The Board of Directors are pleased to present the Company’s Fortieth Annual Report and the Company’s 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:

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 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 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) ofthe 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
Director’s 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 ofwhich 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.

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 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
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 BENEFITACT:

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 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 organization and has also been posted on the
Company’s 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 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).

14. 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).

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. SecretarialAuditors:

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 Board’s 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 Company’s
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 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 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