SignatureGlobal India Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 26 th Annual Report together with the Audited Financial Statements of Signatureglobal (India) Limited ( SGIL or the Company ) for the financial year ended 31 st March, 2025.

FINANCIAL HIGHLIGHTS

The consolidated and standalone financial performance of the Company for the financial year ended 31 st March, 2025 is summarized below:

(Amount/ In Millions except Earnings Per Share Data)

Particulars	Consolidated		Standalone
	202425	202324	202425	202324
	Current Year	Previous Year	Current Year	Previous Year
Revenue from operations and other income	26,379.90	13,245.55	19,882.04	9,614.07
Operating Profit before Depreciation	1324.55	260.86	832.04	309.54
Less: Depreciation and amortization expense	273.83	216.17	209.12	191.92
Profit before Tax	1050.72	44.69	622.92	117.62
Less: Provision for Tax
Current Tax	467.88	299.74
Deferred Tax expenses/(Credit)	(411.67)	(426.90)	22.11	(103.96)
Income tax adjustments related to earlier years	(17.58)	8.61	(24.56)
Profit After Tax	1012.09	163.24	625.37	221.58
Other Comprehensive income	(10.03)	(1.68)	(4.87)	(2.20)
Total Comprehensive income	1002.06	161.56	620.50	219.38
Total Comprehensive income attributable to: Owners of Holding Company	1,000.80	160.15
Noncontrolling interests	1.26	1.41
Total Profit for the year	1,002.06	161.56	620.50	219.38
Earnings per share (face value of Re. 1/ each)	7.19	1.22	4.45	1.67

The Company has prepared the Standalone and Consolidated Financial Statements for the Financial Year 202425 in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the Act ).

As per Ind AS 115, the revenue from real estate projects is recognized only at the point of time upon the Company satisfying its performance obligation as compared to earlier percentage of completion method as per the Guidance Note on Accounting for Real Estate Transactions. Accordingly, revenue recognition for our projects occurs following the receipt of occupancy certificate and after receipt of substantial amount of collections. When the total project cost in our estimates exceeds total revenues from the projects, the loss is recognized immediately. As the outcome of the contracts cannot be measured reliably during early

stages of the project, contract revenue is recognized only to the extent of costs incurred in the statement of profit and loss.

STATE OF COMPANY S AFFAIRS

The Company has grown its operations over a decade within the Delhi NCR region and in financial year 202425, it had sold 4,130 residential and commercial units with an aggregate Saleable Area of 8.25 million square feet. Our Sales (net of cancellation) have grown at a compounded annual growth rate ( CAGR ) of 57%, from 16,900 million in Fiscal 2021 to 102,920 million in Fiscal 2025.

As of March 31, 2025, the Company had completed an aggregate Developable Area of 10.90 million square feet in its Completed Projects and an additional 3.70 million square feet in Ongoing Projects.

During the financial year, the total income has doubled from 13,245.55 million in Fiscal 2024 to 26,379.90 million in Fiscal 2025 primarily due to an increase in revenue from operations. Revenue from operations increased by 101.36% from 12,405.54 million in Fiscal 2024 to 24,980.20 million in Fiscal 2025 was mainly attributable to increase in revenue recognized in real estate projects as per Ind AS 115. Adjusted EBITDA was 3,599.41 million in Fiscal 2025 compared to 1,333.26 million in Fiscal 2024, while Adjusted EBITDA Margin was 14.41% in Fiscal 2025 compared to 10.75% in Fiscal 2024.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

During the financial year under review, the Company was allotted 3,47,49,900 (Three Crore FortySeven Lakh FortyNine Thousand and Nine Hundred) Equity Shares of 10/ each for cash at par in pursuance to the Rights Issue made by Gurugram Commercity Limited, a wholly owned subsidiary of the Company.

After closure of the Financial Year, the Company has acquired the balance 15.41% equity shareholding (4,15,600 equity shares of 10/ each) of Indeed Fincap Private Limited (Indeed). Pursuant to the said acquisition of equity shares, Indeed has become a wholly owned subsidiary of the Company w.e.f. 20 th June, 2025.

No Company has become or ceased to be subsidiary company, joint venture or associate company during the year.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31 st March, 2025, the Company has 13 subsidiary companies. The performance highlights of the material subsidiary companies during the year are given below:

Signatureglobal Homes Limited ( SGHL )

SGHL is a wholly owned subsidiary Company and is engaged in the business of real estate development.

