The Board of Directors of your Company ("Board") is pleased to present the 38^th Annual Report of Symphony
Limited ("Symphony" or "Company") together with the audited standalone and consolidated financial statements,
showing the financial position of the Company for the financial year ended March 31,2025.

HIGHLIGHTS OF FINANCIAL RESULTS AND STATE OF COMPANY'S AFFAIRS (h in Crores)

Key Financials as on March 31, 2025

Your Company operates globally across four continents. Consolidated accounts of the holding company and
subsidiaries comply with applicable Ind AS. The consolidated revenue, including other income, was H1,622.73
Crores (previous year H1,206.80 Crores) with a profit after tax of H212.50 Crores (previous year H148.13 Crores).
Standalone revenue, including other income, was H1,231.23 Crores (previous year H843.94 Crores) with a profit after
tax of H175.91 Crores (previous year H153.04 Crores).

The highlights of the key financials are as under: (h in Crores except per share data)

CONTRIBUTION TO EXCHEQUER

Your Company has contributed a sum of H167.25 Crores to the exchequer during the financial year 2024-25 by way
of duties and taxes on a standalone basis.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 in the profit and loss account.

RETURNS TO INVESTORS - DIVIDEND

During the period under review, the Board of Directors has declared three interim dividends aggregating to H5.00/-
(250%) per share, and a bifurcation of the same is as under:

The Board has recommended a final dividend of H8.00
(400%) per equity share having face value of H2.00 each,
subject to approval of members at their ensuing annual
general meeting for the financial year ended on March
31, 2025. The aggregate dividend for the financial year
ended on March 31, 2025, would be H13.00 (650%)
[including interim dividends of H5.00 (250%)] per share.

The total pay-out towards dividend for the financial
year 2024-25 would be H89.30 Crores and towards
buyback of shares H89.2 Crores (including buyback
tax and incidental expenses), translating into a total
payout of H178.4 crores i.e., translating into a dividend
pay-out of 84% on consolidated net profit, which is in
line with the dividend pay-out as mentioned in the
Dividend Distribution Policy of the Company.

CHANGE IN SHARE CAPITAL — BUYBACK
OF SHARES

During the year under review, the Company completed
a buyback of 2,85,600 equity shares for an aggregate

amount of H71.40 Crores through the tender offer
route from its existing shareholders.

Pursuant to the provisions of the Securities and
Exchange Board of India (Buy Back of Securities)
Regulations, 2018, and the Companies Act, 2013, and
the rules made thereunder, the Company extinguished
2,85,600 equity shares with a face value of H2 each
on September 18, 2024. Post buyback, the paid-up
share capital of the Company stands at H13,73,42,800,
divided into 6,86,71,400 equity shares.

An amount of H89.2 crores was utilized for the
buyback of equity shares (including transaction costs
and buyback tax). Furthermore, H0.06 crores were
transferred to the capital redemption reserve account
upon the buyback of equity shares.

Shareholders' Reward Policy (Including
Dividend Distribution Policy)

Symphony believes in maintaining a fair balance
over a long term, between pay-out/reward to the

shareholders, and cash retention. The Company has
been conscious of the need to maintain consistency
in pay-out/reward to the shareholders. The quantum
and manner of pay-out/reward to the shareholders of
the Company shall be recommended by the Board of
Directors of the Company.

The Shareholder's Reward Policy (including the
Dividend Distribution Policy) can be accessed at https://
symphonytimited.com/wp-content/uploads/2024/03/
Shareholders-Reward-Policy.pdf

MATERIAL CHANGES AND COMMITMENT

There have been no material changes or commitments
affecting the financial position of the Company which
occurred between the end of the financial year and the
date of this report, to which the financial statements
relate. There has been no change in the nature of the
business of the Company.

PERFORMANCE REVIEW

The performance of the Company and its subsidiaries
has been discussed in the Theme Part of the Annual
Report. Please refer to Page Nos. 28-33 of this report.

AWARDS AND ACCOLADES

Ý Recognized for Great Place To Work®, India
for a consecutive third time in a row with
improved score year over year, and is certified
as a great workplace under the category: Mid¬
Size Organizations.

