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

FINANCIAL RESULTS:

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

STATE OF AFFAIRS OF THE COMPANY AND FINANCIAL PERFORMANCE

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

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

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

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

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

SHARE CAPITAL

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

Paid-up capital:

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

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

EMPLOYEE STOCK OPTION PLAN

Syrma SGS Stock Option Plan 2020

The members of your Company at their General Meeting held on October 19, 2021, approved Syrma SGS Stock Option Plan
2020 (ESOP Plan 2020) for the eligible employees of your Company and its subsidiary Company(ies), and empowered the
Board to allot shares in one or more tranches to the employees of your Company and its subsidiaries in accordance with
ESOP Plan 2020 and its underlying schemes.

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

Summary of which is given under:

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

Syrma SGS Stock Option Plan 2023

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

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

The applicable disclosures as stipulated under Regulation
14 of Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and
Section 62(1)(b) of Companies Act, 2013 read with rule 12(9)
of Companies (Share capital and debentures) Rules,2014 are
disclosed on the website of the Company at https://www.
syrmasgs.com/investor-relations/43-2/.

DIVIDEND

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

The Board has adopted Dividend Distribution Policy. The
same can be accessed at https://www.syrmasgs.com/
investor-relations/codes-and-policies/.

TRANSFER TO RESERVES

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

CREDIT RATING

The details of Credit Ratings as provided by India Ratings

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

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

INVESTOR EDUCATION AND PROTECTION FUND

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

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

PUBLIC DEPOSITS

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

CHANGE IN THE NATURE OF BUSINESS

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 (3) o'
the Act read with Companies (Accounts) Rules, 2014
your Company has prepared Consolidated Financia
Statements as per the Indian Accounting Standards on
Consolidated Financial Statements issued by the Institute
of Chartered Accountants of India together with Auditors
Report thereon form part of this Annual Report. The
Financial statement as stated above are also available
on the website of the Company and can be accessed a
https://www.syrmasgs.com/investor-relations/43-2/.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURES

As on March 31, 2025, your Company has ten

Subsidiaries as under

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

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

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

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

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

Material Subsidiaries

As on March 31, 2025, the Company had 1 (One) unlisted
material subsidiary namely SGS Tekniks Manufacturing
Private Limited. Your Company has formulated a policy for
determining Material Subsidiaries. The policy is available
on your Company's website at https://www.syrmasgs.com/
investor-relations/codes-and-policies/.

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans and investments made by the Company
under Section 186 of the Companies Act, 2013 form part of
this annual report and are given as Para VII of note no 52
to the standalone financial statements for the financial year
ended March 31, 2025.

LOAN FROM DIRECTORS OR DIRECTOR'S
RELATIVE

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

RELATED-PARTY TRANSACTIONS

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

All related-party transactions were duly reviewed and
approved by the Audit Committee. Prior omnibus approval
of the Audit Committee and the Board was obtained for the
transactions, which are of a foreseen and repetitive nature.
A statement giving details of all related-party transactions
was placed before the Audit Committee for their noting/
approval every quarter and all the related-party transactions
were at arm's length and in normal course of business.

There were no materially significant transactions with
related party (i.e. transactions exceeding 10% of the annual
consolidated turnover) during the year as per the last
audited financial statements. Accordingly, the disclosure of
transactions entered into with related parties pursuant to
the provisions of Section 188(1) of the Companies Act, 2013
and Rule 8(2) of the Companies (Accounts), Rules 2014 is
not required to be made in Form AOC-2 and hence does not
form part of the report.

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

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

SCHEME OF AMALGAMATION

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

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

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

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

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

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

FUND RAISING THROUGH QUALIFIED
INSTITUTIONAL PLACEMENT

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

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

INCORPORATION OF WHOLLY OWNED
SUBSIDIARIES

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

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

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

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

Board of Directors & Key Managerial Personnel

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

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

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

Change in Directors and KMP

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

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

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

Independent Directors

The Independent Directors have submitted their declaration

of independence, as required under section 149(7) of the

Act stating that they meet the criteria of independence as

provided under subsection (6) of Section 149 of the Act,
as amended and Regulation 16 and 25 of the SEBI Listing
Regulations, 2015, as amended. The Independent Directors
have also confirmed compliance with the provisions of rule 6
of Companies (Appointment and Qualifications of Directors)
Rules, 2014, as amended, relating to inclusion of their name
in the databank of Independent Directors.