SGHL reported turnover of 5,827.91 millions for the year ended 31 st March, 2025 (31 st March, 2024: 4,841.97 millions) and reported a net profit of 1,009.44 millions during the Financial Year ended 31 st March, 2025 visavis net profit of 657.32 millions during the previous year ended 31 st March, 2024.

Signature Infrabuild Limited ( SIL )

SIL is a wholly owned subsidiary Company and is engaged in the business of real estate development and to carry on

the business as owners, builders, colonizers, developers, promoters, proprietors, lessors, civil contractors, maintainers of residential, commercial and industrial buildings, colonies, mills & factory sheds and buildings, workshop s buildings, cinema s house buildings and to deal in all kinds of immovable properties whether belonging to the Company or not, in India or abroad.

SIL reported turnover of 1,906.27 millions for the year ended 31 st March, 2025 (31 st March, 2024: 2,743.90 millions) and reported a net profit of 115.24 millions during the Financial Year ended 31 st March, 2025 visavis net loss of 63.46 millions during the previous year ended 31 st March, 2024.

Signature Builders Limited ( SBL )

SBL is a wholly owned subsidiary Company and is engaged in the business of real estate and infrastructure development, including purchase, sale, or deal in residential and commercial projects. SBL is also carrying out the business as owners, builders, developers, colonizers etc. and maintain all types of immovable properties of any description.

SBL reported turnover of 229.60 millions for the year ended 31 st March, 2025 (31 st March, 2024: 2,133.14 millions ) and reported a net profit of 88.05 millions during the Financial Year ended 31 st March, 2025 visavis net profit of 175.01 millions in the previous year ended 31 st March, 2024.

Signatureglobal Developers Limited ( SGDL )

SGDL is a wholly owned subsidiary Company and is engaged in Real Estate Promoters, developers & Project Management Association including civil, mechanical, electrical and all other types of erection, commission projects, project trading as well as consultant for execution of projects on turnkey basis for equipment of industrial, domestic and other purposes.

It achieved turnover of 5,332.98 millions for the year ended 31 st March, 2025 (31 st March, 2024: 1,678.60 millions) and reported a net profit of 52.18 millions during the Financial Year ended 31 st March, 2025 visavis net profit of 22.05 millions in the previous year ended 31 st March, 2024.

A statement containing the salient features of the financial statements of the Subsidiaries, Joint Ventures and Associates of the Company is attached in Form AOC1 as Annexure I as required under Rule 5 of the Companies (Accounts) Rules, 2014.

The highlights of the performance of Subsidiaries and their contribution to the overall performance of the Company are included in Note No. 51 of the Consolidated Financial Statements and forms part of this Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return for the financial year ended on 31 st March, 2025 is available on the Company s website at https://www.signatureglobal.in/pdf/investor/ annualreturnfy202425.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to the provisions of Section 152(6) of the Act, Mr. Ravi Aggarwal (DIN: 00203856), Managing Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

After closure of the Financial Year, based on the report of performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 7 th August, 2025, subject to the approval of the Members at the ensuing AGM, approved the reappointment of Mr. Kundan Mal Agarwal (DIN: 00043115), Independent Director, for a second term of 5 (five) consecutive years from 2 nd April, 2026 to 1 st April, 2031. Since, Mr. Agarwal has already attained the age of 75 years, as required under the provisions of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the proposal for his reappointment under the said Regulation is being placed before the Members for their approval.

Mr. Kundan Mal Agarwal meets the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and he has also confirmed that he is not debarred from holding the office of director by virtue of any SEBI order or any other authority.

A brief resume, details of expertise and other directorships/ committee memberships etc. held by Mr. Ravi Aggarwal and Mr. Kundan Mal Agarwal, forms part of the Notice convening the ensuing AGM.

There was no change in the Directors of the Company during the year under review.

During the financial year under review, the Board, on the recommendation of the Nomination and Remuneration Committee (NRC) and Audit Committee (AC), appointed Mr. Gaurav Malik as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from 8 th August, 2024 who was relieved from the services of the Company with effect from 8 th November, 2024. Mr. Manish Garg, CFO and KMP of the Company resigned as CFO with effect from 7 th August, 2024 and was redesignated as Deputy CFO of the Company with effect from 8 th August, 2024.

