Symphony Limited — Regulatory Filings 2024

Aug 6, 2024

August 06, 2024

To, To, National Stock Exchange of India Limited BSE Limited Symbol – Symphony Security Code – 517385

Sub: Outcome of Board Meeting

Dear Sir / Madam,

We are pleased to inform you that the Board of Directors has considered and approved the following in their meeting held today:

• 1. Unaudited Standalone and Consolidated Financial Results and Limited Review Reports for the first quarter ended on June 30, 2024.
• 1. Declared 1st Interim Dividend of ₹1.00/‐ (50%) per equity share having face value of ₹ 2/‐ each for the financial year 2024‐25.
• 1. the proposal for buyback of up to 2,85,600 fully paid-up equity shares of face value INR 2/- each ("Equity Shares") by the Company ("Buyback"), representing upto 0.41% of the total number of Equity Shares of the Company, at a price of INR 2,500/- (Rupees Two Thousand Five Hundred only) per equity share payable at cash for a total consideration not exceeding INR 71,40,00,000/- (Rupees Seventy One Crores Forty Lacs only) (excluding the transaction costs such as brokerage, filing fees, advisors fees, legal fees, public announcement publication expenses, printing charges, dispatch charges, applicable taxes such as buyback tax, securities transaction tax stamp duty etc.) ("Buyback Size"), representing 9.33% and 9.99% of the total paid-up equity share capital and free reserves (including securities premium account) as per the latest audited standalone financial statements and audited consolidated financial statements of the Company for the financial year ended March 31, 2024, respectively through the "Tender Offer" route as prescribed under the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 as amended ("Buyback Regulations"), on a proportionate basis from the equity shareholders/ beneficial owners of the Equity Shares of the Company including promoters, members of promoter group, and persons acting in concert, as on the record date.

Accordingly, the public announcement and the letter of offer setting out the process and timelines of the Buyback, along with the other requisite details will be released in due course in accordance with the Buyback Regulations.

The Board has constituted a sub-committee of the Board for this purpose ("Buyback Committee") and has delegated all the powers to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, expedient or proper in connection with the Buyback to such Buyback Committee.

In terms of Regulation 5(vi)(a) of the Buyback Regulations, the Board/ Buyback Committee may, till 1 (one) working day prior to the record date, increase the Buyback price and decrease the number of Equity Shares proposed to be bought back, such that there is no change in the Buyback Size.

The pre-Buyback shareholding pattern is enclosed herewith as Annexure - B. Please note that the details regarding the post-buyback shareholding pattern have not been mentioned herein since the actual number of Equity Shares that are being bought back and the category of shareholders from whom such Equity Shares are being bought back cannot be determined at this stage.

Kindly consider this as due compliance of Regulation 30, 33 and other applicable provisions, if any of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The meeting commenced at 10:30 hours (IST) and concluded at 12:45 p.m. hours (IST).

Kindly take note of the same and oblige.

Yours Truly, For, Symphony Limited Mayur Barvadiya Company Secretary and Head - Legal MAYUR C. BARVADIY A Digitally signed by MAYUR C. BARVADIYA Date: 2024.08.06 12:56:24 +05'30'

Encl: as above.

Annexure - A

Chartered Accountants 19th floor, Shapath-V S.G. Highway Ahmedabad-380 01 S Gujarat, India

Tel: +91 79 6682 7300 Fax: +91 79 6682 7400

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF SYMPHONY LIMITED

• 1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of SYMPHONY LIMITED ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), for the quarter ended June 30, 2024 ("the Statement") being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").
• 1. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of Parent's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

• 1. The Statement includes the results of the following entities:
• i. Symphony Limited (Parent)
• ii. Symphony AU Pty Limited (Subsidiary)
• iii. Symphony Climatizadores Ltda, Brazil (Subsidiary)
• iv. Guangdong Symphony Keruilai Air Coolers Co. Limited (Subsidiary)
• v. IMPCO S. de. R.L. De. C.V., Mexico (Subsidiary)
• vi. Climate Technologies Pty. Ltd., Australia (Subsidiary)
• vii. Bonaire USA LLC, USA (Subsidiary)
• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the

