Directors Report of Syrma SGS Technology Ltd.

Mar 31, 2025

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

PARTICULARS	STANDALONE		CONSOLIDATED
PARTICULARS	\| 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	^^Â¦23,235.09	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	773.44	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 India''s 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 Company''s 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:

		Options	Options vested in	Options vested	Exercise	Total Options	Outstanding
Option Series	Grant Date	vested	previous year and	during the year	Exercise	Exercised	exercisable options
	Grant Date		previous year and	during the year	price		exercisable options
		during the	exercised during	and exercised	in J	during the	for the year
		year	the year (A)	(B)	in J	year (A) (B)	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 https://www.
syrmasgs.com/investor-relations/43-2/.

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 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 India Ratings

anrl Rocparph are ac fr\I lr\\/\/c^-

Type	Facility	Rating
Long-term bank	Fund based and non-	IND AA-/Stable/
facilities	fund based	IND A1
Long-term /	Fund based and non-	IND AA-/Stable/
Short-term bank Facilities	fund based	IND A1
Short-term bank	Fund based and non-	IND AA-/Stable/
facilities	fund based	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 Centra
Government, along with the corresponding shares to the
demat account of IEPF Authority.

During the year under review, your Company was noi
required to transfer any funds to IEPF.

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by youi
Company during the financial year under review pursuant tc
the provisions of Section 73 and 74 of the Act read togethei
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.

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) ir
the utilization of the IPO proceeds, as stated in the objects
of the Offer in the Prospectus of the Company. The Audi
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) o''
the Act read with Companies (Accounts) Rules, 2014
your Company has prepared Consolidated Financia
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 a
https://www.syrmasgs.com/investor-relations/43-2/.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURES

As on March 31, 2025, your Company has ten

Subsidiaries as under

Sr.

No.

Name of the Subsidiary

SGS Tekniks Manufacturing Private Limited*
Perfect ID India Private Limited

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.

- 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 Company''s Audit Committee reviews financial
Statements, of subsidiary companies. Minutes of Board
Meetings of subsidiary companies are placed before the
Company''s 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.

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/.

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 Company''s website at https://www.syrmasgs.com/
investor-relations/codes-and-policies/.

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 DIRECTOR''S
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 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 arm''s 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 Hon''ble National Company law Tribunal, Court - V,
Mumbai Bench, Mumbai (''Hon''ble 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.

The Hon''ble National Company Law Tribunal, Mumbai
Bench (''Hon''ble 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 Hon''ble NCLT.

The Company is in the process of undertaking necessary
steps to comply with the directions issued by Hon''ble 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 Board''s 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 fo
the manufacturing of multi-layer Printed Circuit Board:
(PCBs), including flexible PCBs and other related product:
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)

Change in Directors and KMP

1. Mr. Jasbir Singh Gujral, Managing Director, was reÂ¬
appointed as the Managing Director for a period of
Five (5) years with effect from October 01, 2024 tc
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 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 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 Company''s website at https://
www.syrmasgs.com/investor-relations/disclosure/.

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 Company''s
website at the link https://www.syrmasgs.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) 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
Company''s 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 Board''s 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 Company''s 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 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 affect the going
concern status and Company''s 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
Auditor''s 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 Auditor''s 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
Company''s 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 Company''s 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 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 Company''s
core principles.

Core Values:

Syrma SGS fosters a culture that is focused on:

â¢ Entrepreneurship: Encouraging innovationandownership.

â¢ Collaboration: Promoting teamwork and

collective success.

â¢ Respect: Valuing individuals and their contributions.

â¢ 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 joinersâ 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:

â¢ Maintained harmonious industrial relations
across all units

â¢ No work stoppages or labor unrest reported

â¢ Established effective grievance redressal systems with
48-hour average resolution time

â¢ 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

â¢ Best New Project Introduction" award from Wabtec
Corporation, Hosur.

â¢ CII Kaizen awards

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

â¢ ELCINA Award for outstanding achievement in Exports
and Special Jury Award

â¢ "Excellence Award" on Quality Circle & Productivity

â¢ "Zero PPM Award" from Mahle for our commitment
towards continual improvement.