Further, the Board, on the recommendation of the NRC and AC, appointed Mr. Sanjeev Kumar Sharma as CFO and KMP of the Company with effect from 7 th January, 2025.

There was no other change in KMPs during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, respectively.

In compliance with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the details of all the Independent Directors have been registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA). Further, all the Independent Directors have passed the online proficiency selfassessment test conducted by IICA except those who have been exempted by the Act.

SHARE CAPITAL Authorised Share Capital

The Authorised Share Capital of the Company as on 31 st March, 2025 was 50,00,00,000/ (Rupees Fifty Crores Only) divided into 50,00,00,000 equity shares of the face value of 1/ each. During the year under review, there was no change in the Authorised Share Capital of the Company.

Paid Up Share Capital

The paid up equity share capital as on 31 st March, 2025 was 14,05,10,691/ (Rupees Fourteen Crore Five Lakhs Ten Thousand Six Hundred and Ninety One Only) divided into 14,05,10,691 equity shares of the face value of 1/ each. During the year under review, there was no change in the Paid Up Share Capital of the Company.

SIGNATUREGLOBAL EMPLOYEE STOCK OPTION PLAN 2024 ( THE ESOP PLAN )

During the year under review, the Board in its meeting held on 29 th August, 2024, on the recommendation of the NRC, had accorded its approval to implement the Signatureglobal Employee Stock Option Plan 2024 ( the ESOP Plan ) and the same was approved by the Members of the Company at their 25 th AGM held on 28 th September, 2024.

Further, pursuant to the applicable provisions of the Listing Regulations and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ( SBEB & SE Regulations ), the Company has received an inprinciple approval for the proposed issue of equity shares under the said the ESOP Plan from both the stock exchanges i.e. BSE Limited

(BSE) and National Stock Exchange of India Limited (NSE) where the equity shares of the Company are listed.

As per the ESOP Plan, the NRC, which has been designated as Compensation Committee, after the closure of financial year, has at its meeting held on 15 th May, 2025 approved the grant of 8,50,000 (Eight Lakhs Fifty Thousand Only) stock options under the ESOP Plan to the eligible employees of the Company and its subsidiary companies. Each of the stock options is convertible into one Equity Share of face value of Re.1/ each of the Company.

It is confirmed that the ESOP Plan is in compliance with the SBEB & SE Regulations and during the year under review no material changes were made to the ESOP Plan.

The requisite disclosures as mandated under SBEB & SE Regulations is available on the website of the Company at https://www.signatureglobal.in/pdf/investor/ esopdisclosurefy202425.pdf.

A certificate has been received from M/s Deepak Sharma & Associates, Secretarial Auditors of the Company, confirming that the ESOP Plan has been implemented in accordance with the SBEB & SE Regulations and is in accordance with the resolutions passed by the Members of the Company at their 25 th AGM held on 28 th September, 2024. The said certificate will be available for inspection by Members at the ensuing AGM.

LISTING

The equity shares of the Company are listed at BSE Limited and National Stock Exchange of India Limited.

ANNUAL LISTING FEE

The Annual Listing Fees for the financial year 202526 has been paid to both the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited.

DEBENTURES

After the closure of the financial year, the Board of the Company in its meeting held on 25 th June, 2025 has approved raising of funds by issuance of Secured Listed Redeemable NonConvertible Debentures (NCDs), for an amount not exceeding 8,75,00,00,000/ (Rupees Eight Hundred Seventy Five Crore only) on a Private Placement basis, in one or more series/ tranches. The said fund raising by issuance of NCDs was approved by the Members of the Company by way of special resolution through postal ballot.

CARE Ratings Limited, a Credit Rating Agency, has assigned CARE A+ rating with Stable Outlook to the proposed NCDs.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has not declared any dividend on the Equity Shares, therefore, provisions for transfer of unclaimed/unpaid

dividend and shares to Investor Education and Protection Fund under the Companies Act, 2013 were not applicable.

DIVIDEND

The Board does not propose to pay any dividend for the financial year ended 31 st March, 2025. The Dividend Distribution Policy of the Company is available at the website of the Company at https://www.signatureglobal.in/pdf/ DividendDistributionPolicy.pdf

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no instance of onetime settlement with any Bank or Financial Institution during the financial year 202425.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the General Reserve, Debenture Redemption Reserve, Capital Redemption Reserve, etc., during the Financial Year ended 31 st March, 2025.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred between the end of the financial year of the Company and the date of this report which could affect the financial position of the Company.

