Syrma SGS Tech. Director Discussions


Dear Members,

Your Directors are pleased to present the 19 th Annual Report of Syrma SGS Technology Limited (the Company) together with the Audited financial statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS:

The Companys standalone and consolidated performance during the financial year ended March 31, 2023, as compared to the previous financial year, is summarised below:

Amounts in H Cr.

PARTICULARS STANDALONE CONSOLIDATED
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Revenue from Operations 1135.58 646.26 2,048.39 1,019.72
Other Income 37.07 7.83 43.75 12.28
Total Income 1172.65 654.09 2,092.14 1,032.00
Less: Expenses 1086.28 606.20 1,913.41 951.10
Profit Before exceptional items and Tax 86.37 47.89 178.73 80.90
Exceptional Items 0.00 0.00 - -
Profit before tax 86.37 47.89 178.73 80.90
Tax Expenses 31.36 17.28 55.62 26.76
Net Profit after Tax 55.01 30.60 123.08 56.67
Other Comprehensive Income 1.43 0.08 1.64 0.10
Total Comprehensive Income 56.45 30.68 124.72 56.58

STATE OF AFFAIRS OF THE COMPANY AND FINANCIAL PERFORMANCE

Your Company has carved out a niche in the Indian EMS industry. It aims at retaining and diversifying its clientele by delivering advanced solutions. Moreover, your Company received two approvals under the PLI scheme of Government of India including that for manufacturing Telecom & Networking Products and white Goods (Air Conditioners & LED Lights), which is likely to have positive influence on your Companys revenue model. With its extensive goal of mass production, your Company is emerging stronger every day.

This fiscal, most of the business verticals of the Company experienced a consistent order book. The Automotive, Consumer and Industrial segment of the Company witnessed a major traction on order booking.

On a standalone basis, during the year ended March 31, 2023, your Company registered its revenue from Operations of Rs. 1135.58 Cr against Rs. 646.26 Cr in the previous financial year 2021-22 delivering a topline growth of 75.71% over previous financial year 2021-22. Net profit after tax of the Company also improved to Rs. 55.01 Cr as against Rs. 30.60 Cr of the previous year, thus delivering a growth of 79.77% over the previous financial year 2021-22.

On consolidated basis, during the year ended March 31, 2023, your Company registered its revenue from Operations of Rs. 2,048.39 Cr against Rs. 1019.72 Cr in the previous financial year 2021-22 delivering a topline growth of 100.88% over previous financial year 2021-22. Net profit after tax of the Company also improved to Rs. 123.08 Cr as against Rs. 56.67 Cr of the previous year, thus delivering a growth of 117.19% over the previous financial year 2021-22.

LISTING OF EQUITY SHARES:

During the year under review your Company made an Initial Public Offer (the Offer) comprising:

Offer of Equity Shares of which: 38,187,541 Equity Shares, aggregating to J 840.126 Crore
(i) Fresh Issue 3,48,18,181 Equity Shares, aggregating to H 766.00 Crore
(ii) Offer for Sale 33,69,360 Equity Shares, aggregating to H 74.126 Crore

The offer had been authorised by a resolution of our Board dated November 13, 2021, and the Fresh Issue had been authorised by a special resolution of our Shareholders dated November 20, 2021. The offer was made in accordance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules.

During the financial year under review, the equity shares of the Company have been listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) w.e.f. August 26, 2022.

SHARE CAPITAL

During the year under review there was no change in the authorised capital of the Company.

Paid-up capital:

During the year under review, your Company has made following allotments:

Date of Allotment Details of Allotees / Allotment Reason for / Nature of Allotment No. of Equity Shares Allotted FV (?) Issue price per Equity Share (?) Form of consideration Cumulative No. of Equity Shares Cumulative paid-up equity share capital (?)
Opening Balance - - - - - 137,617,853 1,376,178,530
May 05, 2022 Allotment of 3793103 Equity Shares under preferential allotment Private placement 37,93,103 10 290 Cash 141,410,956 1,414,109,560
August 26, 2022 Allotment of 34818181 Equity Shares under Initial Public Offer (IPO) - Fresh Issue IPO - Fresh Issue 3,48,18,181 10 As per price band Cash 176,229,137 1,762,291,370
November 05, 2022 Allotment of 548705 Equity Shares under ESOP Plan 2020 ESOP 548,705 10 As per ESOP Plan 2020 Cash 176,777,842 1,767,778,420

Accordingly, the total paid-up share capital of the Company as on March 31, 2023, is Rs. 176,77,78,420/- (Rupees One Hundred and Seventy-Six Crore Seventy-Seven Lakh Seventy-Eight Thousand Four Hundred and Twenty only) divided into 17,67,77,842 equity shares of face value of Rs. 10/- each.

