and

- Securing attendance of outsiders with relevant expertise, if it considers necessary.

ii. Nomination & Remuneration Committee

The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.

The Composition of the Nomination and Remuneration Committee are as under:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Name of the Director/Member	Designation	Nature of Directorship
Mr. Nirbhay Singh	Chairman	Independent & Non - Executive Director
Mr. Amitabh Kanaiyalal Kundan	Member	Independent & Non - Executive Director
Mrs. Bijal Ashish Sanghavi	Member	Non - Executive Director

During the Financial Year 2024-25, the Nomination and Remuneration Committee of the Board of Directors met One Time i.e. November 14, 2024.

ROLE OF THE COMMITTEE:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.

b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

c) Devising a policy on diversity of Board of Directors.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

iii. Stakeholders Relationship Committee

The Company has constituted a stakeholders relationship committee to redress the complaints/grievances of its shareholders/investors related to non-receipt of annual report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. The stakeholder relationship committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The composition of the Stakeholders Relationship Committee is as under:

Name of the Director/Member	Designation	Nature of Directorship
Mrs. Bijal Ashish Sanghavi	Chairman	Non - Executive Director
Mr. Nirbhay Singh	Member	Independent & Non - Executive Director
Mr. Amitabh Kanaiyalal Kundan	Member	Independent & Non - Executive Director

During the Financial Year 2024-25, the Stakeholders Relationship Committee of the Board of Directors met One Time i.e. November 14, 2024.

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company.

The terms of reference of the Investor Grievance Committee include the following:

a. Redressal of shareholders/investors complaints;

b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

d. Non-receipt of declared dividends, balance sheets of the Company; and

e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure

b) Requirements) Regulations, 2015.

iv. Meeting of Independent Directors

In compliance with Schedule IV to the Companies Act, 2013, the Independent Directors held their separate meeting on March 27, 2025, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

• Review the performance of non-independent directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, considering the views of executive directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

v. Vigil Mechanism for the Directors and Employees:

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle-blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company at https://synoptics.co.in/investors-relation/

vi. Corporate Social Responsibility Policy

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company https://synoptics.co.in/investors-relation/

The Company undertakes one or more activities which fall within the provisions of Schedule VII of the Act.

During the year, the Company was required to spend an amount of INR 14.98 Lakhs on CSR activities and the Company has spent an amount of INR 15 Lakhs during the year.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘Act), is annexed to this report as "Annexure V" to this Report.

vii. Annual Evaluation of Directors, Committee and Board as a whole

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The manner in which the evaluation has been carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test

conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.

17. AUDITORS OF THE COMPANY

(a) Statutory Auditor

Members of the Company have approved the appointment of M/s. Yogesh J Walavalkar & Co., Chartered Accountants, Palghar, (FRN: 132628W), as the statutory auditors of the company for a consecutive term of five years at the Annual General Meeting held on September 29, 2023 till the conclusion of Annual General Meeting for the financial year 2027-28.

Observations of Statutory auditors on accounts for the year ended March 31, 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Reporting of frauds by statutory auditors under Section 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014

(b) Secretarial Auditor

During the year under review, the Board of Directors had appointed M/s. Mishra and Associates, Practicing Company Secretaries, Mumbai, as the Secretarial Auditors of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by M/s. Mishra & Associates, Company Secretaries, for the Financial Year 2024-25. In Form MR-3 is annexed as "Annexure VI" and forms a part of this Report.

(c) Internal Auditor

M/s. Rishabh S Vora & Co, Chartered Accountants, Mumbai, were as Internal Auditors of the Company for conducting Internal Audit functions for the financial year 2024-25.

(d) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint Cost Auditor.

(e) Maintenance of Cost records

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

18. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Details of significant and material orders passed by the Regulator or Court or Tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and companys operation in future except SEBI vide its interim order dated 6th May, 2025 (Interim Order) whereby SEBI has restrained the Company and its Promoters i.e. Mr. Jatin Jagmohan Shah, Mr. Jagmohan Manilal Shah and Mrs. Janvi Jatin Shah from buying, selling or dealing in the securities market or associating themselves with the securities market, either directly or indirectly, in any manner whatsoever until further orders.

