Syrma SGS Technology Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 21 st Annual Report of Syrma SGS Technology Limited ("the Company/Syrma SGS") on the performance of the Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL RESULTS:

The Companys standalone and consolidated financial performance during the year ended March 31, 2025, as compared to the previous financial year, is summarized below:

Amounts in INR Millions

PARTICULARS	STANDALONE		CONSOLIDATED
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	22,777.50	18,459.59	37,871.93	31,709.60
Other Income	457.59	401.22	489.22	414.85
Total Income	^^\u25a023,235.09	18,860.81	38,361.15	32,124.45
Less: Expenses	22,262.79	18,608.40	35,969.02	30,446.54
Profit Before exceptional items and Tax	972.30	252.41	2,392.13	1,677.91
Exceptional Items	20.00	13.50	21.38	13.50
Profit before tax	952.30	238.91	2,370.75	1,664.41
Tax Expenses	155.02	38.65	526.25	421.01
Net Profit after Tax	797.28	200.26	1,844.50	1,243.40
Other Comprehensive Income	-23.84	4.02	-22.68	-11.00
Total Comprehensive Income	^^^^\u25a0773.44	204.28	1,821.82	1,232.40

STATE OF AFFAIRS OF THE COMPANY AND FINANCIAL PERFORMANCE

Your Company has carved out a firm place in the Indian EMS industry. It aims at retaining and diversifying its clientele by delivering advanced, design-led solutions. Furthermore, your Company continues to benefit from approvals under the Government of Indias Production Linked Incentive (PLI) scheme for Telecom & Networking Products, White Goods (Air Conditioners & LED Lights) and IT Products, which is likely to have a positive influence on your Companys revenue model.

During FY 2024-25, your Company strengthened its operations by further enhancing its global and domestic footprint. The Company successfully consolidated its acquired German facility into a single location, expanding capabilities in large- format box builds for global customers. Alongside, marginal expansion was undertaken at the Bangalore unit to support incremental business opportunities. These efforts, combined with onboarding of several new customers across Automotive and Industrial verticals, position the Company strongly to capture demand in high-margin segments such as Industrial, Automotive, Healthcare, and IT.

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

On a standalone basis, during the year ended March 31, 2025, your Company registered revenue from operations of H 22,777.50 Million against H 18,459.59 Millions in the previous financial year 2023-24 delivering a top line growth of 23.39% YoY over previous financial year 2023-24. Net profit after tax was H 797.28 Millions.

On a consolidated basis, during the year ended March 31, 2025, your Company registered revenue from operations of H 37,871.93 Million against H 31,709.60 Millions in the previous financial year 2023-24 delivering a top line growth of 19.43% YoY over previous financial year 2023-24. Net profit after tax was H 1,844.50 Millions.

SHARE CAPITAL

During the year under review, there was no change in the authorized 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	-	-	-	-	-	177,585,081	1,775,850,810
November	Allotment of 572,931	ESOP	572,931	10	As per	Cash	178,158,012	1,781,580,120
05, 2024	Equity Shares under ESOP Plan 2020				price band

Accordingly, the total paid-up share capital of the Company as on March 31, 2025, is H 1,781,580,120/- (One Billion, Seven Hundred Eighty-One Million, Five Hundred Eighty Thousand, One Hundred Twenty only) divided into 17,81,58,012 equity shares of face value of H 10/- each.

EMPLOYEE STOCK OPTION PLAN

Syrma SGS Stock Option Plan 2020

The members of your Company at their General Meeting held on October 19, 2021, 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 to allot 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.

National Stock Exchange of India Limited, and Bombay Stock Exchange Limited vide their letters dated October 31,2022 and November 01, 2022, respectively, granted in principle approval for listing of up to 23,71,884 equity shares of H 10 each upon allotment under the Syrma SGS Employee Stock Option plan 2020. During FY 25 the year under review, the Board has made an allotment of 572,931 equity shares of face value of H 10/- each pursuant to exercise of employee stock options by eligible employees under ESOP Plan 2020 and its underlying Schemes I & II.