EMPLOYEE STOCK OPTION PLAN

Syrma SGS Stock Option Plan2020

The members of your Company at their general meeting held on October 19, 2021, had approved Syrma SGS Stock Option Plan 2020 (ESOP Plan 2020) for the eligible employees of your Company and its subsidiary Company (ies) and empowered the Board for allotting shares in one or more tranches to the employees of your Company and its subsidiaries in accordance with ESOP Plan 2020 and its underlying schemes. During the year under review, the Board has made an allotment of 548,705 equity shares of face value of Rs. 10/- each pursuant to exercise of employee stock options by eligible employees under ESOP Plan 2020 and its underlying Schemes I & II.

Schemes under ESOP Plan 2020 are listed hereunder:

Option Series Grant Date Number of Options* Exercise price in J# Vesting period Vesting condition
Scheme I 19-Oct-21 780,326 10 1 to 3 years Time based vesting
Scheme II 19-Oct-21 1,629,433 10 1 to 4 years Time based vesting

*After considering Bonus issue of 1:100 approved by the members in their general meeting held on October 28, 2021.

#Adjusted effective exercise price after bonus is Rs 0.01 per share.

On October 19, 2022, your Company had applied to Stock Exchanges (NSE and BSE) for in principle approval for listing of up to 23,71,884 stock options pursuant to Syrma SGS Employee Stock Option Plan 2020 as approved by the members in their Extra Ordinary General meeting held on October 19, 2021. In principle approval was received from National Stock Exchange of India Limited (NSE) on October 31, 2022, and from Bombay Stock Exchange Limited on November 01, 2022.

Applications to exercise were received from the grantees and basis the vesting conditions under both the Schemes underlying ESOP Plan 2020, an allotment of 5,48,705 equity shares was made in aggregate during financial year 2022-23. Summary of which is given under:

Option Series Grant Date Options vested during the year Exercise price in J Options Exercised during the year Outstanding exercisable options for the year March 31, 2023
Scheme I 19-Oct-21 3,90,158 10 2,07,702 1,82,456
Scheme II 19-Oct-21 3,97,835 10 3,41,003 56,832
Total 7,87,993 5,48,705 2,39,288

Syrma SGS Stock Option Plan2023

The Board, in their meeting held on May 18, 2023, have also approved and recommended for members approval the Syrma SGS Employee Stock Option Plan 2023 (ESOP Plan 2023). The Company uses its Employees Stock Option Plans in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the SBEB & SE Regulations) as a measure to reward and motivate employees and also to attract and retain talent.

The applicable disclosures as stipulated under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure 1 to this Report.

DIVIDEND

Considering an impressive performance of your Company, The Board of Directors of your Company have recommended a final dividend of H 1.5 (i.e. 15% on face value of H 10) per equity share for the financial year ended March 31, 2023, subject to approval of members at the ensuring Annual General Meeting. Once approved, the total dividend outgo for FY 2022-23 would amount to an aggregate of H 26,51,66,763 only.

The final dividend, subject to approval of Shareholders, will be payable to those Shareholders whose names appear in Register of Members/Beneficiary Position statement as on Book Closure date/Record date.

There has been no transfer of unclaimed or unpaid dividends to Investor Education and Protection Fund during the year. Accordingly, the provisions of Section 125 (2) of the Companies Act, 2013 do not apply to the Company.

The Board, at its meeting held on November 20, 2021, has adopted Dividend Distribution Policy. The same can be accessed at https://www.syrmasgs.com/investor-relations/ codes-and-policies/.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserve

CREDIT RATING

The details of credit ratings as provided by CARE Limited are as follows:

Type Facility Rating
Long-term bank facilities Fund based and non-fund based CARE A+; Positive
Long-term / Short-term bank Facilities Fund based and non-fund based CARE A+; Positive / CARE A1+
Short-term bank facilities CARE A1+

During the year under review, the credit ratings were re-affirmed.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Fund (IEPF).

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business carried on by your Company or its subsidiaries during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements as per the Indian Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India together with Auditors Report thereon form part of this Annual Report.

