Notes to Accounts of Syrma SGS Technology Ltd.

Mar 31, 2025

2.13 Provisions

Provisions are recognised, when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation.

The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present
value of those cash flows (when the effect of the time
value of money is material).

2.14 Contingent liability and contingent assets

(a) Contingent liability is disclosed for:

• Possible obligations which will be confirmed
only by future events not wholly within the
control of the Company; or

• Present obligations arising from past events
where it is not probable that an outflow
of resources will be required to settle the
obligation or a reliable estimate of the
amount of the obligation cannot be made.

(b) Contingent assets are not recognised. However,
when inflow of economic benefits is probable,
related asset is disclosed.

2.15 Taxes on income

The income tax expense represents the sum of the tax

currently payable and deferred tax.

(a) Current tax

ncome tax expense or credit for the period is the
tax payable on the current period''s taxable income
using the tax rates and tax laws that have been
enacted or substantively enacted by the balance
sheet date. The Company periodically evaluates
positions taken in tax returns with respect to
situations in which applicable tax regulation is
subject to interpretation. It establishes provisions
where appropriate on the basis of amounts
expected to be paid to the tax authorities.

Current tax assets and current tax liabilities are
offset only if there is a legally enforceable right to
set off the recognised amounts, and it is intended
to realise the asset and settle the liability on a net
basis or simultaneously.

(b) Deferred tax

Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying
amounts of assets and liabilities in the standalone
financial statements and the corresponding tax
bases used in the computation of taxable profit,
and is accounted for using the liability method.
Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is
probable that taxable profits will be available
against which deductible temporary differences
can be utilised. Such assets and liabilities are
not recognised if the temporary difference
arises from the initial recognition (other than
in a business combination) of other assets and
liabilities in a transaction that affects neither
the taxable profit nor the accounting profit. In
addition, a deferred tax liability is not recognised
if the temporary difference arises from the initial
recognition of goodwill.

Deferred tax liabilities are recognised for taxable
temporary differences arising on investment in
associates, except where the Company is able to
control the reversal of the temporary difference
and it is probable that the temporary difference
will not reverse in the foreseeable future. Deferred
tax assets arising from deductible temporary
differences associated with such investment is
only recognised to the extent that it is probable

that there will be sufficient taxable profits agains''
which to utilise the benefits of the temporary
differences and they are expected to reverse ir
the foreseeable future. The carrying amount o''
deferred tax assets is reviewed at each reporting
date and reduced to the extent that it is no
longer probable that sufficient taxable profits
will be available to allow all or part of the asse
to be recovered.

Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability
is settled or the asset is realised based on tax laws
and rates that have been enacted or substantively
enacted at the reporting date.

The measurement of deferred tax liabilities anc
assets reflects the tax consequences that wouk
follow from the manner in which the Company
expects, at the end of the reporting period, tc
recover or settle the carrying amount of its assets
and liabilities. Deferred tax assets and liabilities
are offset when there is a legally enforceable righ"
to set off current tax assets against current tax
liabilities and when they relate to income taxes
levied by the same taxation authority and the
Company intends to settle its current tax assets
and liabilities on a net basis.

For transactions and other events recognised
in profit or loss, any related tax effect is also
recognised in profit or loss. For transactions and
events recognised outside profit or loss (either m
other comprehensive income or directly in equity)
any related tax effects are also recognised outside
profit or loss (either in other comprehensive
income or directly in equity, respectively).

(c) Current tax and deferred tax for the year

Current and deferred tax are recognised m
Statement of profit or loss, except when they
relate to items that are recognised in othe
comprehensive income or directly in equity, in
which case, the current and deferred tax are also
recognized in other comprehensive income oi
directly in equity respectively. Where current tax oi
deferred tax arises from the initial accounting for e
business combination, the tax effect is included m
the accounting for the business combination.

2.16 Financial instruments

Financial assets and financial liabilities are recognized

when the Company becomes a party to the contractua

provisions of the instruments.

(a) Initial recognition

Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue
of financial assets and financial liabilities (other
than financial assets and financial liabilities at
fair value through profit or loss) are added to
or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly
attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or
loss are recognized immediately in the Statement
of profit and loss. However, trade receivables that
do not contain a significant financing component
are measured at transaction price in accordance
with Ind AS 115.

(b) Subsequent measurement

(i) Financial assets

All recognized financial assets are
subsequently measured in their entirety at
either amortized cost or fair value, depending
on the classification of the financial assets,
except for investments forming part of
interest in subsidiaries / associates, which
are measured at cost.

Classification of financial assets

The Company classifies its financial assets in
the following measurement categories:

a) those to be measured subsequently
at fair value (either through other
comprehensive income, or through
Statement of profit or loss), and

b) those measured at amortized cost

The classification depends on the entity''s
business model for managing the financial
assets and the contractual terms of
the cash flows.

Amortized cost

Assets that are held for collection of
contractual cash flows where those cash
flows represent solely payments of principal
and interest are measured at amortized
cost. A gain or loss on these assets that is
subsequently measured at amortized cost
is recognized in Statement of profit or loss
when the asset is derecognized or impaired.

Interest income from these financial assets
is included in finance income using the
effective interest rate method.

Fair value through other comprehensive
income (FVTOCI)

Assets that are held for collection of
contractual cash flows and for selling the
financial assets, where the assets cash flows
represent solely payments of principal and
interest, are measured at fair value through
other comprehensive income (FVTOCI).
Movements in the carrying amount are taken
through OCI. When the financial asset is
derecognized, the cumulative gain or loss
previously recognized in OCI is reclassified
from equity to Statement of profit or loss and
recognized in other income / (expense).

Fair value through profit or loss (FVTPL)

Assets that do not meet the criteria for
amortized cost or FVTOCI are measured at fair
value through profit or loss. A gain or loss on
these assets that is subsequently measured at
fair value through profit or loss is recognized
in the Statement of profit and loss.

Impairment of financial assets

Expected credit loss (ECL) is the difference
between all contractual cash flows that are
due to the Company in accordance with the
contract and all the cash flows that the entity
expects to receive (i.e., all cash shortfalls).

In accordance with Ind AS 109, the Company
applies expected credit loss (ECL) model
for measurement and recognition of
impairment loss on the financial assets that
are measured at amortised cost e.g., cash
and bank balances, investment in equity
instruments of subsidiary companies, trade
receivables and loans etc.

At each reporting date, the Company
assesses whether financial assets carried
at amortised cost is credit-impaired. The
Company uses forward looking information
to recognise expected credit losses. A
financial asset is ''credit-impaired'' when one
or more events that have detrimental impact
on the estimated future cash flows of the
financial assets have occurred.

Evidence that the financial asset is

credit-impaired includes the following

observable data:

- significant financial difficulty of the
borrower or issuer;

- the breach of contract such as a
default or being past due as per the
ageing brackets;

- it is probable that the borrower will
enter bankruptcy or other financial re¬
organisation; or

- the disappearance of active market for a
security because of financial difficulties.

The Company follows ''simplified approach''
for recognition of impairment loss allowance
on Trade receivables. The application
of simplified approach does not require
the Company to track changes in credit
risk. Rather, it recognizes impairment
loss allowance based on lifetime ECLs
at each reporting date, right from its
initial recognition.

For recognition of impairment loss on other
financial assets, the Company determines
that whether there has been a significant
increase in the credit risk since initial
recognition. If credit risk has not increased
significantly, 12-month ECL is used to
provide for impairment loss. However, if
credit risk has increased significantly, lifetime
ECL is used. If, in subsequent period, credit
quality of the instrument improves such that
there is no longer a significant increase in
credit risk since initial recognition, then the
entity reverts to recognizing impairment loss
allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses
resulting from all possible default events over the
expected life of a financial asset. The 12-month
ECL is a portion of the lifetime ECL which results
from default events that are possible within 12
months after the reporting date.

ECL impairment loss allowance (or reversal)
recognized during the period is recognized
as expense/income in the statement of profit
and loss. ECL for financial assets measured

as at amortized cost and contractual revenue
receivables is presented as an allowance, i.e.,
as an integral part of the measurement of those
assets in the standalone financial statements.
The allowance reduces the net carrying
amount. Until the asset meets write-off criteria,
the Company does not reduce impairment
allowance from the gross carrying amount.

Write off policy

The Company writes off a financial asset when
there is information indicating that the debtor is in
severe financial difficulty and there is no realistic
prospect of recovery. Any recoveries made are
recognised in Statement of profit or loss.

(ii) Financial liabilities and equity instruments:
Classification as equity or financial liability

Equity and Debt instruments issued by the
Company are classified as either financial
liabilities or as equity in accordance with the
substance of the contractual arrangements
and the definitions of a financial liability and
an equity instrument.

All financial liabilities are subsequently
measured at amortized cost using the
effective interest method or at FVTPL.

Equity instruments

An equity instrument is any contract that
evidences a residual interest in the assets of
an entity after deducting all of its liabilities.
Equity instruments issued by the Company
are recognized at the proceeds received, net
of direct issue costs.

Financial liabilities at amortized cost

Financial liabilities that are not held-for-
trading and are not designated as at FVTPL
are measured at amortized cost at the end
of subsequent accounting periods. The
carrying amounts of financial liabilities that
are subsequently measured at amortized
cost are determined based on the effective
interest method. Interest expense that is
not capitalized as part of costs of an asset is
included in the ''Finance costs'' line item.

Financial liabilities at FVTPL

Liabilities that do not meet the criteria for
amortized cost are measured at fair value
through profit or loss. A gain or loss on these

assets that is subsequently measured at fair
value through profit or loss is recognized in
the Statement of profit and loss.

(c) Derecognition

(i) Derecognition of financial assets

A financial asset is derecognized only when
the Company has transferred the rights to
receive cash flows from the financial asset.
Where the Company has transferred an
asset, it evaluates whether it has transferred
substantially all risks and rewards of
ownership of the financial asset. Where the
Company has neither transferred a financial
asset nor retains substantially all risks and
rewards of ownership of the financial asset,
the financial asset is derecognised if the
Company has not retained control of the
financial asset.