Summary of which is given under:

Option Series	Grant Date	Options vested during the year	Options vested in previous year and exercised during the year (A)	Options vested during the year and exercised (B)	Exercise price in J	Total Options Exercised during the year (A)+(B)	Outstanding exercisable options for the year March 31, 2025
Scheme I	19-Oct-21	188,330	2,287	188,330	10*	190,617	0
Scheme II	19-Oct-21	379,614	3,432	378,882	10*	382,314	606
Total		567,944				572,931

* The effective exercise price of H 0.1 (adjusted considering the Bonus issue)

Syrma SGS Stock Option Plan 2023

The Members in their meeting held on September 8, 2023, approved Syrma SGS Employee Stock Option Plan 2023 ("ESOP Plan 2023"). The ESOP Plan 2023 is being administered through an irrevocable employee welfare trust namely Syrma SGS Employee Welfare Trust ("Trust") as set up by the Company. ESOP Plan 2023 contemplates acquisition of equity shares of the Company from the secondary market.

Accordingly, the Trust acquired 158,000 no. of equity shares (0.089% of the paid-up equity capital) during the year ended March 31,2024. During FY 24, the Board has granted 235,500 options to the eligible employees at an exercise price of H 220/- each pursuant to exercise of employee stock options by eligible employees under Syrma SGS Stock Option Plan 2023. During FY 25 the year under review, the Trust has transferred 47,100 equity shares of face value of H 10/- each from Syrma SGS Employee Welfare Trust ("Trust") to the eligible employees pursuant to the exercise of employee stock options under ESOP Plan 2023.

The applicable disclosures as stipulated under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)(b) of Companies Act, 2013 read with rule 12(9) of Companies (Share capital and debentures) Rules,2014 are disclosed on the website of the Company at .

DIVIDEND

The Board of Directors of your Company have recommended a final dividend of H 1.5 per equity share (i.e. 15% on Face value of H 10) {FY 24: H 1.50 @ 15%} per equity share for the financial year ended March 31, 2025, subject to approval of Members at the ensuring Annual General Meeting.

The Board has adopted Dividend Distribution Policy. The same can be accessed at .

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 India Ratings and Research are as follows:

Type	Facility	Rating
Long-term bank facilities	Fund based and non- fund based	IND AA-/Stable/ IND A1 +
Long-term / Short-term bank Facilities	Fund based and non- fund based	IND AA-/Stable/ IND A1 +
Short-term bank facilities	Fund based and non- fund based	IND AA-/Stable/ IND A1 +

During the year under review, the Credit Ratings were re-affirmed.

INVESTOR EDUCATION AND PROTECTION FUND

In terms of the Section 125 and 124 of the Act read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, the unclaimed dividend/entitled amount that remains unclaimed for a period of seven years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

During the year under review, your Company was not required to transfer any funds to 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 that do not comply 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.

Sr. No.	Name of the Subsidiary
3	Syrma Johari Medtech Limited (Previously known as Johari Digital Healthcare Limited)*
4	Syrma SGS Electronics Private Limited
5	Syrma SGS Design & Manufacturing Private Limited
6	Syrma SGS Engineering and Technology Services Limited
7	Syrma Semicon Private Limited
8	Syrma Strategic Electronics Private Limited
9	Syrma Mobility Private Limited
10.	Syrma Technology, Inc.

(*Step-down Subsidiary -

- Syrma Johari Medtech Limited has a subsidiary, Syrma Johari Medtech Inc (Previously known as Johari Digital Healthcare Inc). Accordingly, Syrma Johari Medtech Inc. is a step-down Subsidiary of Syrma SGS Technology Limited.

