State of Affairs of the Company and
Financial Performance

Your Company's financial performance for the fiscal year ended
March 31, 2026, demonstrated robust growth across both
standalone and consolidated operations, characterised by a
marked improvement in key profitability metrics year-over-year.
Most business verticals maintained a resilient order pipeline,
with the Automotive, Consumer, and Industrial segments
securing substantial momentum in order bookings.

Furthermore, standalone financials for the fiscal year incorporate
the amalgamation of the erstwhile subsidiaries, SGS Tekniks
Manufacturing Private Limited, and SGS Infosystems Private
Limited. The consolidated financial includes the strategic
acquisition of a 60% stake in Elcome Integrated Systems Private
Limited and its wholly-owned subsidiary, Navicom Technology
International Private Limited.

Standalone Performance

The Company's Revenue from Operations stood at
H 43,671.54 million for FY 2025-26, as against H 36,157.51 million
in the previous year, registering a growth of approximately
20.8%. Total Income (including Other Income) increased to
H 44,079.22 million from H 36,630.15 million, a growth of 20.3%.

Profit Before Exceptional Items and Tax increased substantially to
H 3,752.31 million from H 2,132.86 million, representing a growth
of approximately 75.9%. After accounting for exceptional items
of H 32.47 million (previous year: H 20.00 million), Profit Before Tax
stood at H 3,719.84 million as compared to H 2,112.86 million in
the previous year, an increase of 76.1%.

Net Profit after Tax for the year stood at H 2,933.69 million as
against H 1,686.59 million in the previous year, reflecting a
growth of 73.9%. Including Other Comprehensive Income
of H 8.19 million (previous year: H (26.97) million), the Total
Comprehensive Income for the year was H 2,941.88 million as
compared to H 1,659.62 million in the previous year, an increase
of 77.3%.

The net profit margin (standalone) improved to 6.7% in
FY 2025-26 from 4.7% in FY 2024-25, reflecting improved
operating efficiency and better cost management.

Consolidated Performance

On a consolidated basis, Revenue from Operations grew to
H 48,190.59 million from H 37,871.93 million in the previous
year, an increase of approximately 27.3%. Total Income rose to
H 48,568.66 million from H 38,361.15 million, registering growth
of 26.6%.

Profit Before Exceptional Items and Tax on a consolidated basis
increased to H 4,499.49 million from H 2,392.13 million, a growth
of 88.1%. After exceptional items of H 45.73 million (previous
year: H 21.38 million), Profit Before Tax stood at H 4,453.76 million
as against H 2,370.75 million, an increase of 87.9%.

Consolidated Net Profit after Tax for the year stood at H 3,458.06
million, as compared to H 1,844.50 million in the previous year,
registering a robust growth of 87.5%. Total Comprehensive
Income, after including Other Comprehensive Income of H 62.65
million (previous year: H (22.68) million), stood at H 3,520.71 million
as against H 1,821.82 million in the previous year, an increase of
93.3%.

The consolidated net profit margin improved to 7.2% in
FY 2025-26 from 4.9% in FY 2024-25.

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 26 the year under review, the Board has made
an allotment of 3,66,322 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 Scheme II.
The Scheme I of said ESOP Plant 2020 has no outstanding
options and stand closed.

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 the ESOP 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.

Further, during the year on December 23, 2025, the Nomination
and Remuneration Committee granted 4,21,947 options to
eligible employees under the ESOP Plan 2023. The Trust during
the year has acquired 131,643 equity shares of the Company
and on February 10, 2026, the Trust transferred 37,035 equity
shares of face value H 10 each to eligible employees pursuant to
the exercise of stock options under the said Plan.

Dividend

The Board of Directors of your Company have recommended a
final dividend of H 1.50 per equity share (i.e. 15% on Face value
of H 10) (FY 25: H 1.50 @ 15%) for the financial year ended March
31, 2026, subject to approval of Members at the ensuring Annual
General Meeting.

The dividend proposed by the Directors is in line with Dividend
Distribution Policy of the Company. The Dividend Distribution
Policy can be accessed athttps://www.syrmasgs.com/investor-
relations/codes-and-policies/.

Transfer to Reserves

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

Credit Rating

The details of Credit Ratings as provided by India Ratings and
Research are as follows:

During the year under review, the Credit Ratings were upgraded/
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 (IEPF Rules), the
unclaimed dividend/entitled amount that remains unclaimed for
a period of seven years or more is required to be transferred to
the IEPF administered by the Central Government, along with the
corresponding shares to the demat account of IEPF Authority.

During the year under review, your Company was not required
to transfer any unclaimed funds to IEPF.

Public Deposits

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

Change in the Nature of Business

Your Company is a leading electronics system design and
manufacturing (ESDM) company, has acquired 60% majority
stake in Elcome Integrated Systems Private Limited, a
long-established Indian Defence and Maritime electronics
company specialising in advanced electronic systems,
integrated command solutions, and indigenous mission-critical
technologies. This acquisition marks a strategic step for your
Company in advancing its presence in Defence Electronics, an
area of increasing national priority.