The Financial statement as stated above are also available on the website of the Company and can be accessed at https:// www.syrmasgs.com/investor-relations/.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

Your Company has six subsidiaries, the details of which are as follows:

i) SGS Tekniks Manufacturing Private Limited SGS Tekniks)

Corporate information

SGS Tekniks was incorporated as SGS Tekniks Private Limited as a private limited company under the Companies Act, 1956, pursuant to the certificate of incorporation issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana dated April 27, 2011. Subsequently its name was changed to SGS Tekniks Manufacturing Private Limited and a fresh certificate of incorporation was issued dated November 12, 2012 by the Registrar of Companies, National Capital Territory of Delhi and Haryana. It bears the corporate identification number U31501HR2011PTC044475. Its registered office is located at A-3 Infocity, Sector-34, Gurgaon, Haryana, India - 122001.

Shareholding pattern

The shareholding pattern of SGS Tekniks as on March 31, 2023, is as provided below:

Name of the shareholder Number of equity shares Percentage of the issued and paid-up share capital (%)
Syrma SGS Technology Limited 1,612,784 100.00
Mr. Tiruvenkara Rajesh Chari* 1 0.00
Total 1,612,785 100.00

*Held in capacity as nominee of our Company

ii) Perfect ID India Private Limited (Perfect ID)

Corporate Information

Perfect ID was incorporated as a private limited company, under the Companies Act, 2013, pursuant to the certificate of incorporation issued by the Registrar of Companies, Tamil Nadu at Chennai, on November 12, 2015. It bears the corporate identification number U32109TN2015PTC102955. Its registered office is situated at Ground Floor, Center Block 188, Poonamallee High Road, Kilpauk, Chennai - 600010, Tamil Nadu, India.

Shareholding pattern

The shareholding pattern of Perfect ID as on March 31, 2023, is as provided below:

Name of the shareholder Number of equity shares Percentage of the issued and paid-up share capital (%)
Syrma SGS Technology Limited# 22,54,549 100.00
Mr. Tiruvenkara Rajesh Chari* 1 0.00
Total 22,54,550 100.00

#During the year the Company acquired balance 25% stake in Perfect ID India Private Limited from Mr. Sakun Ahuja as per the terms of Investment Agreement executed on October 11, 2021, thereby making it a wholly- owned subsidiary.

*Held in capacity as nominee of our Company

iii) Syrma SGS Technology and Engineering Services Limited (SSTESL)

Corporate Information

SSTESL was incorporated as a public limited company, under the Companies Act, 2013, pursuant to the certificate of incorporation issued by the Registrar of Companies, Delhi, on March 23, 2023. It bears the corporate identification number U26109HR2023PLC110135. Its registered office is Plot 22, Sector 5, IMT Manesar, Gurgaon, Haryana - 122052, India.

The shareholding pattern of SSTESL as on March 31, 2023, is as provided below:

Name of the shareholder Number of equity shares Percentage of the issued and paid-up share capital (%)
Syrma SGS Technology Limited 9,994 99.94%
Nominee Shareholders 6 0.06%
Total 10,000 100.00

iv) Syrma SGS Design and Manufacturing Limited (SSDAML)

Corporate Information

SSDAML was incorporated as a public limited company, under the Companies Act, 2013, pursuant to the certificate of incorporation issued by the Registrar of Companies, Delhi, on March 22, 2023. It bears the corporate identification number U26109HR2023PTC110154. Its registered office is Plot 22, Sector 5, IMT Manesar, Gurgaon, Haryana - 122052, India.

The shareholding pattern of SSTESL as on March 31, 2023, is as provided below:

Name of the shareholder Number of equity shares Percentage of the issued and paid-up share capital (%)
Syrma SGS Technology Limited 9,999 99.99%
Mr. Narendra Kumar Nagori* 1 0.01%
Total 10,000 100.00

*Held in capacity as nominee of our Company

v) Syrma SGS Electronics Private Limited (SEPL)

Corporate Information

SEPL was incorporated as a public limited company, under the Companies Act, 2013, pursuant to the certificate of incorporation issued by the Registrar of Companies, Delhi, on March 03, 2023. It bears the corporate identification number U26109HR2023PTC109688. Its registered office is Plot 22, Sector 5, IMT Manesar, Gurgaon, Haryana - 122052, India.