- SGS Tekniks Manufacturing Private Limited has a wholly owned subsidiary, SGS Infosystems Private Limited and another subsidiary, SGS Solutions GmBH. Accordingly, both SGS Infosystems Private Limited and SGS Solutions GmBH are step-down Subsidiaries of Syrma SGS Technology Limited.)

Your Companys Audit Committee reviews financial Statements, of subsidiary companies. Minutes of Board Meetings 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 I.

DETAILS OF DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF ISSUE, IF ANY.

There were no instances of deviation(s) or variation(s) in the utilization of the IPO proceeds, as stated in the objects of the Offer in the Prospectus of the Company. The Audit Committee has during the year reviewed the statements placed before it on a quarterly basis.

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 .

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

As on March 31, 2025, your Company has ten

Subsidiaries as under

Sr.

Name of the Subsidiary No.

1 SGS Tekniks Manufacturing Private Limited*

2 Perfect ID India Private Limited

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 .

Material Subsidiaries

As on March 31, 2025, the Company had 1 (One) unlisted material subsidiary namely SGS Tekniks Manufacturing Private Limited. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Companys website at .

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

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 Para VII of note no 52 to the standalone financial statements for the financial year ended March 31, 2025.

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

The Honble National Company law Tribunal, Court - V, Mumbai Bench, Mumbai (Honble NCLT) vide its order dated 31 st July, 2024 granted dispensation from holding meeting of shareholders, creditors (secured and unsecured) of Applicant Companies, except the meeting of unsecured creditors of Transferor Company- 2 which was duly convened on 12.09.2024.

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 .

The Honble National Company Law Tribunal, Mumbai Bench (Honble NCLT), admitted Company Petition No. CP(CAA) No. 217/MB/2024 by an order dated 4 th December 2024. The Scheme is pending disposal by Honble NCLT.

All related-party transactions were duly reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee and the Board was obtained for the transactions, which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions was 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 party (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 is not required to be made in Form AOC-2 and hence does not form part of the report.

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 COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

SCHEME OF AMALGAMATION

The Board of Directors at its meeting held on November 1, 2023 considered and approved a scheme of amalgamation and arrangement ("Scheme") which envisages

(i) in the first stage, amalgamation of the entire business and undertaking of SGS Infosystems Private Limited ("Wholly owned step down subsidiary/Transferor Company-1") with SGS Tekniks Manufacturing Private Limited ("Wholly owned subsidiary/ Transferor Company-2"),

(ii) immediately thereafter in the second stage, amalgamation of the entire business and undertaking of SGS Tekniks Manufacturing Private Limited ("Wholly owned subsidiary/ Transferor Company-2") with Syrma SGS Technology Limited ("the Company")

The Company is in the process of undertaking necessary steps to comply with the directions issued by Honble NCLT.

FUND RAISING THROUGH QUALIFIED INSTITUTIONAL PLACEMENT

The Board in its meeting held on May 10, 2024, approved the raising of funds through private placement by way of Qualified Institutional Placement (QIP). However, the Company did not raise funds this mode during the financial year 2024-25. Subsequently, the QIP Committee of the Board of Directors (the "Committee"), at its meeting held on August 12, 2025, approved the issue and allotment of 14,306,151 equity shares to eligible Qualified Institutional Buyers at an issue price of H 699 per equity share (including a share premium of H 689 per equity share). The issue price reflects a discount of H 36.61 per equity share (i.e., 4.98%) to the floor price of H 735.61 per equity share, aggregating to approximately H 10,000 million (Rupees ten thousand million only). The allotment has been made pursuant to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The proceeds from the Issue are proposed to be used towards the pre-payment and / or repayment of debts, working capital requirements, general corporate purposes and such other purpose(s) as may be permissible under applicable laws.

INCORPORATION OF WHOLLY OWNED SUBSIDIARIES

During the period from the end of the financial year under review until the date of this Boards Report, your Company has incorporated two new wholly owned subsidiaries, namely Syrma Elecomp Private Limited and Syrma Components Private Limited.