Ý Received Effie award 2024 for 'Thandi Thandi
Rimjhim Feeling' a seasonal marketing.

Ý Won 'GOLD' at the ET Brand Equity Media
& Entertainment Awards 2024 for LSV
Performance Marketing.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the
Management Discussion and Analysis Report for the
financial year ended March 31, 2025, is part of this
annual report.

CORPORATE GOVERNANCE

Your Company is committed to conducting its
affairs in a fair, transparent, and professional manner,
upholding high ethical standards and accountability in
all dealings. In accordance with Regulation 34(3) and
Schedule V of the Listing Regulations, the Corporate
Governance Report for the financial year ending March
31, 2025, is included in this annual report.

Additionally, a certificate from practicing company
secretaries, confirming compliance with corporate
governance conditions, is attached to the report on
corporate governance.

SUBSIDIARIES

Your Company has seven overseas subsidiary
companies, (i) IMPCO S. de R. L. de C.V. (IMPCO),
Mexico, (ii) Guangdong Symphony Keruilai Air
Coolers Co. Ltd. (GSK), China, (iii) Symphony AU Pty
Limited (SAPL), Australia, (iv) Climate Technologies
Pty Limited (CT), Australia, (v) Bonaire USA LLC (BUSA),
USA, (vi) Symphony Climatizadores Ltda. (SCL), Brazil
and (vii) Dongguan GSK Appliances Co., Ltd. (China).
All subsidiaries are wholly owned subsidiaries of
the Company.

During the year, GSK, China has incorporated a step
down subsidiary of the Company viz. Dongguan GSK
Appliances Co., Ltd. (China).

The Board of Directors in their meeting held on April
12, 2025 has in principally approved the divestment/
monetization of its wholly owned subsidiaries (i)
IMPCO S. de R. L. de C.V. (IMPCO), and (ii) Climate
Technologies Pty Limited (CT), Australia.

In compliance with Regulation 24 of the Listing
Regulations, Mr. Naishadh Parikh, Independent
Director of the Company continued to represent the
Company on the board of its subsidiary companies viz.,
(i) Climate Technologies Pty Limited, Australia, and (ii)
Symphony AU Pty Limited, Australia.

In accordance with Section 129(3) of the Companies
Act, 2013 ('the Act'), the Company has prepared a
consolidated financial statement of the Company
and its subsidiary companies, which forms part of the
Annual Report. Pursuant to the provisions of Section
129(3) of the Act, a statement containing the salient

features of the financial statements of the Company's
subsidiaries in Form No. AOC-1, is annexed to the
financial statements of the Company. The statement
also provides the details of performance and financial
position of the subsidiaries of the Company.

The financial statements of the subsidiary companies
and related information are available for inspection by
the members at the Registered Office of the Company
during business hours on all days except Sundays and
public holidays, up to the date of the Annual General
Meeting as required under Section 136 of the Act.

Any member desirous of obtaining a copy of the
said financial statement may write to the Company
Secretary at the Registered Office of the Company.
The financial statements including the consolidated
financial statement, financial statements of subsidiaries,
and all other documents required to be attached to
this report have been uploaded on the website of
the Company — https://www.symphonylimited.com/
investor/results/# i668762i6737i-35i6390d-82bd.

CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Act and the rules
made thereunder, the annual report on Corporate
Social Responsibility containing details about the
composition of the committee, CSR activities, amount
spent during the year, and other details, is enclosed
as Annexure - 1. The Corporate Social Responsibility
Policy is displayed on the website of the Company.

AUDITORS

In terms of provisions of Section 139 of the Act, M/s.
Deloitte Haskins & Sells, Chartered Accountants (Firm
Registration No.: 117365W) were reappointed as
Statutory Auditors of the Company at the 33^rd Annual
General Meeting (AGM) held on September 22, 2020,
to hold office till the conclusion of the 38^th AGM of
the Company. The Report given by M/s. Deloitte
Haskins and Sells, on the financial statements of the
Company for the FY 2024-25 is part of this Integrated
Annual Report. The auditors' report does not contain
any qualification, reservation, or adverse remark, and
is self-explanatory; thus, it does not require any further
clarifications/ comments.