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) in the
utilisation of the Initial Public Offer ("IPO") & Qualified Institutions
Placement ("QIP") proceeds, as stated in the objects of the Offer
in the Prospectus and Placement Document of the Company. The
Audit Committee has during the year reviewed the statements
placed before it on a quarterly basis.

Consolidated Financial Statements

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

Subsidiary Companies, Associates & Joint
Ventures

As on March 31, 2026, your Company has thirteen Subsidiaries
as under:

*Step-down Subsidiary -

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

- Elcome Integrated Systems Private Limited has a wholly owned subsidiary,
Navicom Technology International Private Limited Accordingly, Navicom
Technology International Private Limited is a step-down Subsidiary of Syrma
SGS Technology Limited.)

During the year under review, SGS Tekniks Manufacturing Private
Limited ceased to be a subsidiary of the Company following the
effectiveness of the Scheme of Amalgamation sanctioned by
the Hon'ble National Company Law Tribunal, Mumbai Bench.
Consequent to the transfer and vesting of its entire undertaking,
assets, and liabilities, SGS Tekniks Manufacturing Private Limited
stood dissolved without winding up

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

During the year under review, as mentioned in the proceeding
para SGS Tekniks Manufacturing Private Limited, a material
subsidiary got amalgamated with the Company and as on March
31, 2026, the Company has do not have any material subsidiary.
Your Company has formulated a policy for determining Material
Subsidiaries. The policy is available on your Company's website
athttps://www.syrmasgs.com/investor-relations/codes-and-
policies/.

Your Company had entered into a Joint Venture Agreement
(JVA) with SH Electronic Co. Limited, South Korea and Syrma
Strategic Electronics Private Limited (JV Co), on July 15, 2025
for manufacturing of Printed Circuit Board (PCB) for automobile
electronic equipment, home electronic appliances, IT and
medical services in India. In terms of the JVA, Syrma Strategic
Electronics Private Limited, the JV Company has issued
and allotted 75% of its Paid-up Capital to your Company at a
consideration of H 36,00,30,576/- and 25% of its Paid-up Capital
to SH Electronic Co. Limited at a consideration of H 12,18,00,192/.
Later, the JV Co was renamed to Shinhyup Syrma Circuits
Private Limited.

Your Company has entered into a Joint Venture Agreement ("JVA")
with Elemaster S.p.A Tecnologie Elettroniche ("Elemaster")
and Syrma SGS Design and Manufacturing Private Limited on
September 1,2025. Elemaster is a global electronics design and
manufacturing leader headquartered in Italy. Pursuant to the said
JVA, Syrma SGS Design and Manufacturing Private Limited (to
be renamed as "Syrma SGS Elemaster Private Limited"), will
establish a dedicated India-focused platform to serve high-
reliability customers across the railway, industrial, and medical
electronics sectors. On April 14, 2026, the JV Company has
allotted 60% of its stake to your Company at a consideration
H 32,69,90,092/- and allotted 40% of its stake to Elemaster at a
consideration of H 21,98,99,996/-.

On November 10, 2025 your Company has executed a
securities subscription and purchase agreement ("SSPA") and
shareholders' agreement ("SHA") with the promoters of Elcome
to acquire the entire paid-up share capital of Elcome Integrated
Systems Private Limited ("Elcome"), and for Elcome to acquire the
entire paidup share capital of Navicom Technology International
Private Limited ("Navicom") such that post-acquisition, Navicom
was to become a wholly-owned subsidiary of Elcome. On
December 17, 2025 pursuant to the first tranche, the Company
has acquired 60% of the total paid-up share capital of Elcome
for an aggregate consideration of H 235 crores by way of a mix
of primary and secondary investment. Post the infusion of funds
by the Company, Elcome acquired 100% equity shareholding in
Navicom which becomes wholly owned subsidiary.

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 V of note no. 51 to the
standalone financial statements for the financial year ended
March 31, 2026.

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 weblinkhttps://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

No material changes occurred during the stated period except
as disclosed and matters forming part of this report

2. 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.

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

Familiarisation 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 from 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 29, 2026, 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. Jayesh Nagindas Doshi (DIN: 00017963), Non¬
Executive Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible has offered
himself for re-appointment. Member's approval is sought for
his reappointment.

Meetings of the Board

The Board of Directors met eight (9) times during the Financial
Year viz.

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
linkhttps://www.syrmasgs.com/investor-relations/codes-and-
policies/.

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

Board Evaluation

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

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

The Board Evaluation cycle was completed by your Company
internally led by the lead Independent Director and 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 victimisation 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
athttps://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' Reporta. 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, 2026. The Cost Auditor has submitted
the Cost Audit Report for the financial year ended March
31, 2026 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 July 29, 2026, 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 2026-27.

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 2026-27 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, the Company had appointed M/s. DPV & Associates
LLP., Practicing Company Secretaries, (Firm Registration
No. L2021HR009500) as Secretarial Auditors, for a period
of 5 years commencing from Financial year 2025-26 till
Financial Year 2029-30.