â¢ 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 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 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:

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

â¢ 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.

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

â¢ 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.

â¢ 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 layersâfrom end-user devices to
network infrastructure, applications, and data assets.

These strategic initiatives have fortified the Company''s
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 [email protected]. 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 Company''s
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 Company''s website and can be accessed at https://www.
syrmasgs.com/investor-relations/43-2/.

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.

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

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

â¢ 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
Company''s 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

Mar 31, 2024

Your Directors are pleased to present the 20^th Annual Report of Syrma SGS Technology Limited ("the Company") on the performance of the Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS:

The Company''s standalone and consolidated financial performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized below:

Amounts in INR Millions
PARTICULARS	STANDALONE		CONSOLIDATED
PARTICULARS	\| March 31, 20241	March 31, 2023 \|	March 31, 20241	\| March 31, 2023
Revenue from Operations	18,459.59	11,394.03	31,706.82	20,555.87
Other Income	401.22	332.48	417.63	365.50
Total Income	18,860.81	11,726.51	32,124.45	20,921.37
Less: Expenses	18,608.40	10,862.79	30,446.54	19,134.06
Profit Before exceptional items and Tax	252.41	863.72	1,677.91	1,787.31
Exceptional Items	13.50	-	13.50	-
Profit before tax	238.91	863.72	1,664.41	1,787.31
Tax Expenses	38.65	313.60	421.01	556.22
Net Profit after Tax	200.26	550.12	1,243.40	1,230.76
Other Comprehensive Income	4.02	14.35	-11.00	16.40
Total Comprehensive Income	204.28	564.47	1,232.40	1,247.16

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 solutions. Furthermore, your Company received three approvals under the PLI scheme of Government of India including that for manufacturing Telecom & Networking Products, White Goods (Air Conditioners & LED Lights) and IT products, which is likely to have positive influence on your Company''s revenue model. With its extensive goal of mass production, your Company is emerging stronger every day. Further, post acquisition of 51% stake of Johari Digital Healthcare Limited on September 5, 2023 the Company has entered into the business of design-led manufacturing of electro-medical devices.

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 standalone basis, during the year ended March 31, 2024, your Company registered its revenue from Operations of H 18459.59 Millions against H 11394.03 Millions in the previous financial year 2022-23 delivering a topline growth of 62% YoY over previous financial year 2022-23. Net profit after tax of the Company was H 200.26 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

(?)

Issue price per Equity Share (?)

Form of consideration

Cumulative No. of Equity Shares

Cumulative paid-up equity share capital (?)

Opening Balance

176,777,842

1,767,778,420

November 09, 2023

Allotment of 807,239 Equity Shares under ESOP Plan 2020

ESOP

807,239

As per price band

Cash

177,585,081

1,775,850,810

Accordingly, the total paid-up share capital of the Company as on March 31, 2024, is H 1775850810/- (One Billion, Seven Hundred Seventy-Five Million, Eight Hundred Fifty Thousand, Eight Hundred Ten only) divided into 177585081 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 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.

National Stock Exchange of India Limited (NSE), 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 24, the year under review, the Board has made an allotment of 8,07,239 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, 2024
Scheme I	19-Oct-21	189263	179916	188001	10*	3,67,917	2287
Scheme II	19-Oct-21	386477	54561	384761	10*	4,39,322	3432
ESOP	11-Jan-24	NIL	0	0		0
Plan2023
Total		575740				8,07,239
* 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"). During FY 24, the Board has granted 235500 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.

The Syrma SGS - Employee Stock Option Plan 2023''("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 ("Shares") of the Company from the secondary market. Accordingly, the Trust acquired 158000 no. of equity shares (0.089% of the paid-up equity capital) during the year ended March 31,2024

The applicable disclosures as stipulated under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are disclosed on the website of the Company at https://www. syrmasgs.com/investor-relations/43-2/.