Page 1 of 2

recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

1. We did not review the interim financial information of 5 subsidiaries included in the consolidated unaudited financial results, whose interim financial information reflect total revenues of Rs. 172.97 crore for the quarter ended June 30, 2024, total net profit after tax of Rs. 15.85 crore for the quarter ended June 30, 2024, and total comprehensive income of Rs. 16.07 crore for the quarter ended June 30, 2024, as considered in the Statement. These interim financial information have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

1. The consolidated unaudited financial results includes the interim financial information of a subsidiary which has not been reviewed by their auditor, whose interim financial information reflect total revenue of Rs. 1.32 crore for the quarter ended June 30, 2024, total loss after tax of Rs. 2.05 crore for the quarter ended June 30, 2024, and total comprehensive loss of Rs. 2.05 crore for the quarter ended June 30, 2024, as considered in the Statement. According to the information and explanations given to us by the Management, this interim financial information is not material to the Group.

Our Conclusion on the Statement is not modified in respect of our reliance on the interim financial information certified by the Management.

For Deloitte Haskins & Sells Chartered Accountants (Firm 's Registration No. 117365W)

Kartikeya Raval (Partner) (Membership No. 106189) (UDIN :.2.'-tjb{,18~ BkfbiXC.113::- )

Place: Ahmedabad Date: August 06, 2024

s,-
HO-	l>art cutars		(Refer Note No.6)
	Inc ome
	a Revenue from operations	531	332	302	1.1 56	Revenue
	b Other income	9	9	16	51	+76¾
	Total Income	540	341	31 8	1,207
2	Expenses
	a Cost of materials consumed	32	20	46	135
	Purchase of stock-in-trade b	162	170	64	450
	Changes ,n inventories of finished goods work-in-progress C and stock-in-trade	65	(1 91	42	16
	d Employee benefits expense	34	29	31	122
	e Finance costs	3	2	3	10
	l Depreciation and amortisation expense	5	6	7	26
	g Advertisement and sales promotion expense	52	15	41	67
	h Other expenses	75	60	52	198
	Total Expenses	428	283	286	1,024
3	Profit before Exceptional items and Tax (1-2)	112	58	32	183	EBll DA
4	Excepbonal items (Refer note no 5)			2	2	+ 298··.
5	Profit before Tax (3-4)	112	68	30	181
6	Tax Expense	24	10	8	33
7	Nel Profit for the period/year (5-6)	88	48	24	148
	Attributable to Owners of the Company	88	48	24	148
	Non Controlling Interests
8	Other Comprehensive Income
	Items that will not to be reclassified to profit or loss •			• I
	(I) Re-measurement gain/(loss) on defined benefit plans	0	1		1
	(ii) Income tax effect on above	(0)	ro)		(0)
	Items that will be reclassified to profit or loss :
	Net fair value gain/(loss ) on debt instruments (i)	(0)
	Income tax effect on above (H)	0
	Total Other Comprehensive lncome/(Loss), net of tax	0		(0)
9	Total Comprehensive Income for the period/year (7+8)	88	49	24	149
	Attributable to: Owners of the Company	88	49	24	149
	Non Controlling Interests
10	Paid-up Equity Share Capital (Face Value t 21- per share) (Refer note no 3)	14	14	14	14
11	Reserves excluding Revaluation Reserve				735
12	Eamlngs Per Share (off 21- each )'
	Basic & Diluted (f)	12.76	7.02	3.44	21 .43

a represents amount less than f 50 lacs

• EPS is not annualised for the quarters ended June 30. 2024 March 31 2024 and June 30 2023

NOTES:

1 The above financial results have been reviewed by the Audit Committee ,n ,ts meeting held on August 05 2024 and approved by the Board o Directors in their meeting held on August 06. 2024

2 The Statutory auditors of the Company have earned out llmIled review of the financial results for the quarter ended June 30. 2024