If the Company enters into transactions
whereby it transfers assets recognised on
its balance sheet but retains either all or
substantially all of the risks and rewards of
the transferred assets, the transferred assets
are not derecognised.

(ii) Derecognition of financial liabilities

The Company derecognizes financial
liabilities when, and only when, the
Company''s obligations are discharged,
cancelled or have expired. The difference
between the carrying amount of the financial
liability derecognized and the consideration
paid and payable is recognized in Statement
of profit or loss.

The Company also derecognises a financial
liability when its terms are modified and the
cash flows under the modified terms are
substantially different. In this case, a new
financial liability based on the modified terms
is recognised at fair value. The difference
between the carrying amount of the financial
liability extinguished and the new financial
liability with modified terms is recognised in
statement of profit or loss.

(d) Offsetting

Financial assets and financial liabilities are offset
and the net amount presented in the balance sheet
when, and only when, the Company currently has
a legally enforceable right to set off the amounts

and it intends either to settle them on a net basis
or to realise the asset and settle the liability
simultaneously.

(e) Measurement of fair values

A number of the accounting policies and
disclosures require measurement of fair values,
for both financial and non-financial assets
and liabilities.

Fair values are categorised into different levels in
a fair value hierarchy based on the inputs used in
the valuation techniques as follows:

- Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities.

- Level 2: inputs other than quoted prices
included in Level 1 that are observable for the
asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that
are not based on observable market data
(unobservable inputs).

The Company has an established internal control
framework with respect to the measurement of fair
values. This includes a finance team that has overall
responsibility for overseeing all significant fair
value measurements, including Level 3 fair values,
and reports directly to the chief financial officer.

The finance team regularly reviews significant
unobservable inputs and valuation adjustments. If
third party information, is used to measure fair values,
then the finance team assesses the evidence obtained
from the third parties to support the conclusion that
these valuations meet the requirements of Ind AS,
including the level in the fair value hierarchy in which
the valuations should be classified.

When measuring the fair value of an asset or a
liability, the Company uses observable market
data as far as possible. If the inputs used to
measure the fair value of an asset or a liability fall
into different levels of the fair value hierarchy, then
the fair value measurement is categorised in its
entirety in the same level of the fair value hierarchy
as the lowest level input that is significant to the
entire measurement.

The Company recognizes transfers between levels
of the fair value hierarchy at the end of the reporting
period during which the change has occurred.

Further information about the assumptions made in
measuring fair values used in preparing these financial
statements is included in the respective notes.

2.17 Equity investments in subsidiaries/associate

Investment in subsidiaries/associate are carried at cost
in the standalone financial statements.

2.18 Investment in mutual funds

Investments that are readily realisable and intended
to be held for not more than a year from the date of
acquisition are classified as current investments. All other
investments are classified as non-current investments.

Investment in mutual funds are measured at fair value
through profit and loss. Net gains and losses are
recognised in Statement of Profit or Loss.

2.19 Contingent consideration

Any contingent consideration to be transferred by the
acquirer is recognised at fair value at the acquisition
date. Contingent consideration classified as an asset or
liability that is a financial instrument and within the scope
of Ind AS 109 Financial Instruments, is measured at fair
value with changes in fair value recognised in profit or
loss in accordance with Ind AS 109. If the contingent
consideration is not within the scope of Ind AS 109, it
is measured in accordance with the appropriate Ind AS
and shall be recognised in profit or loss.

2.20 Earnings per share

Basic earnings per share is computed by dividing the
net profit / (loss) after tax (including the post tax effect
of exceptional items, if any) for the year attributable to
equity shareholders by the weighted average number
of actual equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the
profit / (loss) after tax (including the post tax effect of
exceptional items, if any) for the year attributable to
equity shareholders as adjusted for dividend, interest
and other charges to expense or income (net of any
attributable taxes) relating to the dilutive potential
equity shares, by the weighted average number of
actual equity shares considered for deriving basic EPS
and also weighted average number of equity shares
that could have been issued upon conversion of all
dilutive potential equity shares.

2.21 Segment reporting

Operating segments reflect the Company''s
management structure and the way the financial
information is regularly reviewed by the Company''s

Chief Operating Decision Maker (CODM). The CODM
considers the business from both business and product
perspective based on the dominant source, nature of
risks and returns and the internal organisation and
management structure. The operating segments are
the segments for which separate financial information
is available and for which operating profit / (loss)
amounts are evaluated regularly by the executive
Management in deciding how to allocate resources and
in assessing performance.

The accounting policies adopted for segment reporting
are in line with the accounting policies of the Company.
Segment revenue, segment expenses, segment
assets and segment liabilities have been identified
to segments on the basis of their relationship to the
operating activities of the segment.

Revenue, expenses, assets and liabilities which relate
to the Company as a whole and are not allocable to
segments on reasonable basis have been included
under unallocated revenue/expenses/assets/liabilities.

2.22 Borrowing cost

Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which
are assets that necessarily take a substantial period of
time to get ready for their intended use or sale, are added
to the cost of those assets, until such time as the assets
are substantially ready for their intended use or sale.

Interest income earned on the temporary investment
of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs
eligible for capitalization.

All other borrowing costs are recognised in Statement
of profit or loss in the period in which they are incurred.

2.23 Government grant

Grants from the government are recognized at their fair
value where there is a reasonable assurance that the
grant will be received and the Company will comply
with all attached conditions.

Government grants relating to income are recognized
in the profit or loss, as necessary to match them with
the costs that they are intended to compensate.

Export benefits

Export Benefits are recognized when there is
reasonable certainty that the Company will comply
with the conditions attached and that the benefit
will be received.

2.24 Related party transactions

Related party transactions are accounted for based on
terms and conditions of the agreement / arrangement
with the respective related parties. These related
party transactions are determined on an arm''s length
basis and are accounted for in the year in which
such transactions occur and adjustments if any, to
the amounts accounted are recognised in the year of
final determination.

The Company incur various expenses on behalf of the
other companies in the group and share the common
resources for the group functions. Such expenses,
which are incurred for the group, are identified, and
cross-charged between the companies.

2.25 Exceptional item

Exceptional items are items of income and expenses
which are of such size, nature or incidence that
their separate disclosure is relevant to explain the
performance of the Company.

2.26 Insurance claims

Insurance claims are accounted for on the basis of claims
admitted / expected to be admitted and to the extent
that the amount recoverable can be measured reliably
and it is reasonable to expect ultimate collection.

2.27 Dividend Payment

A final dividend, including tax thereon, on equity
shares is recorded as a liability on the date of approval
by the shareholders. An interim dividend, including
tax thereon, is recorded as a liability on the date of
declaration by Board of Directors.

2.28 Use of estimates and judgements

The following are the critical judgments and the key
estimates concerning the future that management
has made in the process of applying the Company''s
accounting policies and that may have the most
significant effect on the amounts recognised in the
financial Statements or that have a significant risk of
causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year.

Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognized prospectively.

(a) Useful lives of depreciable/ amortisable assets:

Management reviews its estimate of the useful
lives of depreciable/amortisable assets at each
reporting date, based on the expected utility of

the assets. Uncertainties in these estimates relate
to technical and economic obsolescence that may
change the utility of assets.

(b) Allowance for expected credit loss: The allowance
for expected credit loss reflects management''
estimate of losses inherent in its credit portfolio
This allowance is based on Company''s estimate
of the losses to be incurred, which derives from
past experience with similar receivables, curren
and historical past due amounts, write-offs and
collections, the careful monitoring of portfolio
credit quality and current and projected economie
and market conditions. Should the presen
economic and financial situation persist or even
worsen, there could be a further deterioration in
the financial situation of the Company''s debtor
compared to that already taken into consideration
in calculating the allowances recognised in th
financial statements.

(c) Contingent liabilities: The Company is the subjec
of legal proceedings and tax issues covering a
range of matters, which are pending in various
jurisdictions. Due to the uncertainty inheren
in such matters, it is difficult to predict the fina
outcome of such matters. The cases and claims
against the Company often raise difficult and
complex factual and legal issues, which are
subject to many uncertainties, including but no
limited to the facts and circumstances of each
particular case and claim, the jurisdiction and
the differences in applicable law. In the norma
course of business management consults with
legal counsel and certain other experts on matter
related to litigation and taxes. The Company
accrues a liability when it is determined that an
adverse outcome is probable, and the amount o
the loss can be reasonably estimated.

(d) Provisions: At each balance sheet date basis the
management judgment, changes in facts and lega
aspects, the Company assesses the requiremen
of provisions against the outstanding contingent
liabilities. However, the actual future outcome
may be different from this judgement.

(e) Defined benefit obligations (DBO): Management''s
estimate of the DBO is based on a number of critical
underlying assumptions such as standard rates of
inflation, mortality, discount rate and anticipation
of future salary increases. Variation in these
assumptions may significantly impact the DBO
amount and the annual defined benefit expenses.

(f) Income Taxes: The Company''s tax jurisdiction
is India. Significant judgements are involved in
estimating budgeted profits for the purpose of
paying advance tax, determining the provision for
income taxes, including amount expected to be paid
/ recovered for uncertain tax positions (refer note
47). The extent to which deferred tax assets can be
recognized is based on management''s assessment
of the probability of the future taxable income
against which the deferred tax assets can be utilized.

(g) Evaluation of indicators for impairment of assets:

The evaluation of applicability of indicators of
impairment of assets requires assessment of several
external and internal factors which could result in
deterioration of recoverable amount of the assets.

(h) Leases: Ind AS 116 defines a lease term as the non¬
cancellable period for which the lessee has the
right to use an underlying asset including optional
periods, when an entity is reasonably certain to
exercise an option to extend (or not to terminate) a
lease. The Company considers all relevant facts and
circumstances that create an economic incentive for
the lessee to exercise the option when determining
the lease term. The option to extend the lease term is
included in the lease term, if it is reasonably certain
that the lessee would exercise the option. The
Company reassesses the option when significant
events or changes in circumstances occur that are
within the control of the lessee.

(i) Recoverability of advances/ receivables: At

each balance sheet date, based on historical
default rates observed over expected life, the
management assesses the expected credit losses
on outstanding receivables and advances.

