The Board of Directors are pleased to present the Company's Thirty Eightth Annual Report and the Company's audited financial
statements for the financial year ended March 31,2023.

1. FINANCIAL PERFORMANCE

The audited financial statements of the Company as on March 31, 2023 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:

2. PERFORMANCE HIGHLIGHTS

The Company during the year under review has
registered Total Income of Rs. 102049.18lacs as
against Rs. 87866.85 lacs in the previous year. The
Company has earned Profit Before Tax amounting to
Rs. 1913.41 lacs during the year under review as
against Rs. 1170.16lacs lacs in the previous year. Net
profit after tax for the current year is Rs. 1305.45 lacs
as compared to Rs. 824.45lacs in the previous year.

The company continues to retain and reinforce its
market leadership in the allocated segments in which it
operates. There are no material changes or
commitments affecting the financial position of the
company which have occurred between the end of the
financial year and the date of this report.

3. DIVIDEND

The Board considering the Company's 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 2022-2023 subject to
approval from 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, 'no amount of
unpaid/unclaimed dividends is due and were
transferred during the year 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.

• As per Sections 149, 150 and 152 read with
Schedule IV of the Act, the Company had
appointed Mr. Mayank Shrivas (DIN: 08102022)
as Non-Executive Independent Director of the
Company for a term of 5 (five) consecutive years
w.e.f. May 23, 2018 to May 22, 2023. He is eligible
for re-appointment as Independent Director.
Considering the good performance evaluation
report of the director, the Board of Directors of the

Company, on the recommendation of Nomination
and Remuneration Committee, via Postal Ballot
have re-appointed him for a second term of 5 (five)
consecutive years, with effect from May 22, 2023
up to May 21, 2028. The Company has received
necessary disclosures and notice with respect to re¬
appointment of Mr. Mayank Shrivas.

• As per Sections 149, 150 and 152 read with
Schedule IV of the Act, the Company had
appointed Ms. Palak Malviya (DIN: 07795827) as
Non-Executive Independent Director of the
Company for a term of 5 (five) consecutive years
w.e.f. March 26, 2018 to March 25, 2023. He is
eligible for re-appointment as Independent
Director. Considering the good performance
evaluation report of the director, the Board of
Directors of the Company, on the recommendation
of Nomination and Remuneration Committee, via
Postal Ballot have re-appointed him for a second
term of 5 (five) consecutive years, with effect from
Mar 25, 2023 up to March 24, 2028. The Company
has received necessary disclosures and notice with
respect to re-appointment of Ms. Palak Malviya.

Appointment: Further, pursuant to Sections 149, 152,
161 read with Schedule IV and other applicable
provisions of the Act, Companies (Appointment and
Qualification of Directors) Rules, 2014 and Listing
Regulations and upon recommendation of Nomination
and Remuneration Committee, the Board of Directors
of the Company at their meeting held on August 12,
2023 have appointed Mr. Rahul Rajpoot (DIN:
10282872) as an Additional Director in the category of
Non-Executive Independent Director of the Company
w.e.f. August 12, 2023 for a period of 5 consecutive
years till July 11, 2028, subject to approval of the
shareholders at the ensuing AGM, for a period of 5
consecutive years from the date of appointment. The
Company has received necessary disclosures and
notice with respect to appointment of Mr. Rajpoot.

b. Declaration from 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 Director's Database maintained by
the IICA.

None of the Directors of the Company are disqualified
for being appointed 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, 9 (Nine) 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 2022-23 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 programme for Independent
Directors

The Company conducts Familiarization
Programme 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 Board's 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.

The information required under Section 197 of the
Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 in respect of Directors/ employees of the

Company is set out in the Annexure IX to this
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.

a. Director Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for
the year ended March 31,2023, 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, 2023 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 arm's length.

All the related party transactions entered into during
the financial year were on an arm's 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
Section134(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. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company as on 31st March,
2023 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.groipsignet.com.com/ investors/Annual
Report.

9. 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 behaviour, actual or suspected fraud or
violation of the Company's 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 organisation and has also been posted on the
Company's website

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

10. 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 Company's 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).

11. 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
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).

12. 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.

13. AUDITORS & THEIR REPORT

A. Statutory Auditors:

M/s. SMAK & Co., Chartered Accountants,
Chartered Accountants, Mumbai (ICAI Firm
Registration No. 020120C), were appointed as
Statutory Auditors of the Company at the 33rd
Annual General Meeting (AGM) held on
September 26, 2017, for a period of five (5)
consecutive years from the conclusion of the 33rd
AGM till the conclusion of the 37th AGM.

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, subject to the approval
of the shareholders at the ensuing AGM of the
Company.

The Audit report for the financial year 2022-23
does not contain any qualification, reservation or
adverse remarks. Further, during the financial year
2022-23, 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:

Pursuant to provisions of Section 148 of the
Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, amended
from time to time, the Company has appointed
Cost Auditor M/s A. K. Jain & Associates, for the
year 2023-24 on the total remuneration of Rs.
60,000/- and has filed the Form CRA-2 to the
Registrar. Your directors propose to approve their
remuneration at the forthcoming Annual General
Meeting.

C. SecretarialAuditors:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has
appointed M/s M. Maheshwari & Associates,
Company Secretaries to undertake the Secretarial
Audit of the Company. The Secretarial Auditors in
their report for the year 2022-23 has confirmed the
compliances made by the Company except the
matters stated below:

1. The company has not fulfilled its obligation to
file Form CRA-4 for filing of Cost Audit Report
from the financial year 2020-2021 upto the
period under review.

2. Certain charges have been marked as closed in
accordance with the balance sheet for which the
company has not filed Form CHG-4 for
satisfaction of charge therefore certain charges
are listed on MCA portal.

3. Form MGT 14 for Resolutions passed in
pursuance of exercise of powers of Board of
Directorswas not filed under section 179 of the
Companies Act, 2013.

The Report of the Secretarial Audit for the year
2022-23 in the Form MR-3 is annexed herewith as
(Annexure IV).

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. Ashish Sethi as Internal Auditors
for the Financial Year 2023-24.

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 officers or
employees, the details of which would need to be
mentioned in the Board's report.

14. 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 alongwith the
certificate of Disqualification of Directors received
from Practicing Company Secretary as the Annexure
V and VIII of the Corporate Governance Report.

15. DISCLOSURES

a. Material Changes And Commitments

There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year of the Company to which
the financial statements relate and the date of this
report, which forms part of this report

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 2023.

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 impacting the
going concern status of the Company:

There are no significant and material orders passed by
the Regulators / Courts / Tribunals, which would
impact the going concern status of the Company and its
future operation

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.

16. 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 - IX).

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.

17. 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 company's 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 internal controls are in place

18. ACKNOWLEDGEMENT

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

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

By Order of Board
For Signet Industries Limited

Mukesh Sangla
Chairman and Managing Director

DIN : 00189676