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 23: H 1.50 @ 15%} per equity share for the

financial year ended March 31, 2024, subject to approval of Members at the ensuring Annual General Meeting.

The Board 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 India Ratings and Research are as follows:

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

INVESTOR EDUCATION AND PROTECTION FUND

In terms of the Section 125 and 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), 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 Investor Education and Protection Funds (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

During the year under review, the three new wholly owned subsidiaries namely - Syrma Semicon Private Limited, Syrma Strategic Electronics Private Limited and Syrma Mobility Private Limited have been incorporated with an objective to carry out the business of electronics design, assembly and manufacturing. Further, subsequent to acquisition of 51% shareholding of Johari Digital Healthcare Limited, JDHL became subsidiary of the Company in September 2023. The acquisition will enable the Company to enter into the business of design-led manufacturing of electro-medical devices.

This acquisition is expected to enhance Company''s capabilities and offerings in the electro-medical devices segment and create business synergies across multiple

areas. The Company expects the acquisition to be accretive to its earnings and cash flow.

As on March 31, 2024, your Company has ten

Subsidiaries as under:

Sr. No.	Name of the Subsidiary
1	SGS Tekniks Manufacturing Private Limited
2	Perfect ID India Private Limited
3	Johari Digital Healthcare Limited
4	Syrma SGS Electronics Pvt Ltd
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.

Financial statements, of subsidiary companies, are reviewed by your Company''s Audit Committee; Minutes of Board meetings of subsidiary companies are placed before the Company''s 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.

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

Material Subsidiaries

As on March 31, 2024, 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 Company''s website at https://www.syrmasgs.com/ investor-relations/codes-and-policies/.

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 note to the standalone financial statements for the financial year ended March 31, 2024.

LOAN FROM DIRECTORS OR DIRECTOR''S 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 arm''s 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.

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

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 Teknis Manufacturing Private Limited ("Wholly owned subsidiary/ Transferor Company-2 (Merged)") with Syrma SGS Technology Limited ("the Company")

The Hon''ble National Company law Tribunal, Court - V, Mumbai Bench, Mumbai (''Hon''ble 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 to be convened up to 12.09.2024. The Company is in the process of undertaking necessary steps to comply with the directions issued by Hon''ble NCLT.

FUND RAISING THROUGH QUALIFIED INSTITUTIONAL PLACEMENT

The Board in its meeting held on May 10, 2024, approved raising of funds through private placement by Qualified Institutional Placement mode. The fund raising shall be in compliance with the applicable 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.

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, and the changes are mentioned below:

DIN	Name Of Director	Designation	DIN	Name Of Director	Designation
00054553	Mr. Sandeep Tandon	Executive Director & Chairman	01653176	Mr. Kunal Shah	Independent Director
00198825	Mr. Jasbir Singh Gujral	Managing Director	02655564	Mr. Anil Nair	Independent Director
01693731	Mr. Jaideep Tandon*	Non-Executive Director	00106895	Mr. Hetal Gandhi	Independent Director
00017963	Mr. Jayesh Doshi	Non-Executive Director	03165703	Ms. Smita Jatia	Independent Director
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 ceased to be director of the Company with effect from closing hours of 1^st August, 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 (appointed w.e.f. 24^th August 2023)	Chief Executive Officer (CEO)
4	Mr. Bijay Agrawal	Chief Financial Officer (CFO)
5.	Mrs. Komal Malik (appointed w.e.f. 6^th February 2024)	Company Secretary & Compliance Officer (CS & CO)

Change in Directors and KMP

1. Mr. Sridhar Narayan ceased to be the director of the Company w.e.f closing hours of 1^st August, 2023.

2. Mr. Rahul N. Sinnarkar, ceased to be the Company Secretary & Compliance Officer (CS & CO) w.e.f. closing hours of 31^st December, 2023.