(j) Fair value measurements: Management applies
valuation techniques to determine fair value of
financial instruments (where active market quotes
are not available) and stock option. This involves
developing estimates and assumptions around
volatility, dividend yield which may affect the
value of equity shares or stock options.

(k) Allowance for obsolete and slow-moving
inventory: The allowance for obsolete and
slow-moving inventory reflects management''s
estimate of the expected loss in value and has
been determined on the basis of past experience
and historical and expected future trends. A
worsening of the economic and financial situation
could cause a further deterioration in conditions
compared to that taken into consideration in
calculating the allowances recognized in the
standalone financial statements.

*Promoter means Promoter as defined in the Act.

# % change during the year represents the % change in total holding when compared to the previous year end.

18.5 Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought
back during the period of five years immediately preceding the reporting date:

During the FY 21-22, the members at the Extra ordinary general Meeting (EGM) held on 28 October 2021 have approved
the issue of bonus shares in the ratio of 100 equity shares for every 1 equity share as on the date of EGM. Aggregate
number of shares allotted as fully paid up by way of bonus shares is 13,62,55,300 shares of H 10 each.

18.6 Disclosure of rights

The Company has only one class of equity shares having a par value of H 10 each. Each holder is entitled to one vote per
equity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to the
approval of the shareholders at the Annual General Meeting, except in the case of interim dividend.

19.3 Special Reserve - SEZ Reinvestment Reserve

The Special Economic Zone (SEZ) Reinvestment Reserve has been created out of profit of eligible SEZ unit as per
provisions of Section 10AA(1)(ii) of the Income-tax Act, 1961 for acquiring new plant and machinery. This reserve has
been fully utilised.

19.4 Retained Earnings

Surplus in statement of profit and loss represents Company''s cumulative earnings since its formation less the dividends
/ capitalisation, if any. These reserves are free reserves which can be utilised for any purpose as may be required.

19.5 Fair value (loss)/gain on equity investments classified as FVTOCI

Fair value (loss)/gain on equity investments classified as FVTOCI reserve has been created on account of change in fair
value of the investments. (Refer note 7(b))

19.6 Employee stock option reserve

Employee stock option reserve relates to the share options granted by the Company to the Company''s employees and
to the employees of SGS Tekniks Manufacturing Private Limited (Subsidiary) under its stock option plan. Refer note 42
for further details.

The Company does not recognize Employee stock option reserve in its Standalone Financial Statements for the stock
options granted by the subsidiary to the employees of the Company. (Refer note 2.12 (e))

I. As at 31 March 2025

(a) Term loan from Axis Bank:

First pari-passu charge on the movable fixed assets of the Company to the extent of 120% of loan outstanding.

II. As at 31 March 2024

(a) Term loan from RBL Bank:

Exclusive charge by way of hypothecation on Plant and Machinery, Equipment''s at Bawal Plant, Haryana.

Second pari-passu charge on the entire current assets of the Company both present and future under multiple
banking arrangement.

(b) Term loan from Axis Bank:

First pari-passu charge on the movable fixed assets of the Company to the extent of 120% of loan outstanding.

(a) First pari-passu charge on all present and future current assets of the Company.

(b) Second pari-passu charge by way of hypothecation on movable fixed assets of the Company, both present
and future under multiple banking arrangement.

II. Other working capital facilities from banks as at 31 March 2025

(a) During the year ended 31 March 2025, the Company secured a supplier bill discounting facility from HSBC
Bank, with an average interest rate of 7.53% per annum. The outstanding amount of this facility is H 429.97
million as of 31 March 2025 (31 March 2024: Nil). This facility is secured by a first pari passu charge over
all current assets (present and future) of the Company, and a second pari passu charge on the Company''s
movable fixed assets (present and future), excluding assets exclusively financed by Axis Bank.

(b) The Company has availed packing credit working capital loan facility from State Bank of India amounting to
H 550.00 million for a tenure of 180 days, with an average interest rate of 5.31% per annum. The outstanding
amount of this facility is H 418.76 million as of 31 March 2025 (31 March 2024: H 258.09 million). This facility is
secured by a first pari passu hypothecation charge on the entire current assets of the Company, including stocks
of raw materials, stock in process, finished goods, consumable stores and spares, book debts, bills (whether
documentary or clean), outstanding monies, receivables, and any other current assets, both present and future.

(i) Pursuant to the settlement agreement entered with one of its customers to settle an ongoing litigation amicably based on
mutual understanding between the parties, an amount of H 13.50 million had been agreed as full and final settlement by
the Company to the customer which had been considered as an exceptional item in the standalone financial statements
for the year ended 31 March 2024.

(ii) A fire incident had occurred at one of the Company''s plant situated at Noida, Uttar Pradesh on 22 December 2024.
There has been no loss or injury to human life or other casualty due to fire incident, however there was certain damage
to inventory lying at the plant. During the year ended 31 March 2025, the Company has submitted an insurance claim
basis the preliminary assessment of loss by the management with respect to the damage caused to inventories. The
claim assessment is in process by the Insurer, but based on assessment of recoverability of the claim, the Company has
estimated and provided for an impairment loss on inventory, which has been presented net of claim receivable from
insurance company as an exceptional loss amounting to H 20.00 million. During the year ended 31 March 2025, the
Company has received interim insurance claim amounting to H 100.00 miliion out of the total claim.

(i) During the previous year ended 31 March 2024, the Company had received a demand order for financial year 2017-18, on
mismatch of turnover reported in GSTR 1 and GSTR 3B amounting to H 6.62 million (31 March 2024: H 6.62 million). The
management has provided reconciliations and filed appeal against the demand order and based on internal assessment,
is confident that the order will be set aside. The matter is pending with CIT Appeals. Considering all available records,
facts and internal assessment, the Company has not identified any adjustments in the standalone financial statements.

(ii) During the current year ended 31 March 2025, the Company has received a demand order for financial years 2018-22,
on alleged availment of ITC which is not reflected in GSTR 2A amounting to H 2.34 million (31 March 2024: Nil). The
management has provided reconciliations and filed appeal against the demand order and based on internal assessment,
is confident that the order will be set aside. The matter is pending with CIT Appeals. Considering all available records,
facts and internal assessment, the Company has not identified any adjustments in the standalone financial statements.

(iii) Capital commitments represents the estimated amounts of contracts remaining to be executed on capital account, net
of advances and not provided for.

(iv) During the previous year ended 31 March 2024, the Company had entered into a strategic agreement with a professional
consultant for providing transformation program services for a period of 5 years for a consideration which is in the
form of fixed and variable consideration. The fixed consideration has been accounted over the period of the agreement.
The variable consideration is based on the benefits derived by the company over a period of the agreement. The
variable consideration is based on the benefits derived by the company over a period of time based on achievement of
milestones and accordingly the same would be accounted in respective periods.

(v) The amounts shown above represent the best possible estimates arrived at on the basis of the available information.
The uncertainties and possible reimbursement are dependent on the outcome of the various legal proceedings which
have been initiated by the Company or the claimants, as the case may be.

(vi) The Management is confident that no liability shall arise from the above mentioned contingencies, hence the same have
not been recognized in the books.

41.2 Defined benefit plans

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the amount calculated as
per the Payment of Gratuity Act, 1972. The benefit vests upon completion of five years of continuous service and once
vested it is payable to employees on retirement or on termination of employment. In case of death while in service,
the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme
administered by the Life Insurance Corporation of India.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk
and salary risk.

In respect of the above plans, the actuarial valuation of the plan assets and the present value of the defined benefit
obligation were carried out as at 31 March 2025 and 31 March 2024 by an independent member firm of the Institute
of Actuaries of India. The present value of the defined benefit obligation and the related current service cost and past
service cost, were measured using the projected unit credit method.

42 Share-based payments

42.1 Details of the employee share option plan of the Company
Scheme 1 and Scheme 2 :

On 19 October 2021, the shareholders of the Company have approved the Syrma SGS Employee Stock Option Scheme
("Scheme 1") which forms part of the Syrma SGS Stock Option Plan. Under the Scheme 1, the Company has issued
7,726 options of H 10 each to eligible employees. Employees covered by the plan are granted an option to purchase
shares subject to certain vesting conditions. The plan is administered by the ''Nomination and Remuneration Committee''
constituted by the Board of Directors of the Company.

On 19 October 2021, the shareholders of the Company have approved the Syrma SGS Employee Stock Option Scheme
("Scheme 2") which forms part of the Syrma SGS Stock Option Plan. Under the Scheme 2, the Company has issued
16,133 options of H 10 each to eligible employees. Employees covered by the plan are granted an option to purchase
shares subject to certain vesting conditions. The plan is administered by the ''Nomination and Remuneration Committee''
constituted by the Board of Directors of the Company.

Each employee share option converts into one equity share of the Company on exercise of option under Scheme 1 or
Scheme 2. Options may be exercised at any time from the date of vesting to the date of their expiry.

The members in the Extra Ordinary General Meeting (EGM) held on 28 October 2021 have approved the issue of bonus
shares in the ratio of 100 equity shares for every 1 equity share as on the date of EGM. Consequently, at the time of
exercise of share options, each option shall be converted into the ratio of 1:101. The number of options disclosed below
are after giving the impact of Bonus issue.

* Scheme 2 Includes 195,744 options granted to employees of SGS Tekniks Manufacturing Private Limited
**Represent cost recorded by the Company based on fair Valuation Report.

Scheme 3

On 08 September 2023, the shareholders of the Company have approved the following:

- the Syrma SGS Employee Stock Option Scheme (""Scheme 3"") which forms part of the Syrma SGS Stock Option
Plan and has given power to the Nomination and Remuneration Committee (NRC) of the Company to grant, time
to time, in one or more tranches, such number of employee stock options (""Options"") to eligible employees.

- acquisition of shares from secondary market by the Trust for the implementation of ''Syrma SGS - Employee Stock
Option Plan 2023'' for subsequent allotment to employees.

On 11 January 2024, the NRC had granted 235,500 options to eligible employees. Employees covered by the plan
are granted an option to purchase shares subject to certain vesting conditions.