These subsidiaries have been established with the strategic objective of undertaking business of electronics design, assembly and manufacturing of Electronic components, bare printed circuit boards, loading of components onto printed circuit boards and for manufacture of interface cards and other electronic components, thereby enabling the Company to diversify its portfolio and strengthen its position in the respective market segment.

On Tuesday, July 15, 2025, Syrma SGS Technology Limited ("the Company"), its wholly owned subsidiary,

Syrma Strategic Electronics Private Limited, and Shinhyup Electronics Co. Limited, South Korea ("Shinhyup Electronics"), entered into a Joint Venture Agreement for the manufacturing of multi-layer Printed Circuit Boards (PCBs), including flexible PCBs and other related products as may be mutually agreed from time to time."

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.

Board of Directors & Key Managerial Personnel

The Board of Directors is duly constituted and consists of the following 9 (nine) Directors as on the close of the financial year:

DIN	Name Of Director	Designation	DIN	Name Of Director	Designation
00054553	Mr. Sandeep Tandon	Executive Director & Chairman	01653176	Mr. Kunal Naresh Shah	Independent Director
00198825	Mr. Jasbir Singh Gujral	Managing Director	02655564	Anil Govindan Nair	Independent Director
01693731	Mr. Jaideep Tandon*	Non-Executive Director	00106895	Mr. Hetal Madhukant Gandhi	Independent Director
00017963	Mr. Jayesh Nagindas Doshi	Non-Executive Director	03165703	Ms. Smita Jatia	Independent Director
02806475	Mr. Bharat Anand	Independent Director

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

The details of Key managerial personnel as on the close of the financial year is as follows:

SN Name of Key Managerial Personnel	Designation
1 Mr. Sandeep Tandon	Executive Director & Chairman
2 Mr. Jasbir Singh Gujral	Managing Director (MD)
3 Mr. Satendra Singh	Chief Executive Officer (CEO)
4 Mr. Bijay Kumar Agrawal	Chief Financial Officer (CFO)
5. Mrs. Komal Malik*	Company Secretary & Compliance Officer (CS & CO)

*Resigned w.e.f. close of business hours on 30 th July, 2025

Change in Directors and KMP

1. Mr. Jasbir Singh Gujral, Managing Director, was reappointed as the Managing Director for a period of Five (5) years with effect from October 01, 2024 to September 30, 2029, at the Annual General Meeting of the Company, held on September 17, 2024, as his initial three-year term expired on September 30, 2024.

2. All five Independent Directors of the Company, namely Mr. Hetal Madhukant Gandhi, Mr. Anil Govindan Nair, Mr. Bharat Anand, Ms. Smita Jatia and Mr. Kunal Naresh Shah were re-appointed as Independent Directors at the Annual General Meeting of the Company held on September 17, 2024, as their initial three-year terms expired on November 29, 2024. The above Independent Directors were re-appointed for a term of 5 years with effect from November 30, 2024 up to November 29, 2029.

3. Mr. Bhabagrahi Pradhan was appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 5, 2025, in place of Mrs. Komal Malik, who resigned from the position w.e.f. close of business hours on July 30, 2025.

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 SEBI 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.

The Independent Directors have also complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they comply 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 & 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.

At the Annual General Meeting of the Company held on September 17, 2024, Mr. Hetal Madhukant Gandhi, Mr. Anil Govindan Nair, Mr. Bharat Anand, Ms. Smita Jatia and Mr. Kunal Naresh Shah were re-appointed as Independent Directors of the Company for a second term of 5 years with

effect from November 30, 2024 up to November 29, 2029, as their initial term of three-year expired on November 29, 2024.

The terms and conditions of appointment of Independent Directors are placed on the website of the Company at .

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 Independent Directors are briefed form time to time about various CSR activities 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 .

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 January 28, 2025, without the attendance of Non-Independent 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 and are not liable to retire by rotation.