RISK MANAGEMENT

During the year under review, the Board has constituted Risk Management Committee (RMC), pursuant to the provisions of Regulation 21 read with Part D of Schedule II of the Listing Regulations to frame, implement and monitor the risk management process and framework of the Company. The details of the composition of the RMC, its terms of reference, number of meetings held during the financial year, attendance at meetings and other requisite details as required under Listing Regulations are provided in the Corporate Governance Report which forms part of the Annual Report.

The RMC periodically reviews the risk landscape, effectiveness of mitigation plans and adherence to the Risk Management Policy. Risk registers are maintained and updated to reflect risk exposures and corrective actions are undertaken promptly to address critical risks. Regular risk reporting to the

RMC and the Board ensures oversight and alignment with the Company s overall governance framework.

During the year under review, the Board of Directors has approved the revised Risk Management Policy with a detailed framework to monitor the Risk Management process. The Risk Management Policy proactively identify, assess, monitor, and mitigate various types of risks that may impact the Company s business operations, financial stability, reputation, and longterm sustainability. This policy provides a structured and systematic framework for managing both internal and external risks, in alignment with the Company s strategic objectives.

Based on the risk assessments conducted, no risk has been identified which, in the opinion of the Board, threatens the existence of the Company as a going concern. Various risks that may impact our sector include Macroeconomic risk, Inflation risk, Interest Rate risk, Regulatory risk, Manpower risk, Climate risk etc. which may have a material impact on business performance if not effectively monitored and mitigated.

As per the Risk Management Policy, the RMC has constituted a subcommittee namely Risk and Compliance Committee (RCC) comprising of senior officials of the Company and delegated it with various responsibilities including to assist RMC in implementation, monitoring and reviewing the effectiveness of the risk management process. The RCC reports to RMC on matters related to risks and its mitigation plans.

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established and maintains adequate internal financial controls commensurate with the size and nature of its operations.

The Company has defined standard operating procedures and policies to ensure timely, accurate and complete financial reporting, in line with applicable accounting standards and statutory requirements. The internal control system ensures proper authorization and recording of transactions to safeguard the Companys assets from unauthorized use or disposition. The Company s internal controls ensure compliance with various regulatory requirements, including those related to accounting, taxation, company law, and industryspecific regulations. Regular audits, both internal and external, are conducted to evaluate the effectiveness of internal controls. Any weaknesses identified are promptly addressed with corrective measures.

The internal control framework also promotes operational efficiency by streamlining processes, eliminating redundancy, and ensuring costeffectiveness. The Company has implemented appropriate IT general controls and access restrictions to safeguard financial data and maintain

integrity in financial systems. The internal financial control systems are subject to continuous monitoring and evaluation by management and the internal audit team. Significant observations are reported to the Audit Committee and corrective actions are taken as necessary.

The Company has, in all material respect, adequate internal financial controls with reference to the financial statements and such controls are operating effectively.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 ( PIT Regulations ), the Company has formulated the Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons (DPs) and their immediate relatives ( Code of Conduct ) and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (Code for fair disclosure of UPSI). The Audit Committee reviews the systems for internal controls to ensure compliance with the PIT Regulations are adequate and operating effectively.

ANNUAL EVALUATION BY THE BOARD

The Board, pursuant to the provisions of the Act and Listing Regulations, has carried out an Annual Evaluation of its own performance, performance of the Board Committees and of the individual Directors (including the Independent Directors) on various parameters.

The criteria for the evaluation of the performance of the Board, the Committees of the Board and the individual Directors, including the Chairperson of the Board was approved by the NRC of the Company. The Board decided to circulate the set of questionnaires for the performance evaluation to the directors and on the basis of those questionnaires, the evaluation of the Board Committees and of the individual Directors (including the Independent Directors) was done for the financial year 202425.

The performance evaluation of the NonIndependent Directors, the Board as a whole and Chairman of the Board was carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure II of this Board s Report. In terms of Section 136(1)

of the Act, the Board s Report and Financial Statements is being sent to the Members and others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated Whistle Blower Policy to provide Vigil Mechanism to the employees including Directors of the Company to report genuine concerns and to ensure strict compliance with ethical and legal standards across the Company. The said mechanism also provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act and the Rules made thereunder and Regulation 22 of the Listing Regulations. The Company s Whistle Blower Policy is available on the website of the Company at https://www.signatureglobal.in/ pdf/investors/WhistleBlowerPolicy.pdf

During the period under review, the Company has not received any complaint under the Whistle Blower Policy of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE(S)

The Board met 6 (Six) times during the year ended 31 st March, 2025. The number of meetings of the Board and various Committees of the Board including attendance, composition etc. are set out in the Corporate Governance Report which forms part of Annual Report. The intervening gap between the meetings was within the time limit prescribed under the provisions of Section 173 of the Act and Listing Regulations.