The shareholding pattern of SSTESL as on March 31, 2023, is as provided below:

Name of the shareholder Number of equity shares Percentage of the issued and paid-up share capital (%)
Syrma SGS Technology Limited 9,999 99.99%
Mr. Narendra Kumar Nagori* 1 0.01%
Total 10,000 100.00

*Held in capacity as nominee of our Company

vi) Syrma Technology, Inc. (Syrma USA)

Corporate information

Syrma USA was incorporated under the Laws of the United States of America, pursuant to the certificate of filing dated December 3, 2021, bearing the file number 803979714, issued by the Secretary of State, Texas. Its registered office is situated at 1701, Directors Blvd. Suite 300, Austin, Texas 78744.

Shareholding pattern

The shareholding pattern of Syrma USA as on the on March 31, 2023, is as provided below.

The issued, subscribed and paid-up equity share capital of Syrma USA is $ 2.00 divided into 20,000 common stock of $ 0.0001 each:

Name of the shareholder Number of common stock Percentage of the issued and paid-up share capital (%)
Syrma SGS Technology Limited 20,000 100.00
Total 100.00

Financial statements, in particular investments made by subsidiary companies, are reviewed by your Companys Audit Committee; Minutes of Board meetings and Committee(s) of subsidiary companies are placed before the Companys Board every quarter.

As required under Section 129(3) of the Companies Act, 2013, the salient features of financial statements of subsidiaries in Form AOC-1 is attached in Annexure II.

In accordance with Section 136 of the Act, the Audited Financial Statements including Consolidated Financial Statements and related information of your company and audited accounts of Subsidiaries are available on the website of your Company at https://www.syrmasgs.com/ investor-relations/43-2/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and investments made by the Company under Section 186 of the Companies Act, 2013 form part of this annual report and are given as the notes to the standalone financial statements for the financial year ended March 31, 2023.

LOAN FROM DIRECTORS OR DIRECTORS RELATIVE

The Company has not taken any loans from directors or their relatives during the year under review.

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, 2015, your Company has formulated a Policy on Related-Party Transactions which can be accessed through weblink https://www.syrmasgs.com/ investor-reLations/codes-and-poLicies/.

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions is placed before the Audit Committee for their noting/ approval every quarter and all the related-party transactions were at arms length and in normal course of business.

There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) during the year as per the last audited financial statements. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 are made in Form AOC-2 under Annexure II.

All related-party transactions are mentioned in the notes to the accounts. The Directors wish to draw the attention of the members to the Notes to the financial statements which sets out the disclosure for related-party transactions.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

The Board of Directors in their meeting held on August 01, 2023, had approved the acquisition and execution of definitive agreements to acquire a 51% stake in Johari Digital Healthcare Limited (JDHL) an end-to-end design-led manufacturer of electro-medical devices, for a consideration of H 2,295 Mn. Additional consideration of up to H 280 Mn is to be paid on achieving certain pre-determined milestones. The acquisition will enable Syrma SGS to enter the lucrative medical devices segment, a fragmented and fast-growing market with high demand for quality and innovation.

JDHL has a strong reputation as an end-to-end design- focused manufacturer of electro-medical devices, focusing on therapeutic areas such as aesthetics, diagnostics, physiotherapy, life sciences among others. JDHLs facility is FDA / MDSAP compliant, ensuring the highest quality and safety standards, and meeting the regulatory requirements in the US, Australia, Canada, Brazil and Japan. JDHL also has multiple FDA 510(k) approvals in place for its various products.

This acquisition will enhance Syrma SGSs capabilities and offerings in the electro-medical devices segment and create business synergies across multiple areas. Syrma SGS expects the acquisition to be accretive to its earnings and cash flow.

Apart from the commitment aforementioned, there have been no other material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

CORPORATE GOVERNANCE

The Board of Directors (the Board) are responsible for and committed to sound principles of Corporate Governance in your Company. Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one woman Director. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders.

As per Regulation 34 read with Schedule V(C ) of SEBI (Listing obligation Disclosure Requirements) (Amendment)

Regulations, 2018 a separate section on the Corporate Governance Report (CGR) as stipulated under the SEBI Listing Regulations forms part of the Annual Report, together with a certificate received from the Companys Secretarial Auditor confirming compliance. A Certificate from the Managing Director & Chief Financial Officer of the Company in terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Corporate Governance Report is attached as Annexure - VII.