During the year under review, the auditors have not
reported to the Audit Committee or the Board, under
Section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or
employees, the details of which would need to be
mentioned in the Board's Report.

As the term of M/s. Deloitte Haskins & Sells as the
Statutory Auditors of the Company expires at the
conclusion of the 38^th AGM, the Board of Directors of
the Company at their meeting held on May 07, 2025,
based on the recommendation of the Audit Committee,
has recommended to the Members the appointment
of M/s. B S R & Co. LLP, Chartered Accountants
(Firm Registration No. 101248W/W-1 00022 and
Peer Review No. 014196 valid upto 31.07.2025), as
Statutory Auditors of the Company, for a term of 5
(five) consecutive years from the conclusion of the 38^th
AGM till the conclusion of the 43^rd AGM. Accordingly,
an Ordinary Resolution, proposing appointment of
M/s. B S R & Co. LLP, as the Statutory Auditors of the
Company for a term of five consecutive years pursuant
to Section 139 of the Act, forms part of the Notice
of the 38^th AGM of the Company. The Company has
received the consent / certificate that M/s. B S R & Co.
LLP satisfies the criteria provided under Section 141 of
the Act and that the appointment, if made, shall be in
accordance with the applicable provisions of the Act
and rules framed thereunder.

SECRETARIAL AUDIT REPORT

As required under the provisions of Section 204 of
the Act, the Board of Directors of your Company
had appointed M/s. SPANJ & Associates, Practicing
Company Secretaries, to conduct a Secretarial Audit
for FY 2024-25.

The Secretarial Audit Report for the financial year
ended March 31, 2025, is annexed to the Board's
Report as Annexure - 2. There are no qualifications,
reservations, adverse remarks, or disclaimers by the
Secretarial Auditors in their Secretarial Audit Report;
thus, it requires no further clarifications or comments.

In terms of Regulation 24A of SEBI Listing Regulations,
the Company proposes to appoint M/s. SPANJ &
Associates, Practising Company Secretaries, (Firm
Registration No. P2014GJ0034800 and Peer Review

No. 6467/2025 valid upto February 28, 2030), as the
Secretarial Auditors of the Company to hold office for a
period of 5 (five) consecutive years from the conclusion
of the 38^th Annual General Meeting (AGM) until the
conclusion of the 43^rd AGM of the Company. Your
Directors recommend that the proposed resolution
relating to the appointment of Secretarial Auditors be
passed by the requisite majority at the ensuing AGM.

The Secretarial Auditor shall conduct the Secretarial
Auditor for the financial years ending March 31, 2026
to March 31, 2030.

COST AUDITORS

During the year under review, the Company was not
required to maintain cost records and hence, cost
audit was not applicable. No manufacturing activities
or services, covered under the Companies (Cost
Records and Audit) Rules, 2014, have been carried out
or provided by the Company.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Mr. Santosh Nema has been appointed as an
Independent Director of the Company for a second
consecutive term of five years with effect from July 31,
2024, by the members of the Company in their Annual
General Meeting (AGM) held on August 06, 2024.

The members of the Company in their AGM held on
August 06, 2024, had appointed Ms. Malavika Harita
(DIN: 09005600) as an Independent Woman Director of
the Company for a period of five years effective from
August 06, 2024.

Mr. Nrupesh Shah, Managing Director - Corporate
Affairs, retires by rotation at the ensuing Annual
General Meeting and being eligible, has offered
himself for re-appointment.

Brief profile of Mr. Nrupesh Shah, as required under
Regulation 36(3) of the Listing Regulations and
Secretarial Standards - 1, are annexed to the notice
convening the Annual General Meeting, which forms
part of this Annual Report. Your Directors recommend
his appointment/reappointment.

The Board is of the opinion that the Independent
Directors of the Company are independent of the

management, possess requisite qualifications,
experience, proficiency and expertise in the fields
of sales and marketing, finance, quality, innovation,
product design, supply chain management, strategy,
legal and regulatory and governance aspects, and they
hold highest standards of integrity.