In accordance with the provisions of Schedule IV to the Act and applicable provisions of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 19 th March, 2025 without the presence of NonIndependent Directors and members of the Management.

The Board has constituted the following Committees with adequate delegation of powers and authorities:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

V. Risk Management Committee

VI. Banking and Finance Committee

VII. Project Committee

VIII. Debenture Committee (constituted on 25 th June, 2025)

Out of the aforesaid committees, the details of the composition of the Committees, their terms of reference, attendance of Directors at meetings of the Committees and other requisite details as required under the Listing Regulations are provided in the Corporate Governance Report which forms part of the Annual Report.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS1 and SS2 issued by the Institute of Company Secretaries of India (ICSI) relating to meetings of the Board of Directors and General Meetings, respectively have been duly complied with by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 st March, 2025, the applicable Accounting Standards have been followed along with proper explanation 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 as at 31 st March, 2025 and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts of the Company on a going concern basis;

e. t hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The BRSR for the Financial Year 202425, as stipulated under Regulation 34(2)(f) of the Listing Regulations, is annexed separately forming part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is annexed separately forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to adhere to the best corporate governance practices. The separate section on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Listing Regulations forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has in place Corporate Social Responsibility Policy ( CSR Policy ) which outlines the Company s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The CSR Policy of the Company is available on the website of the Company and the weblink is: https://www.signatureglobal.in/pdf/ investors/CSRPolicy.pdf

Pursuant to Section 134(3)(o) of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Annual Report on Corporate Social Responsibility activities of the Company undertaken during the year under review, including salient features of Company s CSR Policy forms part of this Report as Annexure III .

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with Rules made thereunder, M/s Walker Chandiok & Co LLP, Chartered Accountants (FRN: 001076N/N500013) were appointed as the Statutory Auditors of the Company in the 23 rd Annual General Meeting of the Company held on 30 th September, 2022 to hold office for a period of four (4) years till the conclusion of 27 th Annual General Meeting.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion. The Notes to the Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors Report are selfexplanatory and do not call for any further comments.

SECRETARIAL AUDITORS

M/s Deepak Sharma & Associates (FCS No.: 6309, C.P. No.: 6898), Company Secretary in practice, Peer Reviewed Firm, was appointed as Secretarial Auditors of the Company for the Financial Year 202425. The Secretarial Audit Report for the Financial Year ended 31 st March, 2025 is annexed at Annexure IV . The said report does not contain any qualification, reservation, adverse remark or disclaimer.

All material subsidiaries of the Company have also undergone Secretarial Audit as required under Section 204 of the Act and Regulation 24A of the Listing Regulations.

Accordingly, the Secretarial Audit Reports for the financial year 202425 of the material subsidiary companies, issued by M/s Deepak Sharma & Associates, Company Secretary in practice are annexed at AnnexureV(a) to V(d) . The said reports are selfexplanatory and do not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Listing Regulations, the Board of Directors, on the recommendation of the AC, approved the appointment of M/s Deepak Sharma & Associates, Company Secretaries, as Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the financial year 202526 to the financial year 202930, subject to approval of the members at the ensuing AGM.

M/s Deepak Sharma & Associates, Company Secretary in practice have given their consent to act as Secretarial Auditors of the Company and confirmed that their appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and Listing Regulations and that they have no conflict of interest. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company.

A brief profile and other requisite details of M/s Deepak Sharma & Associates, Company Secretaries, forms part of the AGM Notice.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rules made thereunder, the Board, on the recommendation of the AC, has appointed M/s Jain Jindal & Co. (FRN: 025817N), Chartered Accountants, as Internal Auditors of the Company for the financial year 202425.

functions as per the scope of work assigned and their reports were placed at the meetings of the AC.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made thereunder, Board of the Company, on the recommendation of the AC, has approved the appointment of M/s Goyal, Goyal and Associates, Cost Accountants (FRN: 000100) as Cost Auditors of the Company for the financial year 202425 and the necessary resolution for ratification of the remuneration payable to the cost auditors was approved by the members of the Company in the 25 th AGM.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is required by the Company and accordingly such records are made and maintained by the Company.