3. Mr. Sreeram Srinivasan, ceased to be the Chief Executive Officer (CEO) of the Company w.e.f. 1^st April. 2023

4. Mr. Jasbir Singh Gujral, Managing Director, was appointed at the Extra Ordinary General Meeting of members of the Company held on October 7, 2021 for a term of 3 years from October 01, 2021 to September 30, 2024. The Board of Directors, on recommendation of the Nomination and Remuneration Committee, at its meeting held on August 5, 2024 has considered and recommended the re-appointment of Mr. Jasbir Singh Gujral for another term of 5 years, subject to approval by the shareholders by way of Special Resolution.

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.

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 & 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 three-year term of all the five Independent Directors namely Mr. Hetal Gandhi, Mr. Anil Nair, Mr. Bharat Anand, Ms. Smita Jatia, and Mr. Kunal Shah is expiring on November 29, 2024. The Board of Directors, on recommendation of the Nomination and Remuneration Committee, at its meeting held on August 5, 2024 has considered and recommended for the re-appointment of all the Independent Directors for another term of 5 years, subject to approval by the shareholders by way of Special Resolution, pursuant to section 149 of the Companies Act, 2013 read with applicable provisions of the SEBI Listing Regulations, 2015. The proposal for re-appointment of all the five Independent Directors, forms part of the notice of the ensuing Annual General Meeting.

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 Company''s website at https://www.syrmasgs.com/investor-relations/disclosure/.

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 February 6, 2024, 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. Sandeep Tandon (DIN: 00054553), being the longest in the office among the directors, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Member''s approval is sought for his reappointment.

Meetings of the Board

The Board of Directors met five times during the Financial Year viz. May 18, 2023, August 01, 2023, August 24, 2023, November 01,2023 and February 06, 2024

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, 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 Company''s

website at the link https://www.syrmasgs.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) 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 & 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 Company''s 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 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 Board''s 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 Listing Regulations, a Whistle-blower Policy and Vigil Mechanism was established for Directors, employees and stakeholders to report to the Management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s 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 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.

For encompassing the key Company''s activities and corporate actions during the financial year 2023-24 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 Company''s operations in the future.

AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditors:

The term of the Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, is expiring at the ensuring Annual General Meeting. On recommendation of the Audit Committee, the Board of Directors, has proposed the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013), as Statutory Auditors of the Company. M/s. Walker Chandiok & Co LLP have provided the certificate of eligibility and willingness for their appointment.

The item for their appointment forms part of the notice of ensuing Annual general meeting.

The Independent Auditors Report given by the Auditors M/s. Deloitte Haskins & Sells LLP, on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. The Statutory Auditor''s 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, 2024. The Cost Auditor has given the Cost Audit Report for the financial year ended March 31, 2024, 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 August 5,2024, 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 2024-25.

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 2024-25 will be placed before the shareholders for consideration.

c. Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has appointed, M/s. Pragnya Pradhan & Associates Practicing Company Secretaries (CP No. 12030) to undertake the secretarial audit of the Company.

Secretarial Audit report for the financial year 2023-24 issued by M/s MMJB & Associates LLP in the prescribed form and the Secretarial Audit Report of SGS Tekniks Manufacturing Private Limited, being material unlisted subsidiary, is annexed to this Report as Annexure IV.

The Secretarial Auditor''s 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. 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 2024-25 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 Company''s 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 Company''s 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- 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 II to this Report.

HUMAN RESOURCES & EMPLOYEE RELATIONS

During the year 2023-24, a leadership programme named SAIL - Syrma Academy of Inspiring Leadership was organised in three phases, for Senior Management. The Company has successfully implemented the two phases of this programme.

In its strive to simplify the peoples'' processes, the Company introduced online compliance tool (Simpliance), HRMS & PMS. The implementation of online simpliance tool shall enable the Company to ensure all the compliances under labour laws, across locations and to streamline the documentation process. Through HRMS the Company aims to automate the entire employee life cycle management. PMS was introduced to instill the performance culture on quarterly basis. The Company is focused towards strengthening the workforce through Intensive trainings and provide them internal job opportunities as part of grow from within.

The Company has taken various initiatives to develop internal leadership team and to increase the number of qualified and skilled personnel. The Company aims to create a strong talent pool and strengthen its workforce that would lead to enhanced productivity and efficiency.