44 Disclosure in respect of related parties (Contd..)

(b) As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole, the
amounts pertaining to KMP are not included above.

(c) The Commission amount disclosed above represents the actual payment made during the year upon receipt of
approval of shareholders in general meeting. The amount payable against which provision has been created which
is subject to approval of shareholders in general meeting has not been considered for disclsoures w.r.t transactions
and year-end balances.

(d) The security deposit amount disclosed above, is presented at the undiscounted amount and not at amortised cost
as carried in the standalone financial statements.

(e) The aforesaid transactions are disclosed only from the date / upto the date, the party has become / ceases to
become a related party to the Company.

(f) The amount of payables/receivables indicated above is after deducting tax (wherever applicable) and after
including Goods and Services Tax (wherever applicable) as charged by/to the counter party as part of the invoice/
relevant document

The amount of transactions disclosed above is without considering Goods and Services Tax (wherever input credit
has been availed) as charged by/to the counter party as part of the invoice/relevant document and is gross of
withholding tax under the Income Tax Act, 1961.

(g) Terms and conditions:

All transactions with related parties are made on the terms equivalent to those that prevailing arm''s length
transactions and within the ordinary course of business. Outstanding balances at respective year ends are
unsecured and settlement is generally done in cash.

45 Leases

(a) The Company, at the inception of a contract assesses whether a contract is, or contains, a lease if the contract conveys

the right to control the use of an identified asset for a period of time in exchange for consideration.

In adopting Ind AS 116, the Company has applied the below practical expedients:

(i) The Company has applied a discount rate within reasonable range to a portfolio of leases based upon their
characteristics.

(ii) The Company has treated the leases with remaining lease term of less than 12 months as if they were
"short term leases".

(iii) The Company has not applied the requirements of Ind AS 116 for leases of low value assets.

(iv) The Company has excluded the initial direct costs from measurement of the right-of-use asset at the date of transition.

(b) The Company has taken land and buildings on leases having lease terms of more than 1 year to 99 years, with the option

to extend the term of leases. Refer note 4 for carrying amount of right-to-use assets at the end of the reporting period

by class of underlying asset.

(c) The following is the breakup of current and non-current lease liabilities :

49 Production linked incentive

The government aims to foster a robust semiconductor ecosystem by bolstering the electronic manufacturing industry
through various Production-Linked Incentives (PLI) schemes which stimulates exports and domestic electronic manufacturing
growth. Under the scheme, eligible companies will receive incentives ranging from 4% to 6% on incremental sales (over base
year) of goods manufactured in India.

This incentive will be provided for a period of five years following the base year as defined. Under the said scheme, the
Company shall receive incentive which pertains to both the Company and its customer. Accordingly, the Company recognises
its shares of incentive in the statement of profit and loss and creates a payable for the amount which is to be passed on to
the customer. The same is passed on to the customer as and when the amount of incentive is received.

The Company has recognised production linked incentive amounting to H 418.25 million (net of referral fee payable) during
the year ended 31 March 2025.

50 Financial instruments

50.1 Capital management

The Company manages its capital to ensure that it is able to continue as a going concern while maximizing the return
to the stakeholders through the optimization of the debt and equity balance. The Company determines the amount of
capital required on the basis of an annual budgeting exercise, future capital projects outlay etc. The funding requirements
are met through equity, internal accruals and borrowings (short term / long term).

50 Financial instruments (Contd..)

50.4 Market risk:

The Company''s activities are exposed to finance risk, interest risk & credit risk. However, the Company is primarily
exposed to the financial risks of changes in foreign currency exchange rates. Market risk exposures are measured using
sensitivity analysis. There has been no change to the Company''s exposure to market risks or the manner in which these
risks are being managed and measured.

50.5 Foreign currency risk management:

The Company undertakes transactions denominated in foreign currencies and consequently exposures to exchange rate
fluctuation arises. These exposures are reviewed periodically with reference to the risk management policy followed
by the Company.

The Company does trade financial instruments which are not designated as hedges for accounting purposes, but provide
an economic hedge of the particular transaction risk or a risk component of the transaction. Fair value changes in such
derivative instruments are recognised in the statement of profit and loss.

As at 31 March 2025

The carrying amounts of the Company''s foreign currency denominated monetary assets and monetary liabilities at the
end of the reporting year that have not been hedged by a derivative instrument or otherwise are as follows:

A. Outstanding assets

50 Financial instruments (Contd..)

A 5% decrease in the rupee against the above currencies as at 31 March 2025 and 31 March 2024 would have had the
equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables
remain constant.

Note :

This is mainly attributable to the exposure of receivable and payable outstanding in the above mentioned currencies to
the Company at the end of the respective reporting period.

50.7 Interest rate risk management

Interest rate is the risk that an upward / downward movement in interest rates would adversely / favourably affect the
borrowing costs of the Company.

Fair value sensitivity analysis for floating-rate instruments

The sensitivity analysis below have been determined based on exposure to the interest rates for financial instruments
at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held
constant throughout the reporting period in case of instruments that have floating rates.

The sensitivity analysis have been carried out based on the exposure to interest rates for term loans from banks, debt
securities and borrowings carried at variable rate. If interest rates had been 25 basis points higher and all other variables
were constant, the Company''s profit after tax would have changed by the following:

A 25 basis points decrease in the interest rate as at 31 March 2025 and 31 March 2024 would have had the equal but
opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

50.8 Liquidity risk management

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity
risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast
and actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the
risk management policy of the Company. The Company invests its surplus funds in bank fixed deposits and mutual funds.

Liquidity and interest risk tables :

The following table detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with
agreed repayment years. The tables have been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the Company can be required to pay. The table below represents principal and
interest cash flows. To the extent that interest rates are floating, the undiscounted amount is derived from interest rate
curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company
may be required to pay.

The amount included above for variable interest rate instruments for non-derivative financial liabilities is subject to change
if changes in variable interest rates differ to those estimates of interest determined at the end of the reporting period.

50.9 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company uses
other publicly available financial information and its own trading records to rate its major customers. The Company''s
exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions
concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are
reviewed and approved on a regular basis.

The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed
for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to
each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

i) Low credit risk

Mar 31, 2024

There are no other customers who represent more than 10% of the total balance of trade receivables.

14.3 The Company measures the loss allowance for trade receivables at an amount equal to ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor''s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix, considering the amounts due from the government undertakings and the other undertakings. Further the Company also establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on the past and recent collection trend.

No trade or other receivable is due from directors or other officers of the Company either severally or jointly with any other person. No trade or other receivable is due from firms or private Companies respectively in which any director is a partner, a director or a member, other than mentioned above.

18.4 Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

During the FY 21-22, the members at the Extra ordinary general Meeting (EGM) held on 28 October 2021 have approved the issue of bonus shares in the ratio of 100 equity shares for every 1 equity share as on the date of EGM. Aggregate number of shares allotted as fully paid up by way of bonus shares is 136,255,300 shares of Rs. 10 each.

18.5 Disclosure of Rights

The Company has only one class of equity shares having a par value of Rs. 10 each. Each holder is entitled to one vote per equity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the Annual General Meeting, except in the case of interim dividend.

Securities premium is used to record the premium realised on issue of securities. The reserve is utilised in accordance with the provisions of the Act. During the year ended 31 March 2023, the securities pemium has been utilised against share issue expense (net of tax benefit) in connection with the IPO of the Company.[Refer Note 18.1 and Note 50(IX)]

During the year ended 31 March 2024, the Company has elected to exercise the option permitted under Section 115BAA of the Income tax Act, 1961. Accordingly the Company had recognised tax expense at concessional rate of 25.168%. Consequently, the deferred tax asset adjusted with Securities Premium for the above IPO expenses has also been remeasured as shown below:

19.3 Special reserve - SEZ reinvestment reserve

The Special economic zone (SEZ) Reinvestment Reserve has been created out of profit of eligible SEZ unit as per provisions of Section 10AA(1)(ii) of the Income-tax Act, 1961 for acquiring new plant and machinery.

19.4 Retained Earnings

Surplus in statement of profit and loss represents Company''s cumulative earnings since its formation less the dividends / capitalisation, if any. These reserves are free reserves which can be utilised for any purpose as may be required.

19.5 Fair value gain / (loss) on equity investments classified as FVTOCI

Fair value gain / (loss) on equity investments classified as FVTOCI reserve has been created on account of change in fair value of the investments. (Refer note 7)

19.6 Employee stock option reserve

Employee stock option reserve relates to the share options granted by the Company to the Company''s and to the employees of SGS Tekniks Manufacturing Private Limited (Subsidiary) under its stock option plan. Refer Note 41 for further details.

I. As at 31 March 2024

(a) Term loan from RBL:

Exclusive charge by way of hypothecation on Plant & Machinery, Equipment''s at Bawal Plant, Haryana. Second pari-passu Charge on the entire current assets of the Company both present and future under multiple banking arrangement.

(b) Term loan from Axis bank:

First pari-passu Charge on the movable fixed assets of the Company to the extent of 120% of loan outstanding.

II. As at 31 March 2023

(a) Term loan from RBL:

Exclusive charge by way of hypothecation on Plant & Machinery, Equipment''s at Bawal Plant, Haryana. Second pari-passu Charge on the entire current assets of the Company both present and future under multiple banking arrangement.

(b) Term loan from Axis bank:

First pari-passu Charge on the movable fixed assets of the Company to the extent of 120% of loan outstanding.

23.1 Security

(a) First pari-passu charge on present and future inventories and book debts.

(b) Second pari-passu charge by way of hypothecation on movable fixed assets of the Company, both present and future under multiple banking arrangement.

(c) Second pari-passu charge by way of equitable mortgage on Factory Land & Building property bearing survey number: SF 164/1 PART, situated at Plot no B 27, Phase II, Zone B, area, MEPZ, Tambaram - 600045, owned by the Company.