Secretarial Audit report for the financial year 2025-26 issued
by M/s DPV & Associates LLP., in the prescribed form, is
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, none of the 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, were appointed as Internal Auditors of the
Company at the meeting of the Board of Directors held on
May 13, 2025, to review various operations of the Company
and report their findings to the Audit Committee.

The Internal Auditors had submitted their reports to the
Audit Committee on quarterly basis on operations of the
Company in terms of approved scope and audit planning.

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 athttps://
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

The Company recognizes its human capital as a vital strategic
partner in driving sustained organisational growth and
competitiveness. As the Electronic Manufacturing Services
(EMS) industry rapidly evolves due to technological acceleration
and shifting market demands, the Human Resources function
remains focused on cultivated a robust talent ecosystem. This
is achieved through targeted internal talent development paired
with rigorous external acquisition strategies. Comprehensive
skill enhancement programs and structured cross-functional
exposure ensure the workforce remains resilient and adaptable
in a fast-paced operating environment.

To maintain technical excellence and operational agility, the
Company provides formalised training, targeted mentorship, and
professional coaching. These frameworks empower employees
to continuously adapt to emerging industry trends and disruptive
technologies. The Company fosters an organisational culture that
values continuous learning at all levels, ensuring the workforce
remains future-ready and technically proficient.

The Company is committed to fostering a diverse and inclusive
workplace, extending equal opportunities to individuals across
various backgrounds and advancing gender diversity. To
support holistic employee care and long-term retention, the
Company has instituted progressive, employee-centric policies.
These initiatives extend beyond standard health coverage to
incorporate comprehensive mental wellness programs and strict
physical safety protocols. Furthermore, the Company leverages
advanced digital platforms to streamline human resource
operations, optimising administrative efficiency and data-driven
decision-making.

Syrma SGS deploys a comprehensive portfolio of programs
designed to optimize employee growth, well-being, and
organisational engagement. These initiatives prioritize leadership

development, performance recognition, and a supportive
workplace culture through the following frameworks:

• FUTURE BETS Program: High-potential talent
identification and development.

• Graduate Engineer Trainee (GET) Scheme: Structured
onboarding and technical integration for emerging
engineering talent.

• Rewards & Recognition Programs: Frameworks
designed to celebrate and incentivize high performance.

• People Initiatives: Focused programs aimed at
enhancing workplace culture and employee relations.

• Training Updates: Structured, ongoing educational
modules aligned with industry advancements.

• Excellence Centre: Specialised hubs for technical
Upskilling and innovation.

• CARE Behavioural Training Modules: Focused
training to instil core organisational values and
behavioural competencies.

• Employee Well-being Initiatives: Holistic health,
safety, and wellness programs.

Enterprise Risk Management

The Risk Management Committee ("the Committee") proactively
identifies operational risks across all functional areas in
accordance with the Board-approved Risk Management Policy,
implementing appropriate measures to mitigate exposure.

The Committee systematically reviews the key risks applicable to
the Company at regular intervals, alongside the strategic actions
deployed to address them. In the opinion of both the Committee
and the Board, there are currently no identified risks that threaten
the Company's status as a going concern or its long-term
existence. The Company maintains a robust Risk Management
Policy, which undergoes periodic reviews to ensure alignment
with changing market dynamics and regulatory standards.

Comprehensive details regarding the composition, mandate,
and activities of the Committee are disclosed within the
Corporate Governance Report, which forms an integral 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
athttps://www.syrmasgs.com/investor-relations/ codes-and-
policies/.

Internal Control Systems

The Company has an adequate Internal Control System
commensurate with the size and nature of its business. The
preparation, designing and documentation of Policy on
Internal Financial Control have been finalised and implemented
which is being reviewed periodically and modified suitably to
ensure controls. The internal audit functions are carried out
by 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

The Company continues strengthen its cybersecurity framework
through a proactive and risk-based approach to address the
evolving cyber threat landscape. Key initiatives undertaken
during the year include:

• Strengthened email security to prevent phishing and
spam attacks.

• Enhanced endpoint protection.

• Continuous monitoring of critical IT infrastructure and
network security.

• Periodic cybersecurity awareness training and phishing
simulation for employees.

• Regular Vulnerability Assessment & Penetration Testing
(VAPT), security patching, and backup reviews to improve
cyber resilience.

These initiatives have further strengthened the Company's
cybersecurity posture and operational resilience. During
the year under review, the Company did not experience any
material cybersecurity incidents, data breaches, or loss of
critical information.

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 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.

Annual Return

As required under Section 134(3)(a) of the Act, the copy of Annual
Return for the financial year 2025-26, is placed on the Company's
website and can be accessed athttps://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 organisation
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.

• We 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 2025-26.

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, 2026, 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, 2026 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. I ssue 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: July 29, 2026 Chairman

Place: Mumbai DIN: 00054553