Accordingly, Mr. Jaideep Tandon (DIN: 01693731),

Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and has expressed his unwillingness to be re-appointed. As per the recommendation of the Nomination and Remuneration Committee, the Board proposes to fill the vacancy caused due to his retirement by appointing Mr. Sudeep Tandon (DIN:

02214657) as a Director (Non-Executive, Non-Independent) at the ensuing AGM or at any adjournment thereof, in place of Mr. Jaideep Tandon. Members approval is sought for his appointment.

Meetings of the Board

The Board of Directors met four times during the Financial Year viz.

1) May 10, 2024,

2) August 05, 2024,

3) October 25, 2024,

4) January 28, 2025.

For details of the meeting, please refer 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, re-constitution and number of meetings, attendance, and terms of reference of previously mentioned 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 the link .

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) Regulations 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 Chairperson of the Nomination and Remuneration Committee.

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 self-evaluation 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 SEBI Listing Regulations.

The Board Evaluation discussion, focused on ways to enhance the Board effectiveness 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 means 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 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.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) of the SEBI Listing Regulations, a Whistle-blower 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 all stakeholders 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 victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of your Company is posted on the website of the Company and can be accessed at the weblink at .

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 affect 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. Walker Chandiok & Co LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 17, 2024, for a term of five years i.e. till conclusion of 25 th Annual General Meeting. They continue to be the Statutory Auditors of the Company.

The Independent Auditors Report given by the Auditors M/s. Walker Chandiok & Co LLP, 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:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year.

The Board has appointed M/s Umesh Sagta & Associates, Cost Accountants, (FRN:001801) to conduct the audit of the cost records of the Company for the financial year ended March 31, 2025. The Cost Auditor has submitted the Cost Audit Report for the financial year ended March 31, 2025 within the stipulated period and the Cost Audit Report does not contain any qualification, reservation, or adverse remark.

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 13, 2025, 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 2025-26.

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

A proposal for ratification of remuneration of the Cost Auditor for Financial Year 2025-26 has been placed before the shareholders for consideration at ensuing Annual General Meeting.

c. Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act and Rules made thereunder and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and on recommendation of the Audit Committee, the Board of Directors has appointed M/s. DPV & Associates LLP., Practicing Company Secretaries, (Firm Registration No. L2021HR009500) as Secretarial Auditors, subject to approval of shareholders, for a period of 5 years commencing from

Financial year 2025-26 till Financial Year 2029-30. M/s. DPV & Associates LLP., Practicing Company Secretaries, (Firm Registration No. L2021HR009500) have provided the certificate of eligibility and willingness for their appointment as the Secretarial Auditor of the Company.

The item for their appointment forms part of the notice of ensuing Annual General Meeting.

Secretarial Audit report of the Company for the financial year 2024-25 issued by M/s Pragnya Pradhan & Associates, in the prescribed form and the Secretarial Audit Report of SGS Tekniks Manufacturing Private Limited, material unlisted subsidiary, are annexed to this Report as Annexure II.

The Secretarial Auditors Report to the shareholders is self-explanatory and does not contain any qualifications, reservations, material adverse remarks or disclaimers

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, does not apply to such subsidiaries.

d. Internal Auditors:

Pursuant to Section 138 of the Act & rules made thereunder M/s. Protiviti India Member Private Limited, Chartered Accountant, are appointed as Internal Auditors of the Company to review various operations of the Company and report their findings to the Audit Committee

CORPORATE SOCIAL RESPONSIBILITY (CSR) FRAMEWORK & 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 .

The Annual Report on CSR activities in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure III 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 IV to this Report.

HUMAN RESOURCES & EMPLOYEE RELATIONS

Strategic Overview:

For the FY 2024-25, Syrma SGS advanced its commitment to building a high-performing, inclusive, and future-ready workforce. Our HR strategy is guided by the principles of continuous learning, leadership development, digitization and sustainability with a strong focus on women empowerment and rural employment.