23.2 Refer note 50(VI) for the comparison of quarterly returns furnished to Banks with books of account.

Note: Pursuant to the settlement agreement entered with one of its customers to settle an ongoing litigation amicably based on mutual understanding between the parties, an amount of Rs. 13.50 million has been agreed as full and final settlement by the Company to the customer which has been considered as an exceptional item in the standalone financial statements for the year ended 31 March 2024.

39 Contingent liabilities and commitments (to the extent not specifically provided for)
Particulars	As at 1 31 March 2024	As at 31 March 2023
(a) Claims against the Company not acknowledged as debt (also refer notes below)
- Erstwhile customer (refer note (iv) below)	-	56.17
- Goods and Services Tax (GST)	6.62	-
(b) Commitments
- Capital commitments (refer note (vi) below)	584.20	359.37
- Export obligation under Export Promotion Capital Goods (EPCG) Scheme (refer note (v) below)	-	190.13
- Investments commitment	22.53	22.34

Notes:

(i) Subsequent to the year ended 31 March 2024, the Company has received demand under section 73(9) CGST Act 2017 and section 20 of IGST Act 2017 amounting to Rs. 2.33 Million (including penalty of Rs. 0.33 Million) with respect to excess ITC availed by the Company for the period April 2018 to 31 March 2022.

(ii) Subsequent to the year ended 31 March 2023, the Company has received demand under section 154 of the Income tax act, 1961 (""IT Act"") amounting to Rs. 46.87 Million for the financial year 2020-21 disallowing the benefit of section 10AA of IT Act due to non-filing of Form 56F within the due date. The Company had filed writ petition against the order before the Honorable High Court of Bombay to quash the said demand. During the year ended 31 March 2024, the Company has withdrawn the petition and claimed the benefit.

(iii) The amounts shown above represent the best possible estimates arrived at on the basis of the available information. The uncertainties and possible reimbursement are dependent on the outcome of the various legal proceedings which have been initiated by the Company or the claimants, as the case may be and therefore, cannot be predicted accurately.

(iv) The Company has filed Special Leave Petition (SLP) before Honorable Supreme Court of India against the Madras High Court Judgment relating to direction to the Company to deposit 50% of the amount in the Court. Supreme court has stayed the order of Madras High court, to pay the said amount. Further, the erstwhile customer, has also filed a counter SLP before the Honorable Supreme Court of India against the Madras High Court Judgment referred above, which is

pending hearing. Based on the assessment carried out by the Company, the Management expects a favorable decision in respect of the above. Further, petition against the Company before National Company Law Tribunal, Mumbai Bench, for initiation of Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code has been withdrawn.

During the year ended 31 March 2024 a settlement agreement entered for an amount of Rs. 13.50 million and has been agreed by both the parties as full and final settlement. ( Refer note 38)

(v) The Company has achieved the obligation under EPCG scheme during the current financial year against which the Company is in the process of filing redemption application with the relavent authorities.

(vi) Capital commitments represents the estimated amounts of contracts remaining to be executed on capital account, net of advances and not provided for.

(vii) During the current year, the company has entered into a strategic agreement with a professional consultant for providing transformation program services for a period of 5 years for a consideration which is in the form of fixed and variable consideration. The fixed consideration has been accounted over the period of the agreement. The variable consideration is based on the benefits derived by the company over a period of the agreement. The variable consideration is based on the benefits derived by the company over a period of time based on achievementof milestones and accordingly the same would be accounted in respective periods.

40.2 Defined benefit plans

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the amount calculated as per the Payment of Gratuity Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India.

In respect of the above plans, the actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31 March 2024 and 31 March 2023 by an independent member firm of the Institute of Actuaries of India. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the projected unit credit method.

The actual return on plan assets as furnished by Insurer is Rs. (0.19) Million and Rs. Nil Million for the year ended 31 March 2024 and 31 March 2023 respectively.

(e) The entire plan assets are managed by the insurer. The details with respect to the composition of investments in the fair value of plan assets have not been disclosed in the absence of the necessary information.

(i) The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.

(ii) Discount rate is based on the prevailing market yields of Indian Government bonds as at the balance sheet date for the estimated term of the obligation.

(g) Significant actuarial assumptions for the determination of defined benefit obligation are discount rate, expected salary increase rate, attrition rate and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting Year while holding all other assumptions constant :

(i) The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

(ii) Furthermore, in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation liability recognised in the Balance Sheet.

(iii) There is no change in the methods and assumptions used in preparing the sensitivity analysis from the prior years.

(i) Effect of plan on entity''s future cash flows

(i) Funding arrangements and funding policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.

41 Share-based payments

41.1 Details of the employee share option plan of the Compan Scheme 1 & Scheme 2 :

On 19 October 2021, the shareholders of the Company have approved the Syrma SGS Employee Stock Option Scheme ("Scheme 1") which forms part of the Syrma SGS Stock Option Plan. Under the Scheme 1, the Company has issued 7,726 options of Rs. 10 each to eligible employees. Employees covered by the plan are granted an option to purchase shares subject to certain vesting conditions. The plan is administered by the ''Nomination and Remuneration Committee'' constituted by the Board of Directors of the Company.

On 19 October 2021, the shareholders of the Company have approved the Syrma SGS Employee Stock Option Scheme ("Scheme 2") which forms part of the Syrma SGS Stock Option Plan. Under the Scheme 2, the Company has issued 16,133 options of Rs. 10 each to eligible employees. Employees covered by the plan are granted an option to purchase shares subject to certain vesting conditions. The plan is administered by the ''Nomination and Remuneration Committee'' constituted by the Board of Directors of the Company.

Each employee share option converts into one equity share of the Company on exercise of option under Scheme 1 or Scheme 2. Options may be exercised at any time from the date of vesting to the date of their expiry.

The members in the Extra Ordinary General Meeting (EGM) held on 28 October 2021 have approved the issue of bonus shares in the ratio of 100 equity shares for every 1 equity share as on the date of EGM. Consequently, at the time of exercise of share options, each option shall be converted into the ratio of 1:101. The number of options disclosed below are after giving the impact of Bonus issue.

Scheme 3

On 08 September 2023, the shareholders of the Holding Company have approved the following:

- the Syrma SGS Employee Stock Option Scheme (""Scheme 3"") which forms part of the Syrma SGS Stock Option Plan and has given power to the Nomination and Remuneration Committee (NRC) of the Holding Company to grant, time to time, in one or more tranches, such number of employee stock options (""Options"") to eligible employees.

- acquisition of shares from secondary market by the Trust for the implementation of ''Syrma SGS - Employee Stock Option Plan 2023'' for subsequent allotment to employees.

On 11 January 2024, the NRC has granted 2,35,500 options to eligible employees. Employees covered by the plan are granted an option to purchase shares subject to certain vesting conditions.

(a) As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole, the amounts pertaining to KMP are not included above.

(b) The Commission amount disclosed above represents the actual payment made during the year upon receipt of approval of shareholders in general meeting. The amount payable against which provision has been created which is subject to approval of shareholders in general meeting has not been considered for disclsoures w.r.t transactions and year-end balances.

(c) The security deposit amount disclosed above, is presented at the undiscounted amount and not at amortised cost as carried in the financial statements.

(d) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at 31 March 2024 and 31 March 2023, there are no further amounts payable to / receivable from them, other than as disclosed above. The Company incurs certain costs on behalf of other companies in the group. These costs have been allocated/recovered from the group companies on a basis mutually agreed to with the group companies.

(e) The aforesaid transactions are disclosed only from the date / upto the date, the party has become / ceases to become a related party to the Company.

(f) The amount of payables/receivables indicated above is after deducting Tax (wherever applicable) and after including Goods and Services Tax (wherever applicable) as charged by/to the counter party as part of the invoice/ relevant document

The amount of transactions disclosed above is without considering Goods and Services Tax (wherever input credit has been availed) as charged by/to the counter party as part of the invoice/relevant document and is gross of withholding tax under the Income Tax Act,1961

44 Leases

(a) The Company, at the inception of a contract assesses whether a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In adopting Ind AS 116, the Company has applied the below practical expedients:

(i) The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

(ii) The Company has treated the leases with remaining lease term of less than 12 months as if they were "short term leases".

(iii) The Company has not applied the requirements of Ind AS 116 for leases of low value assets.

(iv) The Company has excluded the initial direct costs from measurement of the right-of-use asset at the date of transition.

(b) The Company has taken land and buildings on leases having lease terms of more than 1 year to 99 years, with the option to extend the term of leases. Refer note 4 for carrying amount of right-to-use assets at the end of the reporting period by class of underlying asset.

Dilutive component of stock options outstanding as at 31 March 2024 and 31 March 2023, is computed after factoring the impact of issue of bonus shares and ESOP. (Refer note 18).

For the purpose of calculation of basic EPS and dilutive EPS, the outstanding weighted average number of shares includes the shares held by Trust. (Refer note 18)

(i) The tax rate used w.r.t reconciliation above for the year ended March 2024 is corporate tax rate of 25.17% ( for the year ended 31 March 2023 is the 34.94%), including applicable surcharge and cess payable by corporate entities in India on taxable profits under the Income Tax Act, 1961.

(ii) During the year ended 31 March 2024, the Company has elected to exercise the option permitted under Section 115BAA of the Income tax Act 1961. Accordingly the Company had recognised Current tax expense at concessional rate of 25.17%. Consequently, the deferred tax liability carried in the books of the Company has also been remeasured at the aforesaid rate.

46.5 International transactions

The Company has entered into international transactions with its associated enterprises. The Management is of the opinion that the Company maintains the necessary documents as prescribed by the Income Tax Act, 1961 to prove that these international transactions are at arm''s length and believes that the same will not have any impact on the financial statements, particularly on the amount of tax expense for the year ended 31 March 2024 and 31 March 2023.

47 Provisions

The Company has made provision for contractual warranty obligations and provision for possible contingencies based on the assessment of the amount it expects to incur to meet such obligations. The details of the same are given below:

(a) Provision for warranties is estimated in accordance with the Company''s accounting policy (refer note 2.14) and is expected to be settled as and when claims are received.

(b) Whilst the provision for contingencies is considered as short term in nature, the actual outflow with regard to the contingencies depends on various future developments.