With the goal to promote better interactions and communication between Management and the other employees, the Company introduced the culture of communicating management''s decisions and business updates through Townhalls. The Townhall provides platform where the MD and CXOs brief the business updates,

feedbacks, exchange of thoughts, opinions and suggestions to improve the operational efficiency and people matters and to foster positive work culture.

The Company conducts frequent surveys and feedback via monthly management review meetings, such measures connect each team with the senior management, and builds a mutual channel of review and generating new ideas of progress. The Company has a robust feedback system to monitor the well-being of the employees who form the pillar of our organisation.

In the financial year 2023-24, the Company received many awards and accolades, some of the prestigious awards are as under

â¢ Award for business excellence from Tamil Nadu

State Government.

â¢ The Golden Globe Tiger Awards (Asia Edition) Award for "Best in Training & Organizational Development" By World HRD Congress.

â¢ Innovation & Technology Excellence Award from

Wabtec Corporation

â¢ ELCINA awards in various categories like

Quality, Exports, Environment Protection & Sustainable Development

â¢ Kaizen Awards 2023 from CII

â¢ Indo American Chamber of Commerce for

employment Of Women

â¢ "GREAT PLACE TO WORK" certification for the third consecutive year

Your Company strived hard towards creating a continuous Learning and development for all employees inclusive of role at all level, which is the unique feature of our organisation implemented by HED. Team Building Activities through OBT, various rewards & recognition programs, women development programs. Technology advancements have been intimated to all employees, if needed internal and external experts deliver trainings. We have always encouraged employees who desire to do certifications, which will enhance their skill set, and to learn the new Skills in the industry. HED has been the motivating force for all employees by encouraging them at various forums.

Your Company believes in investing in people to develop and expand their capability. The Company has been able to create a favorable work environment that motivates performance and customer focus. The Human Resource Department had arranged several training programs 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 & 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 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 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 increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

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 rule5(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 aforesaid statement. This statement will be made available by email to members of the Company seeking such information. The members can send an email to [email protected] 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 Company''s 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 2023-24, is placed on the Company''s website 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 2023-24.

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, 2024, 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, 2024 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.

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 Company''s 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.

Mar 31, 2023

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 Company''s 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
PARTICULARS	\| 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 Company''s 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 Comp 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,	Allotment of	Private	37,93,103	10	290	Cash	141,410,956	1,414,109,560
2022	3793103 Equity	placement
	Shares under
	preferential
	allotment
August 26,	Allotment of	IPO -	3,48,18,181	10	As per	Cash	176,229,137	1,762,291,370
2022	34818181 Equity	Fresh			price
	Shares under Initial	Issue			band
	Public Offer (IPO) -
	Fresh Issue
November	Allotment of	ESOP	548,705	10	As per	Cash	176,777,842	1,767,778,420
05, 2022	548705 Equity				ESOP
	Shares under ESOP				Plan
	Plan 2020				2020

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	Fund based and	CARE A ; Positive
facilities	non-fund based
Long-term /	Fund based and	CARE A ; Positive
Short-term bank Facilities	non-fund based	/ 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

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

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	Number of equity shares	Percentage of the issued and
shareholder	Number of equity shares	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 Company''s Audit Committee; Minutes of Board meetings and Committee(s) of subsidiary companies are placed before the Company''s 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 DIRECTOR''S 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/.

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.

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. JDHL''s 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 SGS''s 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 Company''s 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		N^r. DIN No.	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.

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 Company''s 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

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. Member''s 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 Company''s 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 Company''s 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 Board''s 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 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 Company''s 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 Company''s 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 Company''s 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 Auditor''s 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 Auditor''s 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

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 Company''s 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 â team comprised of cross functional Managers / Senior Managers with an intent to shape them into being future leaders; Initiated ''Let''s 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 Hon''ble Chief Minister of Tamil

Nadu, Mr. M. K. Stalin, Hon''ble 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 Company''s 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 Company''s website in due course and can be accessed at https://www.syrmasgs.com/investor-relations/43-2/

COMPLAINTS RELATING TO SEXUAL HARASSMENT

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 Company''s 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

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Directors Report of Syrma SGS Technology Ltd.

