Signet Industries Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the Companys Fortieth Annual Report and the Companys audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The audited financial statements of the Company as on March 31, 2025 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. In Lacs)

Particulars	2024-25	2023-24
Sales & Other Income	118131.75	121821.41
Total Expenditure excluding finance cost & depreciation	109115.59	112892.55
Earning before Finance Cost, Depreciation & Tax	9016.17	8928.87
Less: Finance Cost	5855.35	5647.66
Depreciation & Amortization Expenses	935.11	975.07
Profit before Tax and extraordinary items	2225.71	2306.14
Exceptional & Extraordinary items	0	0
Profit before Tax	2225.71	2306.14
Current Tax	(722.00)	(713.00)
Deferred Tax	103.78	91.19
Tax Relating to Earlier Year Tax	(43.34)	(138.98)
Profit (Loss) for the Year	1564.15	1545.34
Basic & Diluted Earnings Per Equity Shares of Face Value of Rs. 10/- each. (In Rs.)	5.19	5.12

2. PERFORMANCE HIGHLIGHTS

The Company during the year 2024-25 under review has registered Total Income of Rs. 118131.75 lacs as against Rs. 121821.41 lacs in the corresponding previous year 2023-24. The Company has earned Profit before Tax amounting to Rs. 2225.71 lacs during the year under review as against Rs. 2306.14 lacs in the corresponding previous year. Net profit after tax for the year under review is Rs. 1564.15 lacs as against Rs. 1545.34 lacs in the corresponding previous year.

A fire broke out on 11th April, 2025 in the open space of the Plant at Pithampur where HDPE Pipes & Sprinkler Pipes were stored, that caused losses in some part of inventory. There was no human casualties. The total financial losses were estimated as Rs. 499.37 Lacs & necessary adjustment have been made in Books of Accounts. which have occurred between the end of the financial year and till the date of this report.

3. DIVIDEND

The Board considering the Companys performance and financial position for the year under review recommended a dividend pay-out of Rs. 0.5 per equity shares for the year ended 2024-25 subject to the approval of the shareholder at the ensuing AGM. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

4. UNPAID/UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, an amount of Rs. 9.05 lacs of unpaid/unclaimed dividends is due for transfer to the Investor Education and Protection Fund.

5. BOARD OF DIRECTORS a. Directors & Key Managerial Personnel

Re-appointments : In accordance with the Articles of Association of the Company and Section 152 of The Companies Act,2013, Mr. Saurabh Sangla (DIN: 00206069), Non-Executive

Director is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

In accordance with provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read with Schedule IV to the Companies Act, 2013 (‘the Act), the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations), as amended from time to time, and on the recommendation of the Compensation and Nomination & Remuneration Committee and of the Board of Directors, Ms. Reshma Lalwani (DIN: 00973413), who holds office as an Independent Director up to 13th August, 2025, be and is hereby re-appointed as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years with effect from 14th August, 2025.

b. Declaration from independent Directors : The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Directors Database maintained by the IICA.

None of the Directors of the Company are disqualified for appointment as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

c. Number of meeting of Board of Directors

During the year under review, 12 (Twelve) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

d. Familiarization program for Independent Directors

The Company conducts Familiarization Program for the Independent Directors to enable them to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities for the purpose of contributing significantly towards the growth of the Company. They are given full opportunity to interact with Senior Management Personnel and are provided with all the documents required and/or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.

e. Performance Evaluation of Board, Committee and Directors

In accordance with applicable provisions of The Companies Act, 2013 and Listing Regulations, the evaluation of the Board as a whole, committees and all the Directors was conducted, as per the internally designed evaluation process approved by the Board. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy. The evaluation tested key areas of the Boards work including strategy, business performance, risk and governance processes. The evaluation considers the balance of skills, experience, independence and knowledge of the management and the Board, its overall diversity, and analysis of the Board and its Directors functioning.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

f. Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

g. Committees of the board

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has the following four (4) committees:

i). Audit Committee ii). Nomination and Remuneration Committee iii). Stakeholders Relationship Committee iv). Corporate Social Responsibility Committee

The Company has also constituted Internal Complain Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Committees is provided in the Corporate Governance Report.

h. Director Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) the Directors had 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) the Directors had prepared the annual accounts on a ‘going concern basis;

e) the Directors had 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) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6. FINANCE

a. Particulars of Loans, Guarantees or Investments:

The Particulars of loans, guarantees and investment made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements..

b. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on http://www.groupsignet.com/investors/policy. All Related Party Transactions are placed before the

Audit Committee for review and approval of the Committee on a quarterly basis. Also the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year, for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length.