ANNUAL RETURN

In accordance with Section 134(3)(a) and Section 92(3)
of the Act, the Annual Return of the Company has
been placed on the website of the Company and can
be accessed at:

https://symphonylimited.com/investor/shareholding-
information/# 1671017217777-cb792392-5f42.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors of
the Company hereby state and confirm that:

(a) in the preparation of the annual accounts
for the financial year ended March 31, 2025,
the applicable Indian accounting standards
have been followed and there are no material
departures from the same;

(b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent, so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year,
and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act, read
with rules made thereunder, for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

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

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

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

MEETINGS OF THE BOARD

Six meetings of the Board of Directors of the Company
were held during the year under review. The details of
composition, meetings, and attendance, along with
other details of the Board have been reported in the
Corporate Governance Report, which is annexed to
the Board's report.

Your Company has complied with the Secretarial
Standards applicable to the Company, pursuant to the
provisions of the Act.

AUDIT AND OTHER COMMITTEES

The audit committee comprises Mr. Naishadh Parikh
(Chairman), Mr. Ashish Deshpande, Ms. Reena Bhagwati,
and Mr. Santosh Nema as members. In accordance
with the provisions of Section 177(8) of the Act and
Listing Regulations, the Board has accepted all the
recommendations of the audit committee during the
financial year 2024-25.

The details of composition, meetings, and attendance,
along with other details ofthe audit committee and other
committees, are reported in the Corporate Governance
Report, which is annexed to the Board's report.

NOMINATION AND REMUNERATION
POLICY

The Company has established a Nomination and
Remuneration Policy for appointing directors, key
managerial personnel, and senior management.
This policy also covers their remuneration and the
evaluation of directors and the Board. It is included in
the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES,
SECURITY, OR INVESTMENTS

Your Company's liquidity position is quite strong,
allowing for the investment of surplus funds to
generate returns.

Details of loans, guarantees, and investments under
the provisions of Section 186 of the Act as on March 31,
2025, are set out in notes numbered 4, 5, 9, and 34 of
the Standalone Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties during the year
were conducted on an arm's length basis and in the
ordinary course of business. These transactions were
presented to the Audit Committee and the Board for
approval. The Company also obtained omnibus /prior
approval annually for repetitive transactions. All related
party transactions are reviewed and approved by the
Audit Committee and the Board on a quarterly basis.

There are no materially significant related party
transactions that could conflict with the Company's
interests. The disclosure of related party transactions
as required under Section 134(3)(h) of the Act is not
applicable to your Company. Members can refer to
Note No. 34 of the standalone financial statement for
related party disclosures pursuant to IND AS.

Transactions with persons or entities in the Promoter/
Promoter Group holding 10% or more of the
Company's shareholding have been disclosed in the
accompanying financial statements.

RISK MANAGEMENT

In compliance with the Listing Regulations, the
Company has established a Risk Management
Committee. The Company is vigilant about the risks
associated with its business and regularly analyzes
and takes corrective actions to manage and mitigate
these risks. The risk identification, minimization, and
mitigation processes are periodically reviewed. The
Board of Directors has framed a risk management
policy that the Company adheres to.

According to the Board, there are no risks that threaten
the Company's existence. However, some risks that
may pose challenges are detailed in the Management
Discussion and Analysis section of this report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing
Regulations, the Board of Directors has carried
out an annual performance evaluation of its own
performance, its committees, and all the directors of
the Company as per the guidance notes issued by

SEBI in this regard. The Nomination and Remuneration
Committee has also reviewed the performance of the
Board, the committee, and all directors of the Company
as required under the Act and the Listing Regulations.
The criteria for evaluating the Board broadly encompass
the directors'competency, experience, and qualifications,
as well as the Board's diversity. It also includes meeting
procedures, strategy, management relations, succession
planning, functions, duties, conflict of interest, grievance
redressal, corporate culture and values, governance and
compliance, and risk evaluation, among other aspects.

The criteria for evaluating the committee include its
mandate and composition, effectiveness, structure
and meetings, independence from the Board, and
contribution to Board decisions.