The Independent Directors have also complied with the
Code for Independent Directors prescribed in Schedule IV of
the Act and have confirmed that they comply with the Code
of Conduct for Directors and Senior Management personnel
formulated by the Company.

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

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

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

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

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

Familiarization Program for Independent Directors

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

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

The Independent Directors are briefed form time to time
about various CSR activities of the Company. Senior
Executives of the Company make presentations to the
members of the Board on the performance of the Company
and strategic initiatives.

Brief details of the familiarisation programme are uploaded
and can be accessed on the Company's website at https://
www.syrmasgs.com/investor-relations/disclosure/.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing
Regulations one meeting of Independent Directors was
held during the year i.e., on January 28, 2025, without the
attendance of Non-Independent Directors and members of
Management. For details of meeting, please refer Corporate
Governance Report, forming part of this annual report.

Retirement by rotation

The Companies Act, 2013 mandates that at least two-thirds
of the total number of Directors (excluding Independent
Directors) shall be liable to retire by rotation and one-thirds
are liable to retire at every Annual General Meeting. Article
148 of the Articles of Association of Company provides
that the Managing Director or Whole-Time Director so
appointed shall be liable to retire by rotation. Independent
Directors hold office for a fixed term and are not liable to
retire by rotation.

Accordingly, Mr. Jaideep Tandon (DIN: 01693731),
Non-Executive Director of the Company, retires by rotation
at the ensuing Annual General Meeting (AGM) and has
expressed his unwillingness to be re-appointed. As per the
recommendation of the Nomination and Remuneration
Committee, the Board proposes to fill the vacancy caused
due to his retirement by appointing Mr. Sudeep Tandon (DIN:

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

Meetings of the Board

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

1) May 10, 2024,

2) August 05, 2024,

3) October 25, 2024,

4) January 28, 2025.

For details of the meeting, please refer Corporate Governance
Report, forming part of this annual report.

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

Constitution/Reconstitution of various committees

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

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders' Relationship Committee

E. Risk Management Committee.

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

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

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

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

BOARD EVALUATION

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

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

The Board Evaluation cycle was completed by your
Company internally led by the Independent Chairperson of
the Nomination and Remuneration Committee.

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

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

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

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

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

The Board Evaluation discussion, focused on ways to
enhance the Board effectiveness as a collective body in the
context of the business and the external environment in
which the Company functions. From time to time during the
year, the Board was apprised of relevant business issues and
related opportunities and risks. The Board discussed various
aspects of its functioning and that of its Committees such as
structure, composition, meetings, functions and interaction
with management and means to further augment the
effectiveness of the Board's functioning.

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

The overall assessment of the Board was that it was
functioning as a cohesive body including the Committees
of the Board. They were functioning well with periodic

reporting by the Committees to the Board on the work
done and progress made during the reporting period. The
Board also noted that the actions identified in the past
questionnaire-based evaluations had been acted upon.

VIGIL MECHANISM

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

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

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

No complaints were received during the period under review.

SIGNIFICANT MATERIAL ORDERS OF
REGULATORS/COURTS/ TRIBUNALS

No significant or material orders were passed by the
Regulators or Courts or Tribunals, which affect the going
concern status and Company's operations in the future.

AUDITORS AND AUDITORS' REPORT

a. Statutory Auditors:

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 (the Act) and the Companies
(Audit and Auditors) Rules, 2014, M/s. Walker Chandiok
& Co LLP, Chartered Accountants, were appointed as
the Statutory Auditors of the Company at the Annual
General Meeting held on September 17, 2024, for
a term of five years i.e. till conclusion of 25^th Annual
General Meeting. They continue to be the Statutory
Auditors of the Company.