Employee Engagement & Culture:

Syrma SGS is once again recognized as a Great Place to Work for the fourth consecutive year with an overall score of 83%, which is the highest ever we have achieved in the last 4 years. Around 88% of our employees affirmed that Syrma SGS is a Great Place to Work, while the overall participation rate is 95%. These scores reflect a positive perception of organizational values, indicating a strong alignment between employees beliefs and the Companys core principles.

Core Values:

Syrma SGS fosters a culture that is focused on:

?€? Entrepreneurship: Encouraging innovationandownership.

?€? Collaboration: Promoting teamwork and

collective success.

?€? Respect: Valuing individuals and their contributions.

?€? Care: Prioritizing the well-being of employees and the environment.

By designating specific Value Coaches in each plant location who lead organized value-related coaching sessions and spread these efforts throughout the Company, we demonstrate how these values are essential to our leadership development strategy. Additionally, we have launched a new recognition initiative that finds and honours

"Value Champions" who, in their day-to-day work, embody our key values.

Employee Welfare:

The Company enhanced the regular health examinations, medical camps, employee involvement council, and policy. Infrastructure upgrades, on-site medical personnel, insurance benefits, Fika- the new joiners connect, Skip level meetings and open door policy are all part of our commitment to establishing a positive workplace culture and a supportive environment that prioritizes employee well-being.

Employee Engagement and Recognition:

To promote a culture of appreciation and performance, the Company implemented and enhanced a number of rewards programs, including: Skills Competitions, Spot Awards & Quiz, Safety Champions, Best Operator award, Attendance Bonus & Kudos Tree for blue-collar employees; Star Performer Award, Employee of the Month & Value Champion awards for white-collar employees; and Company-wide initiatives like Kaizen, Quality Circle, Happy Moments Board, and Long-Term Service Awards. In addition, the Company held team-building exercises, team outings, Lunch with CEO, cultural events, Annual day, Friday fun-doo & games, and health awareness weeks in various places. To guarantee that every employee had a voice, anonymous feedback surveys and pulse checks were also carried out.

Employee Relations & Industrial Climate:

?€? Maintained harmonious industrial relations across all units

?€? No work stoppages or labor unrest reported

?€? Established effective grievance redressal systems with 48-hour average resolution time

?€? Regular town halls, skip-level meetings, new joiner meetings, HR coffee connect & committee meetings ensured open communication

For the financial year 2024-25, the Company received many awards and accolades, some of the prestigious awards are as under

?€? Best New Project Introduction" award from Wabtec Corporation, Hosur.

?€? CII Kaizen awards

?€? Certified as "Great Place to Work" for the fourth consecutive year with 83% score.

?€? ELCINA Award for outstanding achievement in Exports and Special Jury Award

?€? "Excellence Award" on Quality Circle & Productivity

?€? "Zero PPM Award" from Mahle for our commitment towards continual improvement.

?€? Award from Forbes Marshall in Supply chain conclave

HR Technology & Digitization:

The Company have embarked on the implementation of enhanced HRMS package to integrate various HR functions across all units. This system aims to automate processes such as onboarding, confirmation, performance management, training, attendance, separation, taxation, statutory compliance and report generation. Also introduced a mobile application for self-service, especially benefiting employees in remote locations

Transitioning to digital HR processes has enhanced data accuracy, standardized reporting, and streamlined query resolution. It enables multi-level data analysis and quick interpretation, empowering top management to make faster, informed decisions - ultimately improving strategic workforce planning and operational efficiency.

On the statutory front, the Company have implemented Simpliance, a tool which has significantly enhanced HR efficiency and regulatory compliance through automated processes, real-time regulatory updates, and centralized record-keeping. This automation reduces non-compliance risks and expedites audits. Additionally, the transition from TMI to HONO represents our commitment to modernizing HR operations with improved workflows and enhanced employee self-service capabilities.

