Signpost India Ltd Directors Report

A statement containing the salient features of the financial statements of the subsidiaries and joint venture in Form AOC-1 is annexed as Annexure-1 to this report and as required under Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the consolidated financial statement.

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All transactions entered into by the Company with related parties were approved by the Audit Committee and placed before the Board. The related party transactions that were entered into during the financial year were at an arms length basis and in the ordinary course of business.

During the year under review, there were no material transactions with any related party as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations. Accordingly, Form AOC-2 is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is presented in a separate section and forms part of this Annual Report.

HUMAN RESOURCES

The Company made a concerted effort in acquiring the right talent in a timely manner across its businesses which was the pronounced need of the hour. Opportunities for talent mobility ensured that employees are able to experience cross-functional roles with the expected growth avenues.

Work profiles have been mapped to a methodical work plan in line with the environment in which maximum time required to be spent for optimal delivery of the work profile. These include Work from Establishment, Work from Field and Work from Site; and work executed in this planned manner ensured meeting the deliverables well. Thus, this resulted in enhanced employee productivity. There is more flexibility weaved in the work routine in the Company to meet better work-life integration and this was highly appreciated by employees.

The Company stayed invested in employee listening which led to roll out of employee-friendly policies and processes, aided by the use of the right technology. More transparency, measurement, analytics, and reporting by HR was pursued during the year. HR professionals were put through a well-crafted development programme to remain data driven, experience led, and business focused, further building their competencies in their crucial roles. All these systematic people initiatives helped the Company stay ahead of the curve despite the myriad of continuous, external market challenges.

The total number of employees as on March 31, 2026 is 485.

Below is the gender composition of the Companys workforce as on the March 31, 2026:

No. of Male Employees: 420 No. of Female Employees: 65 No. of Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

CODE OF CONDUCT

POLICIES

We are committed to upholding the highest ethical standards in all our business transactions. In accordance with the SEBI Listing Regulations, we have adopted various policies as applicable to our Company. The below policies/documents are periodically reviewed and updated by the Board to address evolving needs and compliance requirements:

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

As on the closure of the Financial Year, your Company has 8 (eight) Directors which includes 5 Independent Directors (including 2 women Independent Directors) viz. Mr. Girish Kulkarni (DIN:01683332), Chairman; Mr. Prashant Sanghavi (DIN:10729467); Mr. Sanidhya Mittal (DIN: 06579890); Ms. Sayantika Mitra (DIN:07581363) and Mrs. Amita Desai (DIN:00006933) and 3 Executive Directors viz. Mr. Shripad Ashtekar (dIN:01932057), Managing Director; Mr. Dipankar Chatterjee (DIN:06539104) and Mr. Rajesh Awasthi (DIN: 07815683).

Pursuant to the provisions of the Act, Mr. Shripad Ashtekar, Managing Director, Mr. Dipankar Chatterjee and Mr. Rajesh Awasthi, Executive Directors, Mr. Nalin Somani, Chief Financial Officer and Ms. Kinjal Mistry, Company Secretary are the KMPs of the Company. The changes in Directors and KMPs are specified below:

During Financial Year 2025-26:

a) Directors:

During the year under review, Mr. Niren Chand Suchanti (DIN: 00909388) resigned from the position of Non-Executive, Non-Independent Director of the Company with effect from July 02, 2025 due to personal reasons.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on August 14, 2025, approved the appointment of Mrs. Amita Desai (DIN: 00006933) as an Additional Director (Independent and Non-Executive) of the Company, with effect from August 14, 2025 subject to approval of the Members at the Annual General Meeting, to hold office as an Independent Director for a term of 5 (five) consecutive years commencing from August 14, 2025 to August 13, 2030 (both days inclusive). Accordingly, the shareholders of the Company at the Annual General Meeting held on September 30, 2025, approved the aforementioned appointment of Mrs. Amita Desai (DIN: 00006933) as an Independent and Non-Executive Director of the Company, not liable to retire by rotation for a term of 5 (five) consecutive years commencing from August 14, 2025 to August 13, 2030 (both days inclusive).

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on November 11, 2025, approved the appointment of Mr. Sanidhya Mittal (DIN: 06579890) as an Additional Director (Independent and Non-Executive) of the Company, with effect from November 12, 2025, subject to approval of the Members to hold office as an Independent Director for a term of 5 (five) consecutive years commencing from November 12, 2025 to November 11,2030 (both days inclusive). Accordingly, the members of the Company, by way of a Special Resolution passed through Postal Ballot on January 20, 2026, approved the aforementioned appointment of Mr. Sanidhya Mittal (DIN: 06579890), as an Independent and Non-Executive Director of the Company for a term of 5 (five) consecutive years commencing from November 12, 2025 to November 11, 2030 (both days inclusive).

b) Key Managerial Personnel (KMP):

During the Financial Year 2025-26, the following changes took place in the KMP of the Company:

• Mr. Nalin Kumar Somani was appointed as the Chief Financial Officer of the Company with effect from April 18, 2025.