Board of Directors & Key Managerial Personnel

The Board of Directors is duly constituted and consists of the following 10 (ten) Directors as on the close of the financial year:

Sr. No. DIN Name Of Director Designation Sr. No. DIN Name Of Director Designation
1. 00054553 Mr. Sandeep Tandon Executive Director & Chairman 6. 01653176 Mr. Kunal Shah Independent Director
2. 00198825 Mr. Jasbir Singh Gujral Managing Director 7. 02655564 Mr. Anil Nair Independent Director
3. 01693731 Mr. Jaideep Tandon* Non-Executive Director 8. 00106895 Mr. Hetal Gandhi Independent Director
4. 00017963 Mr. Jayesh Doshi Non-Executive Director 9. 03165703 Ms. Smita Jatia Independent Director
5. 00137243 Mr. Sridhar Narayan# Non-Executive Director 10. 02806475 Mr. Bharat Anand Independent Director

*Mr. Sudeep Tandon has been appointed as Alternate Director to Mr. Jaideep Tandon from January 2023

#Mr. Sridhar Narayan has ceased to be a director w.e.f close of business hours of August 01, 2023. Since the above table is as on March 31, 2023, his name is retained.

SN Name of Key Managerial Personnel Designation
1 Mr. Sandeep Tandon Executive Director & Chairman
2 Mr. Jasbir Singh Gujral Managing Director (MD)
3 Mr. Sreeram Srinivasan5 Chief Executive Officer (CEO)
4 Mr. Bijay Agrawal Chief Financial Officer (CFO)
5 Mr. Rahul N. Sinnarkar Company Secretary & Compliance Officer (CS & CO)

Appointment and Resignation:

During the year under review, following appointments/cessations were made:

SN Name of the Director/KMP Designation Date of appointment Date of cessation
1 Mr. Sudeep Tandon Alternate Director 09/01/23 -
2 Mr. Sreeram Srinivasan5 CEO (KMP) 08/12/2021 March 31, 2023

$Dr. Sreeram Srinivasan relinquished his responsibilities and took over the business responsibilities at Syrma SGS Technology and Engineering Services Limited, effective from April 01, 2023. The wholly-owned subsidiary has ambitious plans to meet the future growth targets envisioned by your Company and given his extensive experience in electronics design led manufacturing in sectors such as industrial, healthcare, automotive, consumer, defence, and communications, Dr. Sreeram Srinivasan was identified as the perfect leader to guide the new business. This move enables your Company to focus on emerging technologies in electronic design in industry verticals such as IoT, automotive Electronic Vehicles, industry 4.0, and telecom 5G and so on. This development while having no impact on the current operations, which continues to see robust demand across our business verticals on the back of a strong order book, shall further push our efforts to onboard new clients that are exploring design prototyping and manufacturing as a service.

During the financial year 2022-23 none of the directors ceased to be on the Board of the Company.

Independent Directors

The Independent Directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided under subsection (6) of Section 149 of the Act, as amended and Regulation 16 and 25 of the Listing Regulations, 2015, as amended. The Independent Directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

Based on the declaration received from all the Independent Directors and in the opinion of the Board, all independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

During the year under review, none of the Independent Directors of the Company has had any pecuniary relationship or transactions with the Company, other than sitting fees or commission.

The terms and conditions of appointment of Independent Directors are placed on the website of the Company at https:// www.syrmasgs.com/investor-relations/codes-and-policies/.

Familiarization Program for Independent Directors

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors and Senior Management Personnel. They are also updated on all business-related issues and new initiatives. Independent Directors are also encouraged to visit the manufacturing facilities of the Company and engage with senior management.

Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

The Directors appointed as members on the Corporate Social Responsibility Committee (CSR) are also involved and briefed about CSR initiatives of the Company. Senior executives of the Company make presentations to the members of the Board on the performance of the Company and strategic initiatives.

Brief details of the familiarisation programme are uploaded and can be accessed on the Companys website at https:// www.syrmasgs.com/investor-relations/codes-and-policies/.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e., on March 15, 2023, without the attendance of nonindependent Directors and members of Management. For details of meeting, please refer Corporate Governance Report, forming part of this annual report.

Retirement by rotation

The Companies Act, 2013 mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation and one-thirds are liable to retire at every Annual General Meeting. Article 148 of the Articles of Association of Company provides that the Managing Director or whole-time Director so appointed shall be liable to retire by rotation. Independent directors hold office for a fixed term not exceeding three years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mr. Jasbir Singh Gujral (DIN: 0198825) and Mr. Jayesh Doshi (DIN: 00017963), being the longest in the office among the directors, are set to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Members approval is sought for their reappointment.