All the related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

7. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaint Committee in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve all sexual harassment complaints reported by women. During the year there is no complain regarding the Sexual Harassment of Women at Workplace.

8. MATERNITY BENEFIT ACT:

The Company confirms compliance with the Maternity Benefit Act, 1961, and has provided statutory benefits to eligible women employees during the year, as applicable.

9. DETAILS OF DIFFERENCE IN VALUATION:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution during the financial year. Hence this clause is not applicable.

10. DETAILS OF ANY PROCEEDING PENDING

U N D E R T H E I N S O LV E N C Y A N D BANKRUPTCY CODE, 2016:

No application has been made or any proceedings are pending under the Insolvency and Bankruptcy Code (IBC), 2016

11. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025 in Form MGT - 9 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at :https://www.groupsignet.com/investors/Annual Return.

12. VIGIL MECHANISM / WHISTLE BLOWER

POLICY

The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and Insider Trading Code.

The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of the Code or an event an employee becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concern. No person has been denied access to the Chairman to report any concern.

Further, the said policy has been disseminated within the organization and has also been posted on the Companys website

athttp://www.groupsignet.com/investors/policies

13. MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industry structure, developments, performance and state of affairs of the Companys various businesses viz., the decorative business international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year (Annexure I).

14. C O N S E R VA T I O N O F E N E R G Y , 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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014, as amended from time to time is annexed to this Report as (Annexure II).

15. CORPORATE SOCIAL RESPONSIBILITY

SIL has established CSR Committee as per the provision of the Companies Act, 2013. CSR

Committee recommends CSR activities to be undertaken by the Company, to the Board as specified in Schedule VII of the Companies Act, 2013 ( here in after referred to as "the Schedule VII"). SIL will spend, in every Financial Year, at least 2 per cent of the average net profits of the Company made during the 3 immediately preceding Financial Years, in pursuance of the Companies Act, 2013 and rules framed there under for the purposes specified in Schedule VII and also in pursuance of this CSR Policy. The details of the same are attached as (Annexure III) in the report.

16. AUDITORS & THEIR REPORT

A. Statutory Auditors:

The Board of Directors of the Company at their meeting held on August 10, 2022 appointed SMAK & Co., Chartered Accountants, Chartered Accountants, Mumbai (ICAI Firm Registration No. 020120C) as Statutory Auditors of the Company for a second term of five (5) consecutive years from the conclusion of 37th AGM till the conclusion of 42nd AGM.

The Audit report for the financial year 2024-25 does not contain any qualification, reservation or adverse remarks. Further, during the financial year 2024-25, the Statutory Auditors have not reported any instances of fraud to the Audit Committee or Board as per Section 143(12) of the Companies Act, 2013.

B. Cost Auditors:

During the year under review the Company in its Board meeting dated 30th May, 2025 has appointed M/s Dhananjay V. Joshi & Associates, Cost accountants, (Firm Registration 000030) as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2026.

Your directors propose to approve their remuneration at the forthcoming Annual General Meeting.

C. Secretarial Auditors:

Pursuant to the provisions of Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), read with the applicable Circulars issued there under from time to time, and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of Audit Committee and Board of Directors of the company, the Board of Directors, at its meeting held on May 30, 2025, appointed M/s M. Maheshwari & Associates, Company Secretaries, as the Secretarial Auditors of the Company for a period of five consecutive years, from April 1, 2025 to March 31, 2030 ("the Term"), on such terms and conditions, including remuneration, as may be determined by the Board of Directors (which expression shall include any Committee thereof or person(s) authorized by the Board).

The Board has also been authorized to obtain from the Secretarial Auditor, such other services, certificates, or reports as may be eligible under applicable laws, at a remuneration to be determined by the Board.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, as issued by M/s M. Maheshwari & Associates, Company Secretary, forms part of this report and is enclosed as Annexure-IV. The report is self-explanatory. Below is the response to the qualifications, reservations, adverse remarks, disclaimers, or observations made by the Secretarial Auditor:

Response -

1. In some cases, the Company has not filed Form CHG-4 with the Registrar of Companies for charges satisfied or released against loans repaid, as required under the Companies Act, 2013.