The Independent Auditors Report given by the Auditors
M/s. Walker Chandiok & Co LLP, on the financial
statement (Standalone and Consolidated) of your
Company forms part of this Annual Report. The Statutory
Auditor's report does not contain any qualifications,

reservations, adverse remarks or disclaimers. The Notes
to the Accounts referred to in the Auditors' report are
self-explanatory and therefore do not call for any further
clarification under Section 134(3)(f) of the Act.

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

b. Cost Auditors:

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

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

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 and as per the Companies (Cost
Records and Audit) Rules, 2014 and amendments
thereof, the Board at its meeting held on May 13, 2025,
has approved the appointment of M/s Umesh Sagta &
Associates, Cost Accountants, (FRN:001801) as Cost
Auditors of the Company for audit of cost accounting
records for FY 2025-26.

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

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

c. Secretarial Auditors:

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

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

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

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

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

Further, except SGS Tekniks Manufacturing Private
Limited, none of the wholly owned subsidiaries of the
Company as mentioned above are material unlisted
subsidiaries. Therefore, the provisions regarding the
Secretarial Audit as mentioned in Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements),
2015 as amended, does not apply to such subsidiaries.

d. Internal Auditors:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)
FRAMEWORK & VISION

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

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

The Company's CSR Policy is available on its website at https://
www.syrmasgs.com/investor-relations/codes-and-policies/.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

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

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

As required under section 134(3)(m) of the Companies Act,

2013, read with Rule 8 of the Companies (Accounts) Rules,

2014, the relevant data pertaining to conservation of energy,
technology absorption and foreign exchange earnings and
outgo is given in the prescribed format as Annexure IV
to this Report.

HUMAN RESOURCES & EMPLOYEE RELATIONS

Strategic Overview:

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

Employee Engagement & Culture:

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

Core Values:

Syrma SGS fosters a culture that is focused on:

• Entrepreneurship: Encouraging innovationandownership.

• Collaboration: Promoting teamwork and

collective success.

• Respect: Valuing individuals and their contributions.

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

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

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

Employee Welfare:

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

Employee Engagement and Recognition:

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

Employee Relations & Industrial Climate:

• Maintained harmonious industrial relations
across all units

• No work stoppages or labor unrest reported

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

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

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

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

• CII Kaizen awards

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

• ELCINA Award for outstanding achievement in Exports
and Special Jury Award

• "Excellence Award" on Quality Circle & Productivity

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

• Award from Forbes Marshall in Supply chain conclave

HR Technology & Digitization:

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

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

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

Outlook for FY 2025-26:

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

ENTERPRISE RISK MANAGEMENT

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

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

The details of the Committee are included in the Corporate
Governance Report forming part of this annual report.

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

INTERNAL CONTROL SYSTEMS

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

CYBER SECURITY

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

Key initiatives undertaken during the year include:

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

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

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

• Employee Awareness & Training: Ongoing

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

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

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

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

RESEARCH AND DEVELOPMENT (R&D)

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

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

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

REPORT ON CORPORATE GOVERNANCE

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

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

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards,

i.e. SS-1 and SS-2 relating to 'Meetings of the Board of
Directors' and 'General Meetings' respectively have been
duly followed by the Company.

REPORT ON MANAGEMENT DISCUSSION AND
ANALYSIS

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

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ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the copy of
Annual Return for the financial year 2024-25, is placed on
the Company's website and can be accessed at https://www.
syrmasgs.com/investor-relations/43-2/.

COMPLAINTS RELATING TO SEXUAL
HARASSMENT

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

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

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

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

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

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

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

APPLICATION UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

(f) The Directors have devised Proper systems to
ensure compliance with the provisions of all the
applicable laws and such systems were adequate and
operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is

required in respect of the following matters as there were no

transactions on these items during the year under review:

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

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

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

4. No instances of non-exercising of voting rights in
respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the
Companies Act, 2013.

5. Disclosure of reason for difference between valuation
done at the time of taking loan from bank and at
the time of one time settlement. There was no
instance of onetime settlement with any Bank or
Financial Institution.

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

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors

Sd/-

Sandeep Tandon

Date: September 01, 2025 Chairman

Place: New Delhi DIN: 00054553