The Company manages its capital to ensure that it is able to continue as a going concern while maximizing the return to the stakeholders through the optimization of the debt and equity balance. The Company determines the amount of capital required on the basis of an annual budgeting exercise, future capital projects outlay etc. The funding requirements are met through equity, internal accruals and borrowings (short term / long term).

48.3 Financial risk management framework:

The Company''s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including currency risk, interest rate risk and other price risk) and credit risk.

The Company has not offset financial assets and financial liabilities.

48.4 Market risk:

The Company''s activities are exposed to finance risk, interest risk & credit risk. However, the Company is primarily exposed to the financial risks of changes in foreign currency exchange rates. Market risk exposures are measured using sensitivity analysis. There has been no change to the Company''s exposure to market risks or the manner in which these risks are being managed and measured.

48.5 Foreign currency risk management:

The Company undertakes transactions denominated in foreign currencies and consequently exposures to exchange rate fluctuation arises. These exposures are reviewed periodically with reference to the risk management policy followed by the Company.

The Company does trade financial instruments which are not designated as hedges for accounting purposes, but provide an economic hedge of the particular transaction risk or a risk component of the transaction. Fair value changes in such derivative instruments are recognised in the statement of profit and loss.

As at 31 March 2024

The carrying amounts of the Company''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting year that have not been hedged by a derivative instrument or otherwise are as follows:

48.6 Foreign currency sensitivity analysis :

The Company is mainly exposed to the currencies of USD, EUR, GBP and JPY.

The following table details the Company''s sensitivity to a 5% increase and decrease in the Indian rupees against the relevant foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the Indian Rupees strengthens 5% against the relevant currency. For a 5% weakening of the Indian Rupees against the relevant currency, there would be a comparable impact on the profit or equity and balance below would be negative.

Interest rate is the risk that an upward / downward movement in interest rates would adversely / favourably affect the borrowing costs of the Company.

Fair value sensitivity analysis for floating-rate instruments

The sensitivity analysis below have been determined based on exposure to the interest rates for financial instruments at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in case of instruments that have floating rates.

The sensitivity analysis have been carried out based on the exposure to interest rates for term loans from banks, debt securities and borrowings carried at variable rate. If interest rates had been 25 basis points higher or lower and all other variables were constant, the Company''s profit after tax would have changed by the following:

48.8 Liquidity risk management

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast and actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the risk management policy of the Company. The Company invests its surplus funds in bank fixed deposits and mutual funds.

Liquidity and interest risk tables :

The following table detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment years. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table below represents principal and interest cash flows. To the extent that interest rates are floating, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

48.9 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company uses other publicly available financial information and its own trading records to rate its major customers. The Company''s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved on a regular basis.

48.10 Commodity risk

Fluctuation in commodity price affects directly and indirectly the price of raw material and components used by the Company. The key raw material for the Company are Printed Circuit Boards (PCB), Integrated Circuits (IC) and Transistors. The Company imports its few raw materials and due to ongoing situation in international market, these raw material is in shortage or available at higher prices resulting in reduced margins. The Company keeps on negotiating with its customers to recover through price hike of the finished products.

48.11 Fair value measurement

The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade payables and other current financial assets and liabilities approximate their carrying amounts largely due to the shortterm maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair value / amortized cost:

(a) Long-term fixed-rate borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual losses and creditworthiness of the receivables

(b) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

(c) Fair values of the Company''s interest-bearing borrowings and loans are determined by using discounted cash flow (DCF) method using discount rate that reflects the issuer''s borrowing rate as at the end of the respective reporting period. The own non-performance risk as at 31 March 2024 and 31 March 2023 was assessed to be insignificant.

During the year, the Company''s margins have been under pressure due to prices of raw materials , product-sale mix and industry level competition. Consequently the Company''s available liquidity has reduced and requirement for working capital loans has gone up resulting in higher debt equity ratio

The Company got listed in the month of August 2022 on stock exchanges thereby increasing the closing equity subtantially as at 31 March 2023 i.e, equity share capital and securities premium, as compared to Opening equity as at 1 April 2022. However while there was an averaging out impact for FY 22-23 , there was no such impact for FY 23-24 since the entire shares issued in IPO were outstanding for the whole year.

Further reduction of long term debt due to repayment of Term loan during the year ended 31 March 2024 with no additional term loans availed has resulted in reduction of long term debt

Reason for change more than 25%:

The Company has availed long term loan (with 1 year moratorium period) during the year ended 31 March 2023, for which repayment shall commence during the FY 24-25.

Further during the year, the Company''s margins have been under pressure due to prices of raw materials , product-sale mix and industry level competition. Consequently the Profit before tax and profit after tax have gone down resulting in a reduction of the aforesaid ratio.

49 Additional regulatory information as required by Schedule III to the Companies Act, 2013 (Contd..)

Reason for change more than 25%:

The Company got listed in the month of August 2022 on stock exchanges thereby increasing the closing equity subtantially as at 31 March 2023 i.e, equity share capital and securities premium, as compared to Opening equity as at 1 April 2022. However there was an averaging out impact for FY 22-23 and no such impact for FY 23-24 since the entire shares issued in IPO were outstanding for the whole year. Further, the significant part of the proceeds from IPO have been utilised for future capital expansion for which economic benefits will be yielded in the future and not in current year.

During the year, the Company''s margins have been under pressure due to prices of raw materials , product-sale mix and industry level competition.. Consequently the Profit before tax and profit after tax have gone down resulting in a reduction of the aforesaid ratio.

During the year, the Company''s margins have been under pressure due to prices of raw materials , product-sale mix and industry level competition. Consequently the Profit before tax and profit after tax have gone down resulting in a reduction of the aforesaid ratio.

Reason for change more than 25%:

During the year, the Company''s margins have been under pressure due to prices of raw materials , product-sale mix and industry level competition. Consequently the Profit before tax and profit after tax have gone down whereas liquidity and working capital challenges has resulted in higher working capital loans (short term borrowings) and consequently a higher level of Finance Costs. This has resulted in reduction of the aforesaid ratio.

During the year, the Company''s margins have been under pressure due to prices of raw materials , product-sale mix and industry level competition. Consequently the Profit before tax and profit after tax have gone down whereas liquidity and working capital challenges has resulted in higher working capital loans (short term borrowings) and consequently a higher level of Finance Costs. This has resulted in reduction of the aforesaid ratio.

Reason for change more than 25%:

The Company got listed in the month of August 2022 on stock exchanges thereby increasing the closing equity subtantially as at 31 March 2023 i.e, equity share capital and securities premium, as compared to Opening equity as at 1 April 2022. However there was an averaging out impact for FY 22-23 and no such impact for FY 23-24 since the entire shares issued in IPO were outstanding for the whole year. Further, the significant part of the proceeds from IPO have been utilised for future capital expansion for which economic benefits will be yielded in the future and not in current year.

During the year, the Company''s margins have been under pressure due to prices of raw materials , product-sale mix and industry level competition resulting in reduction of profit before tax and profit after tax resulting in a reduction of the aforesaid ratio.

(ii) Inventory as per books of account disclosed above excludes goods in transit, inventory of certain divisions of the Company and allowance for obsolete and non-moving inventory.

(iii) The variance in receivables is on account of certain aged debtors more than one year not included in returns filed with Banks as well as period end adjustments such as restatement of foreign currency receivables, reconciliation based on confirmation, etc. being carried out in books post filing of the returns with the banks.

(iv) Receivable as per books of accounts excludes allowance for expected credit losses of the Company.

(v) The above information is based on the revised returns / statements filed by the Company. The purpose of revision was to submit the information as per books of accounts with the banks.

Net IPO Proceeds which were unutilised as at 31 March 2024 and 31 March 2023 were temporarily invested in Deposits with Scheduled commercial banks.

IX Details of IPO Expenses

During the year ended 31 March 2023, the Company completed its IPO of 38,187,541 equity shares of face value INR Rs. 10 each at an issue price of INR 220.00 per share, comprising of 34,818,181 fresh shares and offer for sale of 3,369,360 shares by selling shareholder (Ms. Veena Kumari Tandon)

The Company has incurred INR 436.86 Million as IPO related expenses and allocated such expenses between the Company and selling shareholder based on agreement between the Company and selling shareholder and in proportion to the total proceeds raised as stated above, amounting to INR 402.78 Million and INR 34.08 Million respectively. The Company''s share of expenses of INR 269.80 Million (Net of tax benefit) has been adjusted against Securities Premium as at 31 March 2023.

Consequently, the deferred tax asset adjusted with Securities Premium for the above IPO expenses has also been remeasured as shown in the above table.

X. Other statutory information

(a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

(b) The Company did not have any transactions with Companies struck off.

(c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(e) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ( ultimate beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

(f) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(g) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(h) The Company has not been declared willful defaulter by any bank or financial Institution or other lender.

(i) The Company does not have any scheme of arrangements which have been approved by the competent authority in terms of sections 230 to 237 of the Act. (Refer note 55)

(j) The Company has complied with the number of layers prescribed under of Section 2(87) of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

(k) The Company has utilised the borrowing amount taken from financial institutions for the purpose as stated in the sanction letter.

(l) The Company has used an accounting software for maintaining its books of account for the year ended 31 March 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that:

(i) audit trail feature was not enabled for table parameters for the period from 01 April 2023 to 02 May 2023.

(ii) audit trail feature was not enabled to log direct changes to certain master tables relating to revenue, expenditure, inventory and property, plant and equipment records.

(iii) audit trail feature was not enabled at the database level to log any direct data changes, and

(iv) in respect of a software operated by a third party software service provider, for maintaining payroll records, based on the independent auditor''s system and organization controls report of the third party, the third party Company has used a software which has a feature of recording audit trail (edit log) facility and the same has operated during the period 01 April 2023 till 31 December 2023 and no instance of audit trail feature being tampered with has been reported in such independent auditor''s report for the aforesaid period.The management is in discussions with the third party software service provider to ensure reporting by their independent auditor on the audit trail feature in their system and organization controls report for the remaining period.