• Mr. Jitesh Rajput resigned from the position of Company Secretary & Compliance Officer of the Company with effect from the close of business hours of August 14, 2025.

• Ms. Jenny Shah was appointed as Company Secretary & Compliance Officer of the Company with effect from August 15, 2025.

• Subsequently, Ms. Jenny Shah resigned from the position of Company Secretary & Compliance Officer of the Company with effect from close of business hours on January 16, 2026.

• Ms. Kinjal Mistry was appointed as the Company Secretary & Compliance Officer of the Company with effect from February 10, 2026.

Post closure of the Financial Year:

a) Directors:

• Mrs. Amita Desai (DIN: 00006933) resigned from the position of Independent and Non-Executive Director of the Company effective from closure of business hours on April 10, 2026.

• Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors by way of a circular resolution dated July 10, 2026 recommended the re-appointment of Mr. Girish Kulkarni (DIN: 01683332) and Mr. Prashant Sanghavi (DIN: 10729467) as Independent Directors of the Company for a second term of five consecutive years subject to the approval of the members w.e.f. August 6, 2026.

The Annual Report of CSR activities of the Company containing detailed information on CSR policy, its salient features, CSR initiatives undertaken during the year and details pertaining to amount spent is annexed as Annexure-2 to this Boards Report.

Risk Management Committee

The composition of the Risk Management Committee as on March 31, 2026, is given below:

1. Mr. Girish Kulkarni, Chairman (Independent Director)

2. Mr. Prashant Sanghavi, Member (Independent Director)

3. Mr. Shripad Ashtekar, Member (Managing Director)

4. Mr. Haseeb Arfath Syed, Member (Chief Business Officer)

There has been no change in the composition of the Risk Management Committee during the Financial Year and after March 31, 2026.

The composition of the Risk Management Committee is in conformity with the requirements of Section 134(3)(n) of the Act and Regulation 21 of the SEBI Listing Regulations.

The Committee is responsible for identifying, evaluating, and mitigating operational, strategic, financial, and compliance-related risks. It ensures that appropriate risk management practices are embedded within the business processes of the Company to safeguard stakeholder interests and enhance long-term value creation.

The Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter-alia, includes identification of risks which in the opinion of the Board may threaten the existence of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

a) that in the preparation of the annual accounts for the year ended March 31,2026, the applicable accounting standards had been followed and there is no material departure;

b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied consistently and judgements and estimates had been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31,2026 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care had been taken 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) that annual accounts had been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has adequate internal financial control and risk mitigation, which are constantly assessed and strengthened with new/revised standard operating procedures commensurate with its size and the nature of its business.

During the year, no reportable weakness in the operations and accounting was observed and your Company has adequate internal financial control with reference to its financial statements.

THOSE CHARGED WITH GOVERNANCE (TCWG) FRAMEWORK

To enhance audit quality, strengthen governance oversight, and ensure compliance with the Companies Act, 2013 and Standards on Auditing (SA 260 (Revised) and SA 265), and in line with the NFRA Circular dated January 07, 2026 a policy on two way Communication Between Those Charged with Governance (TCWG) and the Statutory Auditors was adopted by the Board. This Policy applies to audit of the Companys standalone and consolidated financial statements and review of quarterly standalone and consolidated financial results. The members of the Audit Committee and one Executive Director of the Company are members of the TCWG. The CFO of the Company is the Nodal Officer to ensure effective two-way communication throughout the audit.

AUDITORS

(a) Statutory Auditors

The Members of the Company at the 17^th AGM approved the re-appointment of M/s. Sarda Soni Associates, LLP, Chartered Accountants (FRN: 117235W/W100126), as the Statutory Auditors of the Company for the second consecutive term of 5 (five) years to hold the office from the conclusion of 17^th AGM till the conclusion of 22^nd AGM to be held in the year 2029. The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualification and observations/comments given in the report of the Statutory Auditors read together with Notes to accounts being self-explanatory, hence do not call for any further explanation or comments under Section 134(3)(f)(i) of the Act.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations, the Members of the Company have approved the appointment of Mr. Ankit Mazumdar, Practicing Company Secretary (COP NO. 22261), holding Peer Review Certificate No. 3089/2023 as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years commencing from April 1,2025 up to March 31,2030 to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the Financial Year under review, issued by the Secretarial Auditor, does not contain any qualification, reservation, adverse remark or disclaimer and is annexed herewith as Annexure-3 to this Boards Report.

(c) Internal Auditor

In terms of the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on February 9, 2026 has approved the re-appointment of M/s. Arun S Goel & Company, Chartered Accountants (FRN: 159592W), as an Internal Auditor of the Company for the Financial Year 2026-27.