3 The Board of Directors at its meeting held on August 06. 2024 has approved a proposal to buy-back of shares at f 2 500 per share upto 2 ,85.600 equity shares being O 41% of the total paid up equity share capital for an aggregate amounl not exceeding t' 71 40 crores (excluding buyback tax)

During FY 2023-24 the Compnay has completed buy-back of IO 00 000 equity shares at f 2 0001- per share being 1 43% of the total paid up equity shaie capital for an aggregate amount f 200 crores texcludIng buyback tax)

4 The Board of Directors in their me Id on August 06 2024 declared 1st ,nt amounting to f 6 90 crores . >i'-5il'l~.r

5 IMPCO S. de R L de. C V., Me,uco had proYlded lor doubtful debts during the quarter ended June 30, 2023 of, 2 46 Cr .. being balance20% 01 Iha outstanding receivable from one of its customers as at June 30, 2023 and the same has been shown as exceptional item

6 The figures for the quarter ended March 31, 2024 are balancing figures between audited figures m respect of the full financial year and year to dale figures upto the third quarter of the financial year, which were subjected to limited rev,ew

7, Segment Results

~ per recognition criteria mentioned m Ind AS-108, Operating Segments. the Group has identified Air Cooling and Other Appliances Business as operating segment. However substantial portion of Corporate Funds remained invested m various financial instruments The Group has considered Corporete Funds as a separate segment so as to provide better unaerstandIng of performance of Air Cooling and Other Appliances Business

	!P In Crores)
			Quarter 1::nd&d
Sr. No.		30.Jun-24	31-Mar-24	30.Jun-23	Year Ended 31-Mar-24
	Particulars	(Unaudited)	(Refer Note No.6)	(Unaudited)	(Audited)
1	Segment Revenue
	a Air Cooling and Other Appliances	531	334	304	1,167
	b Corporate Funds	g	7	14	40
	Segment Total	540	341	318	1,207
2	Segment Results (Profit before Interest and Taxes - PBIT)
	a. Air Cooling and Other Appliances	106	52	19	151
	b Corporate Funds	9	6	14	40
	Segment Total	115	60	33	191
	Less: Finance Costs	3	2	3	10
	Less. Taxes	24	10	6	33
	Total Profit After Tax	88	48	24	148
3	Segment Assets
	a Air Cooling and Other Appliances	BHl	845	763	845
	b Corporate Funds	489	373	339	373
	Segment Total	1,305	1,218	1,102	1,218
4	Segment L1abilitIes
	a Air Cooling and Other Appliances	479	469	442	469
	b Corporate Funds	-	-	-
	Segment Total	479	469	442	469
5	Capital Employed (As at period/year end)		-
	a. Air Cooling and Other Appliances	392	430	403	430
	b. Corporate Funds	489	373	339	373
	Segment Total	881	803	742	803

Deloitte Haskins & Sells

Chartered Accountants 19th floor, Shapath-V S,G, Highway Ahmedabad-380 015 Gujarat, India

Tel: +91 79 6682. 7300 Fax: +91 79 6682 7400

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF SYMPHONY LIMITED

• 1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of SYMPHONY LIMITED ("the Company"), for the quarter ended June 30, 2024 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").
• 1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Place: Ahmedabad Date: August 06, 2024 For Deloitte Haskins & Sells Chartered Accountants

(Firm's Registration No. 117365W)

d<~kt.L

Kartikeya Raval (Partner) (Membership No. 106189) (U DIN :.2.~fbt:181.P>K'fb,XB.2.'S 2. 1-)