There have been no instances of audit trail feature being tampered with, in respect of accounting software for the period for which the audit trail feature was enabled and operating.

52 The Company has acquired 1,773,278 shares of Johari Digital Healthcare Limited ("JDHL") constituting 51% of the share capital of JDHL vide share purchase agreement dated 1^st August 2023 between the Company , JDHL and erstwhile promoters of JDHL by paying a consideration of Rs. 2,295 Million. Pursuant to this JDHL has become a subsidiary of the Company.

The disclosures as required by Ind AS 103 are provided in the Consolidated financial statements for the year ended 31 March 2024

53 Foreign Exchange Management Act, 1999

The Company has approached the designated authority and is in the process of filing the required documents as may be required with the designated authority in connection with the various foreign exchange transactions of earlier years, relating

to certain long outstanding payables to foreign parties and receivable from export customers etc., to ensure compliance with the Foreign Exchange Management Act, 1999.

The management is confident of completing all the required formalities and obtaining the required approvals / ratification from the designated authority (AD bank / RBI as the case may be) and does not estimate any outflow of cash on account of the same.

54 During the year ended 31 March 2024, the Company has subscribed to the Share Capital of the following entities, consequent to which these entites have become wholly owned subsidaires:

a. Syrma SGS Design and Manufacturing Private Limited.

b. Syrma SGS Electronics Private Limited

c. Syrma SGS Technology and Engineering Services Private Limited

d. Syrma Semicon Private Limited

e. Syrma Mobility Private Limited

f. Syrma Strategic Electronics Private Limited

55 The Board in its meeting held on 1 November 2023 has approved a scheme of amalgamation and arrangement ("Scheme") involving amalgamation of its wholly owned subsidiaries SGS Tekniks Manufacturing Private Limited and SGS Infosystems Private Limited with the Company. As on 10 May 2024, the Holding Company is awaiting approval of the National Company Law Tribunal (NCLT) for the scheme.

56 Events after the latest reporting period, i.e 31 March 2024

The Board of Directors have recommended a final dividend of 15% (INR 1.5/- per Equity Share of Rs. 10/- each) for the financial year 2023-2024 subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company and hence no provision is created in the standalone financial statments.

57 Approval of financial statements

In connection with the preparation of the standalone financial statements for the year ended 31 March 2024, the Board of Directors have confirmed the propriety of the contracts / agreements entered into by / on behalf of the Company and the resultant revenue earned / expenses incurred arising out of the same after reviewing the levels of authorisation and the available documentary evidences and the overall control environment. Further, the Board of Directors have also reviewed the realizable value of all the current assets of the Company and have confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognised in the standalone financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements at its meeting held on 10 May 2024 and are subject to the approval of the Shareholders at the Annual General Meeting.

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Mar 31, 2023

There are no other customers who represent more than 10% of the total balance of trade receivables.

13.3 The Company measures the loss allowance for trade receivables at an amount equal to ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor''s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

13.4 The Company had entered into a factoring arrangement on a non recourse basis with M/s India Factoring and Financing Solutions Private Limited, in connection with receivables from certain customers. Based on the terms of the arrangement, the amounts received from India Factoring and Financing Solutions Private Limited has been derecognized. The amount of such factored receivables derecognised as at 31 March 2023 is Nil (As at 31 March 2022 - Rs. 193.70 Million).

No trade or other receivable is due from directors or other officers of the Company either severally or jointly with any other person. No trade or other receivable is due from firms or private companies respectively in which any director is a partner, a director or a member, other than mentioned above.

13.6 Refer note 47(IV) for trade receivables ageing.

13.7 The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix, considering the amounts due from the government undertakings and the other undertakings.Further the Company also establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on the past and recent collection trend.

17.4 Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

During the FY 21-22, the members at the Extra ordinary general Meeting (EGM) held on 28 October 2021 have approved the issue of bonus shares in the ratio of 100 equity shares for every 1 equity share as on the date of EGM. Aggregate number of shares allotted as fully paid up by way of bonus shares is 136,255,300 shares of Rs 10 each.

17.5 Disclosure of rights

The Company has only one class of equity shares having a par value of Rs. 10 each. Each holder is entitled to one vote per equity share. Dividends are paid in Indian Rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the Annual General Meeting, except in the case of interim dividend.

Notes: Nature and purpose of other reserves

18.1 Capital reserve

The reserve has been created consequent to the amalgamation of 3G Wireless Private Limited with the Company.

18.2 Securities premium

Securities premium is used to record the premium on issue of securities. The reserve is utilised in accordance with the provisions of the Act. During the year ended 31 March 2023, the securities pemium has been utilised against share issue expense (net of tax benefit) in connection with the IPO of the Company.For the year ended 31 March 2022, the securities premium has been utilised against the issue of new bonus shares. (Refer note 17.1)

18.3 Special reserve - SEZ reinvestment reserve

The Special economic zone (SEZ) Reinvestment Reserve has been created out of profit of eligible SEZ unit as per provisions of Section 10AA(1)(ii) of the Income-tax Act, 1961 for acquiring new plant and machinery.

18.4 Surplus in statement of profit and loss

Surplus in statement of profit and loss represents Company''s cumulative earnings since its formation less the dividends / capitalisation, if any. These reserves are free reserves which can be utilised for any purpose as may be required.

18.5 Fair value gain / (loss) on equity investments classified as FVTOCI

Fair value gain / (loss) on equity investments classified as FVTOCI reserve has been created on account of change in fair value of the investments made in Inotech FEG Gmbh.

18.6 Compulsorily convertible preference shares (CCPS) treated as equity financial instruments

CCPS treated as Equity Financial Instruments represents 0.01% CCPS issued pursuant to the agreement entered into by the Company with South Asia Growth Fund II Holdings, LLC and South Asia EBT Trust. These Preference Shares are entitled to a 0.01% dividend and are not entitled to any other form of distribution of profits by the Company until its conversion to equity shares.

The members at the Extra Ordinary General Meeting held on 19 October 2021 have approved the modification in the conversion ratio of 0.1% Cumulative CCPS from 1:1 as defined in Schedule 7 of the Share Subscription Agreement to 1:1.02048. Consequently, the Board of Directors in their meeting held on 19 October 2021 have approved the conversion of 104,002 preference shares of Rs. 100 each into 106,132 equity shares of Rs. 10 each.

18.7 Employee stock option reserve

Employee stock option reserve relates to the share options granted by the Company to the Company''s and subsidiary''s employees under its stock option plan. Refer Note 38 for further details.

I. As at 31 March 2023

(a) Term loan from Axis bank:

First pari-passu Charge on the movable fixed assets of the Company both present and future.

(b) Term loan from RBL:

Exclusive charge by way of hypothecation on Plant & Machinery, Equipment''s at Bawal Plant, Haryana. Second pari-passu Charge on the entire current assets of the Company both present and future under multiple banking arrangement.

(II) As at 31 March 2022

(a) Term Loan from RBL:

Exclusive charge by way of hypothecation on Plant & Machinery, Equipment''s at Bawal Plant, Haryana. Second pari-passu Charge on the entire current assets of the Company both present and future under multiple banking arrangement.

(a) First pari-passu charge on present and future inventories and book debts.

(b) Second pari-passu charge by way of hypothecation on movable fixed assets of the Company, both present and future under multiple banking arrangement.

© Second pari-passu charge by way of equitable mortgage on Factory Land & Building property bearing survey number: SF 164/1 PART, situated at Plot no B 27, Phase II, Zone B, area, MEPZ, Tambaram - 600045, owned by the Company.

(d) First pari-passu charge on moveable fixed assets, present and future, of the Company located / planned at Chennai, Manesar, Hyderabad & Hosur.

36 Contingent liabilities and commitments (to the extent not specifically provided for)
Particulars	As at 31 March 2023	As at 31 March 2022
(a) Claims against the company not acknowledged as debt (also refer notes below)
- Erstwhile customer (refer note (ii) below)	56.17	56.17
- Karnataka VAT related matters	-	14.02
(b) Commitments
- Capital commitments (refer note (iii) below)	359.37	547.98
- Export obligation under EPCG Scheme	190.13	189.69
- Investments commitment	22.34	278.54

Notes:

(i) The amounts shown above represent the best possible estimates arrived at on the basis of the available information. The uncertainties and possible reimbursement are dependent on the outcome of the various legal proceedings which have been initiated by the Company or the claimants, as the case may be and therefore, cannot be predicted accurately.

(ii) The Company has filed Special Leave Petition (SLP) before Honorable Supreme Court of India against the Madras High Court Judgment relating to direction to the Company to deposit 50% of the amount in the Court. Supreme court has stayed the order of Madras High court, to pay the said amount. Further, the erstwhile customer, has also filed a counter

SLP before the Honorable Supreme Court of India against the Madras High Court Judgment referred above, which is pending hearing. Based on the assessment carried out by the Company, the Management expects a favorable decision in respect of the above. Further, petition against the Company before National Company Law Tribunal, Mumbai Bench, for initiation of Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code has been withdrawn.

(iii) Capital commitments represents the estimated amounts of contracts remaining to be executed on capital account, net of advances and not provided for.

(iv) Subsequent to the year ended 31 March 2023, the Company has received demand under section 154 of the Income tax act, 1961 ("IT Act") amounting to INR 46.87 Million for the financial year 2020-21 dis-allowing the benefit of section 10AA of IT Act due to non-filing of Form 56F within the due date. The Company had filed writ petition against the order before the Hon''ble High Court of Bombay to quash the said demand. The Company has received interim relief against the operation of the order and the Company is confident of receiving favorable order.

37.2 Defined benefit plans

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the amount calculated as per the Payment of Gratuity Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India.

38 Share-based payments

38.1 Details of the employee share option plan of the Company

On 19 October 2021, the shareholders of the Company have approved the Syrma SGS Employee Stock Option Scheme ("Scheme 1") which forms part of the Syrma SGS Stock Option Plan. Under the Scheme 1, the Company has issued 7,726 options of Rs. 10 each to eligible employees. Employees covered by the plan are granted an option to purchase shares subject to certain vesting conditions. The plan is administered by the ''Nomination and Remuneration Committee'' constituted by the Board of Directors of the Company.