(d) Cost Audit

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain the cost records and is exempted from the requirement of Cost Audit.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

A Report on Corporate Governance along with a certificate from the Secretarial Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI Listing Regulations, forms part of this Annual Report and is annexed herewith as Annexure-5.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with the SEBI Listing Regulations, Business Responsibility and Sustainability Report detailing the various initiatives taken by the Company on the environmental, social and governance front forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

> CONSERVATION OF ENERGY:

i. Steps taken or impact on conservation of energy: The Company considers sustainable operations a strategic priority

across its expansive pan-India media asset network. During the year under review, key energy efficiency initiatives

included:

• Smart Power Management Systems: Deployment of automated dayparting, ambient light sensors, and dynamic brightness controllers across DOOH assets to optimize power consumption based on real-time natural light conditions.

• Energy-Efficient Display Upgrades: Accelerated transition of illumination systems from traditional lighting to ultra- low-power, high-efficiency smart LED hardware across billboards, transit, and bus shelter sites.

• Remote Scheduling & Centralized Diagnostics: Utilization of cloud-based Content Management Systems (CMS) to manage power cycles remotely, enabling dynamic screen dimming during non-peak ambient hours and preventing unnecessary energy expenditure.

• Operational Facility Efficiency: Implementation of energy-conscious protocols across corporate and regional offices, including modern LED fixtures and energy-efficient HVAC operations.

ii. Steps taken by the Company for utilizing alternate sources of energy: Nil.

iii. The capital investment on energy conservation equipments: Nil.

> TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT

No research & development or technical absorption or adaption & innovation took place in the Company during the Financial

Year 2025-26. The details as per rule 8(3) of The Companies (Accounts) Rules 2014 are as follows:

i. Efforts made towards technology absorption:

a) Ad-Tech & Programmatic Integration: Ingested and deployed automated programmatic ad-serving platforms to transition traditional OOH media displays into dynamic, real-time DOOH assets.

b) AI & Geospatial Analytics: Integrated advanced computer vision, IoT sensors, and geospatial data platforms (such as Captura AI) to capture footfall, audience measurement, and campaign impression metrics.

c) Centralized Content & Asset Management Systems (CMS): Implemented cloud-based remote scheduling and device monitoring software across transit and public infrastructure media screens for real-time diagnostic checks, proof of performance (PoP), and ad delivery validation.

d) Energy-Efficient Display & Hardware Solutions: Standardized smart, low-power-consumption smart LED panels and IoT controllers to enable automated dayparting and brightness modulation across sites.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

a) Product Improvement & High-Yield Monetization: Enhanced traditional static sites into interactive, real-time programmatic ad networks, offering advertisers targeted demographic campaigns and verified impression reporting.

b) Cost Reduction: Automated central monitoring significantly reduced manual site audits, maintenance downtime, and operational site trips, optimizing overall field management costs.

c) Product Development: Developed dynamic content triggers based on contextual data (such as weather, time, and traffic patterns), introducing flexible, audience-centric advertising models.

d) Import Substitution: Sourced, customized, and integrated indigenous software interfaces, cloud middleware, and local hardware fabrication solutions, reducing dependency on proprietary foreign ad-tech platforms.

iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the Financial Year):

a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

d) Areas where absorption has not taken place, and the reasons thereof: Nil

iv. Expenditure incurred on Research and Development: Nil

> FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings : Rs. 12.59 lakhs Foreign Exchange Outgo : Nil

ANNUAL RETURN

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

The Company has in place a policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment at workplace.

There were no outstanding complaints at the beginning of the year. Further, the Company has not received any complaints of sexual harassment during the year under review.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required in terms of provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-4 to this Report.

In accordance with the first proviso to Section 136(1) of the Act, the Boards Report is being circulated to the members excluding the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays. If any Member is interested in obtaining a copy thereof, he may write to the Company Secretary of the Company in advance.

The Managing Director and Executive Directors of the Company do not receive any remuneration and/or commission from the Companys holding and/or subsidiary companies.

PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prohibition of Insider Trading to ensure prohibition of Insider Trading in the Organization.

The Trading Window is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the period under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by/against the Company as on March 31, 2026.

GENERAL DISCLOSURES

During the year under review:

a. The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.

b. The Company has not made any provisions of money or has not provided any loan to its employees for the purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Act and Rules made thereunder.

c. There was no change in the nature of business of the Company.

d. There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

e. There was no issue of shares (including sweat equity shares) to employees of the Company.

f. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

g. Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, details of transactions with persons or entities belonging to the promoter/promoter group which holds 10% or more shareholding in the Company, are furnished under note no. 28 to the Standalone Financial Statements which sets out related party disclosure.

h. The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENTS

Your Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, customers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.