Company has filed an appeal with Securities Appellate Tribunal and Securities Appellate Tribunal (SAT), Mumbai, has passed an order dated June 18, 2025, in Appeal No. 294 of 2025 filed by Synoptics Technologies Ltd. and other appellants against the interim order issued by the Securities and Exchange Board of India (SEBI) dated May 6, 2025.

The SAT has, inter alia, taken note of the fact that the investigation by SEBI is still ongoing and that no conclusive findings have been made against the appellants. The SAT has accepted the undertaking given by the appellants to comply with the directions contained in paragraph 49(a) of the SEBI interim order.

The SAT accordingly has stayed the operation of the impugned order as it applies to the appellants.

The SAT has also granted liberty to the appellants to file a detailed reply before SEBI, and SEBI has been directed to provide inspection of relevant documents within two weeks, following which the appellants shall file their reply within four weeks.

There is no operational impact on the functioning of the company. The quantifiable financial impact on the Company cannot be ascertained at this point in time.

Risk Management Policy:

The Company has a risk management framework in place for identification and management of risks including to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2025, the Board of Directors hereby confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) such accounting policies have been selected and applied consistently, and the Directors 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 as March 31, 2025, and of the profit/loss of the Company for that year.

c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts of the Company have been prepared on a going concern basis.

e) They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Disclosure regarding Internal Complaints Committee under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2024- 2025.

Particulars	Number
Number of cases pending as on the beginning of the financial year	Nil
Number of complaints filed during the year	Nil
Number of cases pending as on the end of the financial year	Nil
Number of cases pending for a period exceeding 90 days	Nil

Statement on Compliance with Maternity Benefit Act, 1961:

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

Disclosure of reason for difference between valuation done at the time of taking loan from Bank and at the time of One Time Settlement:

There was no instance of a one-time settlement with any Bank or Financial Institution. Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards on Board and General Meetings issued by the Institute of Company Secretaries of India.

Management Discussion and Analysis:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as "Annexure IV."

Particulars of Employees:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are given in "Annexure IN" to this Report.

Further the Company has no employee who is in receipt of remuneration of either:

1. Rs. 8,50,000 /- per month or INR 1,02,00,000/- per annum or

2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company.

SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2024-2025. Corporate Governance:

The shares of the Company are listed on SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the

corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of subregulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company.

Hence Corporate Governance does not form part of this Boards Report.

Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

Insider Trading:

The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

Means of Communication:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Companys Website and stipulated communications to the Stock Exchange where the Companys shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies etc.

Human Resources:

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement. As on March 31, 2025, there were a total of 512 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

Website:

The Company has a website addressed as www. synoptics.co.in Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

Disclosure pursuant to Section 67(3) of Companies Act, 2013:

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates is not applicable to the Company during the financial year 2024-2025 pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.

Listing on Stock Exchange:

The Equity shares of the Company listed on the Emerge Platform of National Stock Exchange of India Limited (NSE).

Depository System:

Your Companys equity shares are in Demat form. The Company has appointed National Securities Depository Limited (NSDL) as designated depository to the Company.

Annual Listing Fees to the Stock Exchanges:

Synoptics Technologies Limited have listed its equity shares on the Emerge Platform of National Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL.

19. ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.

Your Directors very warmly thank all our employees for their contribution to your Companys performance. We applaud them for their superior levels of competence, dedication and commitment to your Company. We have immense respect for every person who risked their lives and safety to fight this pandemic.

For and on behalf of the Board
For Synoptics Technologies Limited
Jatin Jagmohan Shah	Jagmohan Manilal Shah
Managing Director	Director
DIN:02329469	DIN:02329506
Date: September 06, 2025 Place: Mumbai