Page 1 of 1

SYMPHONY LIMITED

					(Win Crores)
	Statement of Unaudited Standalone Financial Results for the Quarter Ended on June 30, 2024
		Quarter Ended			Year Ended
$S_{L}$	Particulars	$30$ -Jun-24	31-Mar-24	$30 - Jun - 23$	31-Mar-24	Standalone YoY Growth
No.		(Unaudited)	(Refer Note) No.6	(Unaudited)	(Audited)	(96)
1	Income
	Revenue from operations a.	373	251	172	796	Revenue
	Other income b.	10		15	48	$+116%$
	Total Income	383	259	187	844
$\overline{\mathbf{2}}$	Expenses
	Purchase of stock-in-trade a.	142	137	51	377
	Changes in inventories of stock-in-trade b.	34	(7)	32	29
	Employee benefits expense c. d. Finance costs	21 $\Omega$	17	18	72 $\mathbf 0$
	Depreciation and amortisation expense	1			5
	ė. f. Advertisement and sales promotion expense	50	11	38	59
	Other expenses g	44	31	29	99
	Total Expenses	292	190	169	641
3	Profit before exceptional items and tax (1-2)	91	69	18	203	EBITDA
4	Exceptional items (Refer note no. 5)		8		8	$+1041%$
5	Profit before Tax (3-4)	91	61	18	195
6	Tax expense	22	15		42
7	Net Profit for the period/year (5-6)	69	46	14	153
8	Other Comprehensive Income
	Items that will not to be reclassified to profit or loss :
	Re-measurement (loss)/gain on defined benefit plans (i)	(0)	(0)	(0)	(0)
	Income tax effect on above (ii)	$\Omega$	n		$\Omega$
	Items that will be reclassified to profit or loss : Net fair value gain/(loss) on debt instruments (i)	(0)
	Income tax effect on above (ii)	$\Omega$
	Total Other Comprehensive Loss, net of tax	(0)	(0)	(0)	(0)	PAT
9	Total Comprehensive Income for the period/year (7+8)	69	46	14	163	$+375%$
10	Paid-up Equity Share Capital (Face Value ₹ 2/- per share) (Refer	14	14	14	14
	note no. 3)
11	Reserves excluding Revaluation Reserve				760
12	Earnings Per Share (of ₹ 2/- each)*
	Basic & Diluted (₹)	9.94	6.69	2.09	22.15

EPS is not annualised for the quarters ended June 30, 2024, March 31, 2024 and June 30, 2023.

NOTES:

1 The above financial results have been reviewed by the Audit Committee in its meeting held on August 05, 2024 and approved by the Board of Directors in their meeting held on August 06, 2024.

1. The Statutory auditors of the Company have carried out limited review of the financial results for the quarter ended June 30, 2024.

2. The Board of Directors at its meeting held on August 06, 2024, has approved a proposal to buy-back of shares at ₹ 2,500 per share upto 2,85,600 equity shares being 0.41% of the total paid up equity share capital for an aggregate amount not exceeding ₹71 40 crores (excluding buyback tax).

During FY 2023-24, the Compnay has completed buy-back of 10,00,000 equity shares at ₹ 2,000/- per share being 1.43% of the total paid up equity share capital for an aggregate amount ₹ 200 crores (excluding buyback tax).

1. The Board of Directors in their meeting held on August 06, 2024 declared 1st interim dividend of ₹ 1/- (50%) per equity share of ₹ 2/- each amounting to ₹6.90 crores.

1. The Company had given inter-company loans before March 31, 2022 to Guangdong Symphony Keruilai Air Coolers Company Limited (GSK), a whe lly owned subsidiary of the Company in China. GSK was making losses until FY 2022-23 and has negative net worth. The Company has been pro viding letter of financial support as and when required to meet its financial obligations. However, no further financial assistance was needed by GS^K. China since February, 2022 as it is self sufficient due to improved performance and cashflow. During FY 2023-24, the Company has made pro</rision for impairment loss amounting to ₹7.73 crores in accordance with the requirements of Ind AS 109. Dur^ang the June 2024 quarter, the Compnay has received ₹ 3.45 crores from GSK towards the outstanding (including accrued interest).