Meetings of the Board

The Board of Directors met seven times during the Financial Year viz. on May 03, 2022, May 06, 2022, July 01, 2022, August 08, 2022, August 19, 2022, November 14, 2022, and February 08, 2023. For details of meeting, please refer to Corporate Governance Report, forming part of this annual report.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act.

Constitution/Reconstitution of various committees

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee B. Nomination and Remuneration Committee C. Corporate Social Responsibility Committee D. Stakeholders Relationship Committee E. Risk Management Committee.

A detailed update on the composition, number of meetings, attendance, and terms of reference of aforesaid Committees are provided in the section Committees of the Board of Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as mandated under sub section 3 of Section 178 of the Act, is available on the Companys website at : https:// www.surmasqs.com/investor-relations/codes-and-policies/.

The brief particulars are given in the Corporate Governance Report, forming part of the Annual Report.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

During the year under review, your Company has completed the Board evaluation process by maintaining confidentiality and anonymity of the responses.

The Board evaluation cycle was completed by your Company internally led by the Independent Chairman of the Nomination and Remuneration Committee (NRC).

The parameters for performance evaluation of the Board include the composition of the Board, process of appointment to the Board of Directors, common understanding of the roles and responsibilities of the Board members, timelines for circulating Board papers, content and quality of the information provided to the Board, attention to the Companys long-term strategic issues, evaluating strategic risks, overseeing and guiding acquisitions, and so on.

Some of the performance indicators for the Committees include understanding the terms of reference, the effectiveness of discussions at the Committee meetings, the information provided to the Committee to discharge its duties and performance of the Committee vis-a-vis its responsibilities.

Performance of individual Directors was evaluated based on parameters such as attendance at the meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge, and understanding of relevant areas, and responsibility towards stakeholders. All the Directors were subject to selfevaluation and peer evaluation.

The performance of the Independent Directors was evaluated taking into account the above factors as well as independent decision-making and non-conflict of interest.

Further, the evaluation process was based on the affirmation received from the Independent Directors that they met the independence criteria as required under the Companies Act, 2013 and Listing Regulations, 2015.

The Board evaluation discussion was focused on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its Committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the Boards functioning.

Additionally, during the evaluation discussion, the Board also focused on the contribution being made by the Board as a whole, through its Committees and discussions on a one-on- one basis with the Chairman.

The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board. They were functioning well with periodic reporting by the Committees to the Board on the work done and progress made during the reporting period. The Board also noted that the actions identified in the past questionnaire-based evaluations had been acted upon.

The Board noted the key improvement areas emerging from this exercise in 2022-2023 and action plans to address these are in progress. These include strengthening the succession planning for key positions, business strategy and annual plan, among others.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) of the Listing Regulations, a Whistleblower Policy and Vigil Mechanism was established for Directors, employees and stakeholders to report to the Management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal.

The Company has framed a Vigil Mechanism policy that provides a mechanism ensuring adequate safeguards to employees and Directors from any victimisation due to raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, and so on. The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations.

For encompassing the key Companys activities and corporate actions during the financial year 2022-23 and to have adequate information in one Report, establishing proper linkages and mapping, there may be instances of reiteration of certain key information which may be already included in previous years Directors Report under Events occurring between end of Financial Year and signing of Boards Report.

The Whistle Blower Policy of your Company is posted on the website of the Company and can be accessed at the weblink at https://www.syrmasgs.com/investor-relations/codes-and- policies/.

No complaints were received during the period under review.

SIGNIFICANT MATERIAL ORDERS OF REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in the future.

AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of the Company have been appointed at the Annual General Meeting held on December 27, 2019, for a term of five years and they continue to be the Statutory Auditors of the Company.

The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Notes to the Accounts referred to in the Auditors report are self-explanatory and therefore do not call for any further clarification under Section 134(3)(f) of the Act.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Act and rules made thereunder, by officers or employees, reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

b. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board at its meeting held on May 18, 2023, has approved the appointment of M/s Umesh Sagta & Associates, Cost Accountants, (FRN:001801) as Cost Auditors of the Company for audit of cost accounting records for FY 2023-24 at a remuneration not exceeding Rupees 1,50,000 only plus taxes and out of pocket expenses.

M/s Umesh Sagta & Associates, Cost Accountants, have confirmed their independent status and their nondisqualifications under section 141 of the Companies Act, 2013.