FINANCIAL RESULTS:

STATE OF AFFAIRS OF THE COMPANY AND FINANCIAL PERFORMANCE

SHARE CAPITAL

Paid-up capital:

EMPLOYEE STOCK OPTION PLAN

Summary of which is given under:

Syrma SGS Stock Option Plan 2023

DIVIDEND

TRANSFER TO RESERVES

CREDIT RATING

INVESTOR EDUCATION AND PROTECTION FUND

PUBLIC DEPOSITS

CHANGE IN THE NATURE OF BUSINESS

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

CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARY COMPANIES, ASSOCIATES & JOINTVENTURES

Material Subsidiaries

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

LOAN FROM DIRECTORS OR DIRECTOR''SRELATIVE

RELATED-PARTY TRANSACTIONS

SCHEME OF AMALGAMATION

FUND RAISING THROUGH QUALIFIEDINSTITUTIONAL PLACEMENT

INCORPORATION OF WHOLLY OWNEDSUBSIDIARIES

Board of Directors & Key Managerial Personnel

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

Change in Directors and KMP

Independent Directors

Familiarization Program for Independent Directors

Separate Meeting of Independent Directors

Retirement by rotation

Meetings of the Board

Constitution/Reconstitution of various committees

POLICY ON DIRECTORS'' APPOINTMENT ANDREMUNERATION

BOARD EVALUATION

VIGIL MECHANISM

SIGNIFICANT MATERIAL ORDERS OFREGULATORS/COURTS/ TRIBUNALS

AUDITORS AND AUDITORS'' REPORT

a. Statutory Auditors:

b. Cost Auditors:

c. Secretarial Auditors:

d. Internal Auditors:

CORPORATE SOCIAL RESPONSIBILITY (CSR)FRAMEWORK & VISION

BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT (BRSR)

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

HUMAN RESOURCES & EMPLOYEE RELATIONS

Strategic Overview:

Employee Engagement & Culture:

Core Values:

Employee Welfare:

Employee Engagement and Recognition:

Employee Relations & Industrial Climate:

HR Technology & Digitization:

Outlook for FY 2025-26:

ENTERPRISE RISK MANAGEMENT

INTERNAL CONTROL SYSTEMS

CYBER SECURITY

RESEARCH AND DEVELOPMENT (R&D)

PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES

REPORT ON CORPORATE GOVERNANCE

SECRETARIAL STANDARDS

REPORT ON MANAGEMENT DISCUSSION ANDANALYSIS

ANNUAL RETURN

COMPLAINTS RELATING TO SEXUALHARASSMENT

APPLICATION UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016

DIRECTORS'' RESPONSIBILITY STATEMENT

GENERAL

ACKNOWLEDGEMENTS

FINANCIAL RESULTS:

STATE OF AFFAIRS OF THE COMPANY AND FINANCIAL PERFORMANCE

SHARE CAPITAL

Paid-up capital:

EMPLOYEE STOCK OPTION PLAN

Summary of which is given under:

Syrma SGS Stock Option Plan 2023

DIVIDEND

TRANSFER TO RESERVES

CREDIT RATING

INVESTOR EDUCATION AND PROTECTION FUND

PUBLIC DEPOSITS

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

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURES

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

LOAN FROM DIRECTORS OR DIRECTOR''S
RELATIVE

FUND RAISING THROUGH QUALIFIED
INSTITUTIONAL PLACEMENT

INCORPORATION OF WHOLLY OWNED
SUBSIDIARIES

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

SIGNIFICANT MATERIAL ORDERS OF
REGULATORS/COURTS/ TRIBUNALS

CORPORATE SOCIAL RESPONSIBILITY (CSR)
FRAMEWORK & VISION

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

REPORT ON MANAGEMENT DISCUSSION AND
ANALYSIS

COMPLAINTS RELATING TO SEXUAL
HARASSMENT

APPLICATION UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016