Outlook for FY 2025-26:

Our People Organization priorities for the fiscal year focus on digitalization and data management, performance culture, retention strategies, talent development, policy updates, values-based programs and mental wellbeing initiatives. These align with our broader objectives of modernizing operations, strengthening culture, maintaining key talent, increasing flexibility, and ensuring workforce sustainability.

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 & 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 Corporate Governance Report 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 .

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 finalized and implemented which is being reviewed periodically and modified suitably to ensure controls. The internal audit functions are carried out by an Independent firm of Chartered Accountants. This is supplemented through an extensive internal audit programme and periodic review by the management and Audit Committee.

CYBER SECURITY

In view of the increasing frequency and sophistication of cyber-attacks globally, the Company has taken a proactive and strategic approach to strengthening its cybersecurity posture. The cybersecurity maturity framework is reviewed periodically, and our processes and technology controls are continually enhanced to align with the evolving threat landscape.

Key initiatives undertaken during the year include:

?€? Advanced Email Security: Implementation of Iron Scales email security to effectively detect and mitigate phishing, spam, and impersonation attempts.

?€? Endpoint Protection: Deployment of CrowdStrike Falcon with XDR (Extended Detection and Response) technology across all endpoint devices and servers to ensure comprehensive, real-time threat detection and response.

?€? Real-Time Monitoring: Continuous monitoring of critical servers and network infrastructure to detect anomalies and potential threats swiftly.

?€? Employee Awareness & Training: Ongoing

cybersecurity awareness programs are conducted for all employees, including internal phishing simulation campaigns held twice a year to assess and improve user vigilance.

?€? Network and Application Security: Use of next- generation firewalls (NGFW) and Web Application Firewalls (WAF), ensuring a secure environment with real-time security monitoring and control measures applied across all layers?€”from end-user devices to network infrastructure, applications, and data assets.

These strategic initiatives have fortified the Companys cybersecurity framework, significantly reducing exposure to risks and enhancing overall resilience.

During the year under review, the Company did not experience any cybersecurity incidents, breaches, or data loss

RESEARCH AND DEVELOPMENT (R&D)

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors Report as Annexure V.

Further, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Directors Report. In terms of the provisions of section 136 of the Act, the report is being sent to the members excluding the previously mentioned statement. This statement will be made available by email to members of the Company seeking such information. The members can send an email to . It shall also be kept open for inspection by any member at the registered office of the Company during business hours.

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 MANAGEMENT DISCUSSION 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 copy of Annual Return for the financial year 2024-25, is placed on the Companys website and can be accessed at .

COMPLAINTS RELATING TO SEXUAL HARASSMENT

Syrma SGS is committed to fostering a safe and respectful workplace, aligning with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 (POSH Act).

The Company have POSH Committee in place to oversee the implementation of the POSH Act within the organization establishing comprehensive measures to promote awareness, provide training, and ensure compliance with the POSH Act.

?€? The Committee is composed of members from various departments, ensuring a diverse and inclusive approach to handling complaints.

?€? Employees are encouraged to report any incidents of sexual harassment to the POSH Committee, which is responsible for investigating and addressing complaints.

?€? The Company maintain transparency by reporting the number of complaints received and actions taken, ensuring accountability and continuous improvement in handling such issues.

Our dedication in creating a safe and inclusive environment is reflected in its recognition as a "Great Place to Work." Our efforts in implementing effective POSH measures contribute to building trust and fostering a positive workplace culture.

The Company received no POSH complaints at any of its locations during the FY 2024-25.

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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that

(a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at March 31, 2025 and of the profit of the Company for the period ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) The Directors have devised Proper systems to ensure compliance with the provisions of all the applicable laws and such systems 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. Neither the Managing Director nor the Executive Chairman of the Company receive any remuneration or commission from any of its subsidiaries;

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

4. 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.

5. 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.

6. 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;

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
	Sd/-
	Sandeep Tandon
Date: September 01, 2025	Chairman
Place: New Delhi	DIN:00054553