The Company has repeatedly sent several letters to the Bank requesting issuance of the No Objection Certificate (NOC) and confirmation regarding the satisfaction or release of charge created against the loans. However, despite multiple follow-ups, the Company has not received any response or NOC from the Bank till date.

2. The National Stock Exchange and BSE Limited have issued warning letters regarding the retrospective reappointment of Mr. Palak Malviya and Mr. Mayank Shrivas as Independent Directors for their second term, approved by the Board on May 30, 2024, with retrospective effective dates of March 25, 2024, and May 22, 2024, respectively.

The Company place the matter regarding the reappointment of Mr. Palak Malviya and Mr. Mayank Shrivas as Independent Directors, with retrospective effect, duly discussed before the Board of Directors in the Board Meeting. The Board took a considered decision in this regard. The Company acknowledges the observations made by the National Stock Exchange and BSE

Limited, and undertakes to ensure strict compliance with all applicable regulatory requirements in the future, so that such instances do not recur.

d. Internal Auditors

In compliance with the provisions of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, your Company has appointed Mr. Ritesh Bhansali as Internal Auditors for the Financial Year 2025-26.

e. Reporting of Fraud by auditors

During the year under review neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its director, officers or employees, the details of which would need to be mentioned in the Boards report.

17. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of the corporate governance is appended and forms a part of this report along with the certificate of Non-Disqualification of Directors received from Practicing Company Secretary as the Annexure VI and X of the Corporate Governance Report (ANNEXURE V).

18. DISCLOSURES

a. Material Changes And Commitments

During the year under review, an unfortunate incident of fire occurred at the Companys manufacturing unit located at Plot no. 462-465 and 476 -478, Industrial Area, Sector-3, Pithampur, Dist-Dhar-454775, on 11th June, 2024. The fire was promptly brought under control with the assistance of the Administration, local fire department & emergency services. Fortunately, there were no casualties or injuries reported.

The incident resulted in damage to certain machinery and inventory. The Company has initiated necessary repairs and restoration work to resume normal operations. The unit was adequately insured, and the Company has lodged a claim with the insurance company. The process of assessment and settlement is underway.

b. Change in the Nature of Business, If Any

There was no change in the nature of business of the Company during the Financial Year ended 31st March 2025.

c. Secretarial Standards

The 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.

d. Significant and Material orders passed by the Regulators or Courts or Tribunals:

During the year under review, the Company had filed an application with the Securities and Exchange Board of India (SEBI) under Regulation 11 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, seeking exemption from making an open offer in respect of a proposed direct and indirect acquisition of shares of Promoters and the Promoters Group by the Trust (Private Family Trust of Promoters) in the Company.

SEBI after due examination passed the exemption order dated 14th August, 2024 vide reference number WTM/ASB/CFD/5/2024-25, granting the requested exemption. The acquisition was carried out in accordance with the terms and conditions prescribed in the said order of SEBI.

e. Details of Fixed Deposits

During the year under review, the Company has not accepted any Deposit under Section 73 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. It is further stated that the Company does not have any deposits which are not in compliance with the requirements of Chapter V of The Companies Act, 2013.

19. PARTICULARS OF EMPLOYEES

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report, as

(Annexure XI).

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

20. INTERNAL FINANCIAL CONTROL

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors of the Company conducts Audit of various departments to ensure that proper internal controls are in place.

21. ACKNOWLEDGEMENT

We would like to thank all our Stakeholders viz. Shareholders, Investors, Bankers, Customers, Suppliers, Government agencies, Stock exchanges, Depositories, Auditors, legal advisors, consultants, business associates and service providers for their continued support, commitment and invincible enthusiasm.

The Board also places on record their deep sense of appreciation towards all its Employees for adopting the values of the Company and their hard work at all time.

	By Order of Board
	For Signet Industries Limited
	Sd/-
	Mukesh Sangla
Place: Pithampur	Chairman and Managing Director
Date: 13th August, 2025	DIN: 00189676