On 19 October 2021, the shareholders of the Company have approved the Syrma SGS Employee Stock Option Scheme ("Scheme 2") which forms part of the Syrma SGS Stock Option Plan. Under the Scheme 2, the Company has issued 16,133 options of Rs. 10 each to eligible employees. Employees covered by the plan are granted an option to purchase shares subject to certain vesting conditions. The plan is administered by the ''Nomination and Remuneration Committee'' constituted by the Board of Directors of the Company.

Each employee share option converts into one equity share of the Company on exercise of option under Scheme 1 or Scheme 2. Options may be exercised at any time from the date of vesting to the date of their expiry.

The members in the Extra Ordinary General Meeting (EGM) held on 28 October 2021 have approved the issue of bonus shares in the ratio of 100 equity shares for every 1 equity share as on the date of EGM. Consequently, at the time of exercise of share options, each option shall be converted into the ratio of 1:101. The number of options disclosed below are after giving the impact of Bonus issue.

The receipt of exercise price on exercise of the share option wilt be disclosed in the year of actual exercise and the perquisite computed thereon as per Income Tax Act,1961 will also be disclosed in the year of actual exercise.

(b) As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole, the amounts pertaining to KMP are not included above.

(c) The Commission amount disclosed above represents the actual payment made during the year upon receipt of approval of shareholders in general meeting. The amount payable against which provision has been created which is subject to approval of shareholders in general meeting has not been considered for disclsoures w.r.t transactions and year-end balances.

(e) The security deposit amount disclosed above, is presented at the undiscounted amount and not at amortised cost as carried in the financial statements.

(f) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at 31 March 2023 and 31 March 2022, there are no further amounts payable to / receivable from them, other than as disclosed above. The Company incurs certain costs on behalf of other companies in the group. These costs have been allocated/recovered from the group companies on a basis mutually agreed to with the group companies.

(g) The aforesaid transactions are disclosed only from the date / upto the date, the party has become / ceases to become a related party to the Company.

(h) The amount of payables/receivables indicated above is after deducting Tax (wherever applicable) and after including Goods and Services Tax (wherever applicable) as charged by/to the counter party as part of the invoice/relevant document

The amount of transactions disclosed above is without considering Goods and Services Tax (wherever input credit has been availed) as charged by/to the counter party as part of the invoice/relevant document and also gross of withholding tax under the Income Tax Act,1961

41 Leases

(a) The Company, at the inception of a contract assesses whether a contract is, or contains, a Lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

In adopting Ind AS 116, the Company has applied the below practical expedients:

(i) The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

(ii) The Company has treated the leases with remaining lease term of less than 12 months as if they were "short term leases".

(iii) The Company has not applied the requirements of Ind AS 116 for Leases of Low value assets.

(iv) The Company has excluded the initial direct costs from measurement of the right-of-use asset at the date of transition.

(b) The Company has taken Land and buildings on Leases having Lease terms of more than 1 year to 10 years, with the option to extend the term of Leases. Refer note 4 for carrying amount of right-to-use assets at the end of the reporting period by cLass of underLying asset.

(a) Provision for warranties is estimated in accordance with the Company''s accounting policy (refer note 2.14) and is expected to be settled as and when claims are received.

(b) Whilst the provision for contingencies is considered as short term in nature, the actual outflow with regard to the contingencies depends on various future developments.

45 Financial instruments

45.1 Capital management

The Company manages its capital to ensure that it is able to continue as a going concern while maximizing the return to the stakeholders through the optimization of the debt and equity balance. The Company determines the amount of capital required on the basis of an annual budgeting exercise, future capital projects outlay etc. The funding requirements are met through equity, internal accruals and borrowings (short term / long term).

45.3 Financial risk management framework:

The Company''s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including currency risk, interest rate risk and other price risk) and credit risk.

The Company has not offset financial assets and financial liabilities.

45.4 Market risk:

The Company''s activities are exposed to finance risk, interest risk & credit risk. However, the Company is primarily exposed to the financial risks of changes in foreign currency exchange rates. Market risk exposures are measured using sensitivity analysis. There has been no change to the Company''s exposure to market risks or the manner in which these risks are being managed and measured.

45.5 Foreign currency risk management:

The Company undertakes transactions denominated in foreign currencies and consequently exposures to exchange rate fluctuation arises. These exposures are reviewed periodically with reference to the risk management policy followed by the Company.

The Company does trade financial instruments which are not designated as hedges for accounting purposes, but provide an economic hedge of the particular transaction risk or a risk component of the transaction. Fair value changes in such derivative instruments are recognised in the statement of profit and loss.

The following table details the Company''s sensitivity to a 5% increase and decrease in the Indian rupees against the relevant foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the Indian Rupees strengthens 5% against the relevant currency. For a 5% weakening of the Indian Rupees against the relevant currency, there would be a comparable impact on the profit or equity and balance below would be negative.

45.7 Interest rate risk management

Interest rate is the risk that an upward / downward movement in interest rates would adversely / favourably affect the borrowing costs of the Company.

Fair value sensitivity analysis for floating-rate instruments

The sensitivity analysis below have been determined based on exposure to the interest rates for financial instruments at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in case of instruments that have floating rates.

The sensitivity analysis have been carried out based on the exposure to interest rates for term loans from banks, debt securities and borrowings carried at variable rate. If interest rates had been 25 basis points higher or lower and all other variables were constant, the Company''s profit after tax would have changed by the following:

45.8 Liquidity risk management

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities, by continuously monitoring forecast and actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the risk management policy of the Company. The Company invests its surplus funds in bank fixed deposits and mutual funds.

The amount included above for variable interest rate instruments for non-derivative financial Liabilities is subject to change if changes in variable interest rates differ to those estimates of interest determined at the end of the reporting period.

45.9 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company uses other publicly available financial information and its own trading records to rate its major customers. The Company''s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved on a regular basis.

45.10 Commodity risk

Fluctuation in commodity price affects directly and indirectly the price of raw material and components used by the Company. The key raw material for the Company are Printed Circuit Boards (PCB), Integrated Crircuits (IC) and Transistors. The Company imports its few raw materials and due to ongoing situation in international market, these raw material is in shortage or available at higher prices resulting in reduced margins. The Company keeps on negotiating with its customers to recover through price hike of the finished products.

45.11 Fair value measurement

The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade payables and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair value / amortized cost:

(a) Long-term fixed-rate borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual losses and creditworthiness of the receivables

(b) The fair value of unquoted instruments, Loans from banks and other financial Liabilities, as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

(c) Fair values of the Company''s interest-bearing borrowings and loans are determined by using discounted cash flow (DCF) method using discount rate that reflects the issuer''s borrowing rate as at the end of the respective reporting period. The own non-performance risk as at 31 March 2023 and 31 March 2022 was assessed to be insignificant.

(i) The variance in inventories is on account of certain year end adjustments such as overhead and Labour allocation and other adjustment entries recorded in books post filing of the returns with the banks.

(ii) Inventory as per books of accounts disclosed above for the year FY 22-23 and FY 21-22 excludes goods in transit, inventory of certain divisions of the Company and allowance for obsolete and non-moving inventory except for quarter ended March 2022.

(iii) The variance in receivables is on account of certain aged debtors more than one year not included in returns filed with Banks as well as period end adjustments such as restatement of foreign currency receivables, reconciliation based on confirmation, etc. being carried out in books post filing of the returns with the banks.

(iv) Gross receivables (without factoring expected credit losses) for the year FY 22-23 and FY 21-22 excludes receivables of certain division of the Company except for quarter ended March 2022.

(v) The variance in the returns/statements filed by the Company were subsequently rectified to submit the information as per books of accounts with the banks.

X. Other statutory information

(a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

(b) The Company did not have any transactions with companies struck off.

(c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

(d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(e) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ( ultimate beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

(f) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,

(g) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(h) The Company has not been declared willful defaulter by any bank or financial Institution or other lender.

(i) The Company does not have any scheme of arrangements which have been approved by the competent authority in terms of sections 230 to 237 of the Act.

(j) The Company has complied with the number of layers prescribed under of Section 2(87) of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

(k) The Company has utilised the borrowing amount taken from financial institutions for the purpose as stated in the sanction letter.

48 Foreign Exchange Management Act, 1999

The Company has approached the designated authority and is in the process of filing the required documents as may be required with the designated authority in connection with the various foreign exchange transactions of earlier years, relating to certain long outstanding payables to foreign parties and receivable from export customers etc., to ensure compliance with the Foreign Exchange Management Act, 1999.

The management is confident of completing all the required formalities and obtaining the required approvals / ratification from the designated authority (AD bank / RBI as the case may be) and does not estimate any outflow of cash on account of the same.

49 Previous year comparatives

Previous year figures have been reclassified to conform to the current year classification/presentation.

50 During the current year, the following entities have been incorporated with the Company being subscriber to the Memorandum of Association of each of the below entities :-

a. Syrma SGS Design and Manufacturing Private Limited.

b. Syrma SGS Electronics Private Limited

c. Syrma SGS Technology and Engineering Services Limited

As at 31 March, 2023 the Company is yet to subscribe to the share capital of the above mentioned entities.

51 Events after the latest reporting period, i.e 31 March 2023

The Board or Directors have recommended a final dividend of 15 % (INR 1.5/- per Equity Share of Rs. 10/- each) for the financial year 2022-2023 subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company and hence no provision is created in the standalone financial statments.

52 Approval of financial statements

In connection with the preparation of the standalone financial statements for the year ended 31 March 2023, the Board of Directors have confirmed the propriety of the contracts / agreements entered into by / on behalf of the Company and the resultant revenue earned / expenses incurred arising out of the same after reviewing the levels of authorisation and the available documentary evidences and the overall control environment. Further, the Board of Directors have also reviewed the realizable value of all the current assets of the Company and have confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognised in the standalone financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements at its meeting held on 18 May 2023. The shareholders of the Company have the rights to amend the Standalone Financial Statements in the ensuing Annual general meeting post issuance of the same by the Board of directors.