The Cost Audit Report for the Financial Year 202425 as issued by M/s Goyal, Goyal and Associates, Cost Accountants does not contain any reservation or qualification or observation or suggestion.

As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Board, on the recommendation of the AC, appointed M/s Goyal, Goyal and Associates, Cost Accountants (FRN: 000100) as the Cost Auditor of the Company for the Financial Year 202526 and approved, subject to the ratification by the members of the Company, the remuneration payable to Cost Auditors. Accordingly, resolution seeking members ratification for the remuneration payable to M/s Goyal, Goyal and Associates, Cost Accountants for the Financial Year 202526 is included in the Notice convening the AGM.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR UNDER SECTION 143 (12) OTHER THAN WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There was no fraud reported in the Company during the Financial Year ended 31 st March, 2025. This is also being supported by the reports of the auditors of the Company as no fraud has been reported in their audit report under Section 143 (12) of the Companies Act, 2013 for the Financial Year ended 31 st March, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is engaged in the business of providing infrastructural facilities viz., real estate development as defined under Schedule VI read with 186(11) of the Act. Hence, the provisions of section 186 of the Act, are not applicable on the Company except subsection (1) of the said section.

The details of the loan, guarantee and investment made by the Company are given under Notes 5 and 14 of the Standalone Financials Statements of the Company for the Financial Year ended 31 st March, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188 (1) OF THE COMPANIES ACT, 2013

The Company has robust processes and procedures for identification and monitoring related party(ies) and related party transactions.

During the financial year, the Company has entered into various transactions with related parties. All related party transactions are undertaken in compliance with the applicable provisions of the Act and Listing Regulations. The detailed disclosure on related party transactions as per IND AS24 containing name of related parties and details of the transactions entered into with them have been provided under Note No. 39 of the Standalone Financial Statements of the Company.

There were no related party transactions entered into by the Company with Directors, KMPs or other related parties which may have a potential conflict with the interest of the Company. All the related party transactions entered into by the Company during the financial year were at arm s length basis and in ordinary course of business. The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC2 is attached as Annexure VI .

POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the NRC of the Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board and age limit, qualification / experience, areas of expertise and independence of individual.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations, the Board of Directors, on the recommendation of NRC of the Company, had framed Nomination and Remuneration Policy for Nomination and Appointment of Directors, Senior Management Personnel and payment of remuneration to Directors, Key Managerial Personnel and Senior Management Personnel and other employees of the Company. The Board, on the recommendation of the NRC, approves the appointment of Senior Management Personnel from time to time including the remuneration payable to them in whatever form. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for remuneration to Executive Directors of

the Company. The Nomination and Remuneration Policy of the Company is available on Company s website at https://www.signatureglobal.in/pdf/Nominationand RemunerationPolicy.pdf

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

The Company has zero tolerance towards Sexual Harassment of Women at Workplace and values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ( POSH Act ) and Rules made there under, the Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment and complying with the other applicable provisions of the POSH Act.

As per the requirement of the POSH Act and Rules made thereunder, the Company constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, the Company has not received any complaint pertaining to sexual harassment. Details of complaints received during the year under review are as follows:

a) Number of complaints of sexual harassment received in the year: Nil

b) Number of complaints disposed off during the year: Nil

c) Number of cases pending for more than ninety days: Nil

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 and extending all statutory benefits to eligible women employees. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure VII to this Board s Report.

OTHER INFORMATION

During the year under review:

There has been no issue of equity shares with differential rights as to dividend, voting or otherwise;

There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme;

No buyback of shares has been undertaken;

None of your Directors have received any remuneration or commission (except the sitting fees by the Independent Directors) from any subsidiary of the Company;

The equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges;

No significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and your Company s future operations; and

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. Their hard work and unstinted efforts enabled the Company to sustain its performance and consolidate its sectoral leadership.

The Board of Directors would like to express their sincere appreciation for assistance and cooperation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review. It will be the Company s endeavour to nurture these relationships in strengthening business sustainability.

By and on behalf of the Board of Directors For Signatureglobal (India) Limited

Pradeep Kumar Aggarwal Chairman

Place: Gurugram Date: 7 th August, 2025