Symphony Ltd

Dear Members,

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

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

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

( H in Crores except per share data)

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

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

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

The Board has recommended a final dividend of H8.00 (400%) per equity share having face value of H2.00 each, subject to approval of members at their ensuing annual general meeting for the financial year ended on March 31, 2025. The aggregate dividend for the financial year ended on March 31, 2025, would be H13.00 (650%) [including interim dividends of H5.00 (250%)] per share. The total pay-out towards dividend for the financial year 2024-25 would be H89.30 Crores and towards buyback of shares H89.2 Crores (including buyback tax and incidental expenses), translating into a total payout of H178.4 crores i.e., translating into a dividend pay-out of 84% on consolidated net profit, which is in line with the dividend pay-out as mentioned in the Dividend Distribution Policy of the Company.

During the year under review, the Company completed a buyback of 2,85,600 equity shares for an aggregate amount of H71.40 Crores through the tender offer route from its existing shareholders.

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

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

Symphony believes in maintaining a fair balance over a long term, between pay-out/reward to the shareholders, and cash retention. The Company has been conscious of the need to maintain consistency in pay-out/reward to the shareholders. The quantum and manner of pay-out/reward to the shareholders of the Company shall be recommended by the Board of Directors of the Company.

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

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

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

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

Received E_e award 2024 for ‘Thandi Thandi Rimjhim Feeling' a seasonal marketing.

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

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

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

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

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

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

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

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

In accordance with Section 129(3) of the Companies Act, 2013 (‘the Act'), the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form No. AOC-1, is annexed to the financial statements of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays, up to the date of the Annual General Meeting as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statement, financial statements of subsidiaries, and all other documents required to be attached to this report have been uploaded on the website of the Company — https://www.symphonylimited.com/ investor/results/#1668762167371-3516390d-82bd.

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

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

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

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

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

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to the Board's Report as Annexure – 2. There are no qualifications, reservations, adverse remarks, or disclaimers by the Secretarial Auditors in their Secretarial Audit Report; thus, it requires no further clarifications or comments. In terms of Regulation 24A of SEBI Listing Regulations, the Company proposes to appoint M/s. SPANJ & Associates, Practising Company Secretaries, (Firm Registration No. P2014GJ0034800 and Peer Review

No. 6467/2025 valid upto February 28, 2030), as the Secretarial Auditors of the Company to hold office for a period of 5 (five) consecutive years from the conclusion of the 38^th Annual General Meeting (AGM) until the conclusion of the 43^rd AGM of the Company. Your Directors recommend that the proposed resolution relating to the appointment of Secretarial Auditors be passed by the requisite majority at the ensuing AGM. The Secretarial Auditor shall conduct the Secretarial Auditor for the financial years ending March 31, 2026 to March 31, 2030.

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

Mr. Santosh Nema has been appointed as an Independent Director of the Company for a second consecutive term of five years with effect from July 31, 2024, by the members of the Company in their Annual General Meeting (AGM) held on August 06, 2024. The members of the Company in their AGM held on August 06, 2024, had appointed Ms. Malavika Harita (DIN: 09005600) as an Independent Woman Director of the Company for a period of five years effective from August 06, 2024.

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

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

The Board is of the opinion that the Independent Directors of the Company are independent of the management, possess requisite qualifications, experience, pro_ciency and expertise in the fields of sales and marketing, finance, quality, innovation, product design, supply chain management, strategy, legal and regulatory and governance aspects, and they hold highest standards of integrity.

In accordance with Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the Company has been placed on the website of the Company and can be accessed at: https://symphonylimited.com/investor/shareholding-information/#1671017217777-cb792392-5f42.

Pursuant to Section 134(5) of the Act, the Directors of the Company hereby state and confirm that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Indian accounting standards have been followed and there are no material departures from the same; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, read with rules made thereunder, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a going concern basis; (e) they have laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively;

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

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

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

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

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

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

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

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

All transactions with related parties during the year were conducted on an arm's length basis and in the ordinary course of business. These transactions were presented to the Audit Committee and the Board for approval. The Company also obtained omnibus /prior approval annually for repetitive transactions. All related party transactions are reviewed and approved by the Audit Committee and the Board on a quarterly basis. There are no materially significant related party transactions that could conflict with the Company's interests. The disclosure of related party transactions as required under Section 134(3)(h) of the Act is not applicable to your Company. Members can refer to Note No. 34 of the standalone financial statement for related party disclosures pursuant to IND AS.

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

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

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

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance, its committees, and all the directors of the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of the Board, the committee, and all directors of the Company as required under the Act and the Listing Regulations. The criteria for evaluating the Board broadly encompass the directors' competency, experience, and qualifications, as well as the Board's diversity. It also includes meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, and risk evaluation, among other aspects. The criteria for evaluating the committee include its mandate and composition, effectiveness, structure and meetings, independence from the Board, and contribution to Board decisions.

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

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

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

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

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

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

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

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

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

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

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

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

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

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

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

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

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

Your Directors state that no disclosure or reporting is required for the following matters, as there were no such transactions during the year under review: a. Issuance of shares with differential rights as to dividend, voting, or otherwise. b. Issuance of shares (including sweat equity shares) to employees of the Company under any scheme. c. Neither the Managing Directors nor the Executive Director received any remuneration from any of the Company's subsidiaries during the year. d. There were no instances of one-time settlements with any bank or financial institution.

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