2. The figures for the quarter ended March 31, 2024 are balancing figures between audited figures in respect of the full financial year and year to date figures upto the third quarter of the financial year, which were subjected to limited review

7. Segment Results

As per recognition criteria mentioned in Ind AS-108, Operating Segments, the Company has identified Air Cooling and Other Appliances Business as oper fating segment However substantial portion of Corporate Funds remained invested in various financial instruments. The Company has corrisidered Corporate Funds as a separate segment so as to provide better understanding of performance of Air Cooling and Other Appliances Business

	Particulars		Quarter Ended
Sr.		$30$ -Jun-24	31-Mar-24	$30$ -Jun-23	31-Mar-24
NO.		(Unaudited)	(Refer Note No.6	(Unaudited)	(Audited)
1	Segment Revenue
	a. Air Cooling and Other Appliances	373	250	173	797
	b. Corporate Funds			14	40
	c. Un-allocable
	Segment Total	383	259	187	844
$\overline{z}$	Segment Results (Profit before Interest and Taxes - PBIT)
	a Air Cooling and Other Appliances	81	61		158
	Corporate Funds ь			14	40
	c. Un-allocable		(8)	(3)	(3)
	Segment Total	91	61	18	195
	Less Finance Costs		n		0
	Less Taxes	22	15		42
	Total Profit After Tax	69	46	14	153
3	Segment Assets
	Air Cooling and Other Appliances a	248	320	273	320
	Corporate Funds b	489	373	339	373
	c. Un-allocable	269	263	181	263
	Segment Total	1,006	956	793	966
4	Segment Liabilities
	Air Cooling and Other Appliances a	163	182	115	182
	b. Corporate Funds
	c. Un-allocable
	Segment Total	163	182	115	182
5	Capital Employed (As at period/year end)
	a. Air Cooling and Other Appliances	85	138	158	138
	Corporate Funds b	489	373	339	373
	c. Un-allocable	269	263	181	263
	Segment Total	843	774	678	774

			Quarter Ended
Sr.	Particulars	$30$ -Jun-24	31-Mar-24	30-Jun-23	31-Mar-24
No.		(Unaudited)	(Refer Note No.6)	(Unaudited)	(Audited)
	Segment Revenue
	a. India	348	221	160	732
	b. Rest of the world	25	30	12	64
	Revenue from operations	373	251	172	796
2	Segment Results (Profit before Interest and Taxes - PBIT)
	India a	88.8	55	16	182
	Rest of the world b				13
	Segment Total	91	61	18	195
	Less: Finance Costs
	Less: Taxes	$\begin{array}{c} 22 \ 69 \end{array}$	15		42
	Total Profit After Tax		46	14	153

Ahmedabad Place	By Order Of The Board For Symphony Limited Achal Bakeri Chairman & Managing Director
August 06, 2024 Date	DIN-00397573
World leader in re CINTEST NOTE: 19/6 AHMEDABAD PERSONAL	Thinking of Tomorrow till & industrial air coolers. Available in more than 60 countries Registered Office Bernman Limits C. Monday House, P. 1, TP 10, Rocklinks, Off 10 Hillmans, Nuclear San Stroter Landshi House [Web/orthour replacing tented case] Email region complement and record Phone (21 Family 11111 Fax: 691-79-66211139) LEININ SIERR R. - 4:11 - 4x1 NATHER RING RUND PULL AND LOOK LOOK HOUSE COOL HI IT . THE GRONAIRE

Annexure B

S.N.	Shareholder Category	Number of Shareholders	Total Number of Shares	% of Shareholding
1.	Promoter and Promoter Group	10	5,06,04,914	73.39
2.	Public Shareholders	52,066	77,49,331	11.23
3.	Indian Financial Institutions/	25	68,61,862	9.95
	Banks/ Mutual Funds
	Indian Financial Institutions	6	2,57,493	0.37
	Banks	-	-
	Mutual Funds	14	62,62,986	9.08
	Insurance Companies	5	3,41,383	0.50
4.	FII/ FPI/ NRIs/ GDRs/ Foreign	1,558	37,40,893	5.43
	Nationals and OCB
	FII/ FPI	111	34,32,025	4.98
	NRIs	1,447	3,08,868	0.45
	DRs	-	-
	Foreign Banks	-	-
	Total	53,660	6,89,57,000	100.00