A proposal for ratification of remuneration of the Cost Auditor for Financial Year 2023-24 will be placed before the shareholders for consideration.

c. SecretarialAuditors

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has appointed, M/s. MMJB& Associates LLP, Practicing Company Secretaries (CP No. 8968) to undertake the secretarial audit of the Company. Secretarial audit report for the financial year 2022-23 issued by them in the prescribed form MR-3 is annexed to this Report as Annexure IV.

The Secretarial Auditors Report to the shareholders does not contain any qualification or reservation which has any material adverse effect on the functioning/going concern status of the Company.

Further, except SGS Tekniks Manufacturing Private Limited, none of the wholly-owned subsidiaries of the Company as mentioned above are material unlisted subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended, do not apply to such subsidiaries. As a good governance practice, Perfect ID India Private Limited, though not required, voluntarily has conducted secretarial audit for financial year 2022-23.

d. InternalAuditors

Pursuant to Section 138 of the Act & rules made thereunder M/s. J. C. Bhalla and Associates, Chartered Accountant, are appointed as Internal Auditors of the Company and continue to be the Internal Auditors for financial year 2023-24 to review various operations of the Company and report their findings to the Audit Committee.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. Link Intime India Private Limited is the R&T Agent of the Company. Their contact details are mentioned in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) FRAMEWORK AND VISION

Your Company believes that corporates have a significant role to play in bringing about social change. And your Company has kept its social and development mandate flexible and responsive to development challenges. Your Companys Corporate Social Responsibility strategy has evolved to focus on areas it sees as key for positive change.

The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. Your Company has chosen the grant-making route, and back the right implementation partners, leverage their sector expertise and community connect, to positively impact the lives of the end beneficiary.

The Companys CSR policy is available on its website at https:// www.syrmasgs.com/investor-relations/codes-and-policies/.

The Annual Report on CSR activities in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure- IV and forms a part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

A Business Responsibility and Sustainability Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as Annexure III to this Report.

HUMAN RESOURCES AND EMPLOYEE RELATIONS

During the year, offsite meeting was held in Gurgaon, Haryana by the Executive Directors and the top Management team and was called as Growth Program aimed to take the organisation forward to achieve the goals of the management. In this connection, a townhall meeting was conducted across all plants to explain all employees on mission, vision, about the recent development in the organisation, PMS, growth and challenges, and so on.

As an integral part of improvement of practices to meet the new standards, the Company embarked on implementation of HRMS package to bring all units under one umbrella with emphasis on automation for onboarding, confirmation, separation, PMS, attendance monitoring, taxation, report generation etc. Efforts are still on to digitise the process to cover a wider spectrum of services.

Underthe training and engagement activities, the Company initiated a skill development center at RA Puram; technical trainings for the design engineer trainees, initiated linguistic training sessions for the employees who are all dealing with pan India clientele, outbound learning for leaders program me held in Pegasus Training Institute, Pondicherry which was a 2 - days training session held in July 2022 and where employees from Production, Quality, Manufacturing Engineering, Stores & Testing departments with a broad objective of team bonding actively participated. During the year, the Company successfully created LeadX Team and initiated outbound training session to the participants — team comprised of cross functional Managers / Senior Managers with an intent to shape them into being future leaders; Initiated Lets Speak Program in July 2022 - a motivational programme to encourage employees to build their skills and confidence. Your Company has also been part of Campus placement drives and encourages skill based hiring.

In the July 2022, Dr. Sreeram Srinivasan signed the MoU with Tamil Nadu government in the presence of Honble Chief Minister of Tamil

Nadu, Mr. M. K. Stalin, Honble Industries Minister Mr. Thangam Thennarasu, at the State Investment Conclave. Your Company has received various awards on Innovation and Technology Excellence Award from Wabtec Corporation for outstanding performance and contribution at the India supplier conference 2022; Received an award from Wabtec Corporation for India Supplier Conclave; Kaizen award 2022 from CII; Received Rainbow Platinum Award; SAP S4 HANA - The best Run SAP. Besides these, we were honored to obtain GREAT PLACE TO WORK certification for the second consecutive year as our employees are the core of the company and ultimately, the ones who drive us forward.

Your Company believes in investing in people to develop and expand their capability. The Company has been able to create a favourable work environment that motivates performance and customer focus. The Human Resource Department had arranged several training programmes on Safety and Emergency preparedness and Awareness and Environmental policy training.

ENTERPRISE RISK MANAGEMENT

The Risk Management Committee (the Committee) is tasked to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks.