The criteria for evaluation of directors broadly cover
qualifications, experience, knowledge, and competency.
They also include the ability to function as a team,
initiative, attendance, commitment, contribution,
integrity, independence, participation in meetings,
knowledge and skills, personal attributes, leadership,
and impartiality, among other aspects.

The Board of Directors have expressed their satisfaction
with the evaluation process.

DECLARATION BY INDEPENDENT
DIRECTORS

Independent Directors have submitted their declarations
stating that they meet the criteria of independence as
specified under Section 149(6) of the Act and Listing
Regulations, as amended from time to time.

VIGIL MECHANISM

The Company has established a vigil mechanism
(Whistle Blower Policy) to provide adequate safeguards
against victimization and to provide direct access to
the Chairman of the Audit Committee in appropriate
cases. This mechanism is available on the website of
the Company.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

During the year under review, there was no significant
and material order passed by the regulators or courts

or tribunals impacting the going concern status and
the Company's operations in future.

PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration and other
details, as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (the Rules), are set out as Annexure - 3 to the
Board's Report.

The statement of disclosures and other information as
required under Section 197(12) of the Act read with
Rule 5(2) and (3) of the Rules is part of this report.
However, as per the second proviso to Section 136(1)
of the Act and the second proviso of Rule 5(3) of the
Rules, the report and financial statement are being
sent to the members of the Company, after excluding
the statement of particulars of employees under Rule
5(2) of the Rules. Any member interested in obtaining a
copy of the said statement may write to the Company
Secretary at the registered office of the Company.

INTERNAL FINANCIAL CONTROLS AND
THEIR ADEQUACY

The Company has established internal financial
controls to ensure the systematic and efficient conduct
of its business. These controls include adherence to
the Company's policies and procedures, safeguarding
of assets, prevention and early detection of frauds
and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial
information. These controls are regularly reviewed
by the statutory auditor, internal auditor, and the
Audit Committee.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and
respectful workplace for all employees. In line with
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, we
have implemented a comprehensive Anti-Sexual
Harassment Policy. This policy applies to all employees,

including permanent, contractual, temporary, and
trainees and others.

To promote awareness and understanding of
this policy, the Company conducts regular online
induction /refresher programs across the organization.
An Internal Committee (IC) has been established to
address and resolve complaints of sexual harassment
at the workplace, in accordance with the provisions of
the Act.

During the year under review, no complaints of sexual
harassment were received. Additionally, there were no
pending complaints at the end of the financial year.

DEPOSIT

The Company has not accepted any deposit during
the year under review, and no unclaimed deposits or
interest were outstanding as on March 31,2025.

INSURANCE

The insurable interests of the Company including
building, plant and machinery, stocks, vehicles, and
other insurable interests are adequately covered.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNINGS

AND OUTGO

Pursuant to provisions of Section 134(3)(m) of the
Act read with the Companies (Accounts) Rules, 2014,
details relating to Conservation of Energy, Technology
Absorption, and Foreign Exchange Earnings and
Outgo are given as Annexure - 4.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report
for the financial year 2024-25, as stipulated under

Regulation 34 of the Listing Regulations is annexed to
this report as Annexure - 5.

APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE

As on the date of the report, no application is pending
against the Company under the Insolvency and
Bankruptcy Code, 2016, and the Company did not file
any application under (IBC) during the financial year
2024-25.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is
required for the following matters, as there were no
such transactions during the year under review:

a. Issuance of shares with differential rights as to
dividend, voting, or otherwise.

b. Issuance of shares (including sweat equity shares)
to employees of the Company under any scheme.

c. Neither the Managing Directors nor the Executive
Director received any remuneration from any of
the Company's subsidiaries during the year.

d. There were no instances of one-time settlements
with any bank or financial institution.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation for
the contributions made by employees at all levels,
which have been instrumental in the continued
growth and prosperity of the Company. They also
extend their deep gratitude to the shareholders,
OEMs, dealers, distributors, service franchises, CFAs,
consumers, banks, and other financial institutions for
their unwavering support.

For and on behalf of the Board
Achal Anil Bakeri

Place: Ahmedabad Chairman and Managing Director

Date: May 07, 2025 DIN - 00397573

Integrated Annual Report 2024-25 l 77