The Committee reviews the risks applicable on the Company at regular intervals and the necessary steps being taken by the Company to mitigate those risks. In the opinion of the Committee and the Board, there are no such risks, which may threaten the existence of the Company. The Company has a robust Risk Management Policy which is reviewed from time to time.

The details of the Committee are included in the CGR forming part of this annual report.

The Risk Management Policy of your Company is posted on the website of the Company and can be accessed at the weblink at https://www.syrmasgs.com/investor-relations/codes-and- policies/.

INTERNAL CONTROL SYSTEMS

The Company has an adequate Internal Control System commensurate with the size and nature of its business. The preparation, designing and documentation of Policy on Internal Financial Control have been finalised and implemented which is being reviewed periodically and modified suitably to ensure controls. The internal audit functions are carried out by a separate firm of Chartered Accountants. This is supplemented through an extensive internal audit programme and periodic review by the management and Audit Committee.

RESEARCH AND DEVELOPMENT (R&D)

R&D details are covered under the Management Discussion and Analysis section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

There are 11 (Eleven) employees who were in receipt of remuneration of not Less than one crore and two Lakh rupees if employed for the full year or not less than eight lakh and fifty thousand rupees per month, if employed for any part of the year. Details of such employees are given hereunder:

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure VI to this Report. Your directors affirm that the remuneration is as per the remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available for inspection at the Registered Office of your Company during working hours.

SN Name of Employee Designation Remuneration received during FY23 (K Cr) Nature of employment, whether contractual or otherwise Qualifications and experience Age (Yrs)
1 Mr. Sandeep Tandon Executive Chairman 3.19 Permanent B. Sc Electronics 54
2 Mr. Sreeram Srinivasan CEO 2.25 Permanent Ph.D (38 yrs) 60
3 Mr. Raghavendra Nagaraj President 1.82 Permanent AMIE (36 years) 59
4 Mr. Sreedharan N.G President 1.84 Permanent B Sc (35 years) 58
5 Mr. Bijay Kumar Agrawal CFO 1.91 Permanent MBA (17 years) 42
6 Mr. J. S. Gujral MD 1.48 Permanent CA (45 years) 68
7 Mr. Tiruvenkara Rajesh Chari General Manager 1.63 Permanent CA (20 years) 45
8 Mr. Antony Packia Clement.A General Manager 1.54 Permanent BE (26 years) 51
9 Mr. Krishna Ramnath VP - Finance 1.27 Permanent CA (32 years) 56
10 Mr. Hariram Balasubramaniam VP - Finance 1.15 Permanent BE, MBA (17 years) 41
11 Mr. Sathya Narayanan E S General Manager 1.02 Permanent MBA, LLB (30 years) 52
12 Mr. Dennis J* President 0.30 Permanent ME (21 years) 46

*Mr. Dennis has joined the organisation from December 05, 2022.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The Company has also implemented several best governance practices.

As per Regulation 34 read with Schedule V (c) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the Companys Secretarial Auditor confirming compliance is included in the Annual Report.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively have been duly followed by the Company.

REPORT ON MANAGEMENTDISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, report on Management Discussion and Analysis is attached and forms a part of this Report.

ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2022-23, is placed on the Companys website in due course and can be accessed at https://www.syrmasgs.com/investor-relations/43-2/

COMPLAINTS RELATING TO SEXUAL HARASSMENT

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee

has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company did not receive any complaint during the financial year 2022-23.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no application made/ proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

LISTING & FEES

The equity shares of your Company are listed on BSE Limited (BSE) and National Stock Exchange of India Ltd (NSE). Your Company has paid the Annual Listing fees to both the Stock Exchanges before end of March 31, 2023.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the Financial Statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013 and guidelines issued by SEBI. Pursuant to the provisions of Section 134(3)(c) of the Act, to the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that:

1. the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

2. the Accounting Policies selected and applied consistently, give a true and fair view of the affairs of the Company and of the profit for FY 2022-23;

3. sufficient care has been taken and that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

4. the Annual Accounts have been prepared on a going concern basis;

5. the internal financial controls laid down by the Company were adequate and operating effectively; and

6. the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Neither the Managing Director nor the Executive Chairman of the Company receive any remuneration or commission from any of its subsidiaries;

4. No fraud has been reported by the Auditors to the Audit Committee or the Board;

5. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013;

6. 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 Companies Act, 2013.

7. 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 onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Companys performance.

Your Directors would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors
Mr. SANDEEP TANDON
Date: August 01, 2023 Chairman
Place: Mumbai DIN:00054553