Directors Report of Signoria Creation Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the 6^th Annual Report of SIGNORIA CREATION LIMITED (âyour Companyâ or âthe Companyâ), along with Audited Financial Statements for the financial year ended 31st March, 2025.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company was incorporated in 2019, in Jaipur, Rajasthan, under the Companies Act, 2013 and is engaged in the manufacturing, branding, and marketing of womenâs ethnic and fusion wear, and operates under its flagship brand âSignoriaâ, which has garnered strong recognition in the Indian apparel market. The brand has built a reputation for its wide range of Kurtis, Co-ord Sets, Gowns, Dupattas, Tops, and Kurti-Pant Sets, designed to reflect rich Indian traditions while offering contemporary comfort and versatility.

Since inception, the Company has focused on delivering high-quality, culturally inspired fashion for women, and has steadily expanded its product offerings and customer reach. Signoria has successfully positioned itself in a competitive apparel landscape by combining sustainable practices, innovative design, and consumercentric collections.

FY 2024-25 marked a period of growth and consolidation for the Company, driven by increased brand visibility, strong customer acceptance, and a scalable manufacturing model. The Company continues to strengthen its presence across offline and online retail platforms, leveraging design innovation and supply chain efficiency to meet evolving consumer expectations.

The Company was listed on EMERGE Platform of National Stock Exchange of India Limited (âStock Exchangeâ) on March 19, 2024 while it remains committed to generating long-term stakeholder value by focusing on brand building, operational excellence, and product diversification. With a view to accelerating growth and enhancing shareholder returns, Signoria Creation Limited is exploring new avenues across domestic and international markets, while continuing to build upon its foundation of trust, tradition, and trend-driven innovation.

2. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

A summary of your Companyâs financial results from continuing operations for the FY2024-25 is as under: The Highlights of financial results of your Company for the financial year 2024-25 and 2023-24 are summarized below:

in Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations & Other Income	2722.02	1,956.81
Total Expenditure	2192.69	\| 1,552.79

Profit before Interest, Depreciation, Taxation and Extraordinary Items	529.33	404.02
Depreciation & Amortization	42.66	11.02
Profit before Extraordinary Items, Interest and Tax	486.67	393
Finance Costs	80.65	\| 63.13
Profit before Extraordinary items & Tax	406.02	329.87
Add (Less): Extraordinary Items	-	-
Profit before Tax	406.02	329.87
Provision for Taxation Current tax	104.50	88.80
(-) Deferred tax	(0.32)	0.21
Profit after Tax	301.85	240.86
Earnings per Share (Basic)	6.34	28.66
Earnings per Share (Diluted)	6.34	28.66

During the year under review, the Company demonstrated meaningful progress in its operational performance. The gross revenue from continuing operations for FY 2024-25 was ? 2718.98 Lakhs as compared to ? 1954.31 Lakhs in FY 2023-24 registering a growth of 39.12% over previous year. The Operating Profit also increased by 31.02% from ? 404.02 Lakhs in the previous year to ?529.33 Lakhs in the current year. The Net Profit for the year under review stood at ?301.85 Lakhs higher by 25.32% over previous year Net Profit of ?240.86 Lakhs.

3. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and Paid-up capital is ? 4,75,80,000/- (Rupees Four Crores Seventy Five Lakhs Eighty Thousand Only) divided into 47,58,000 (Forty Seven Lakhs Fifty Eight Thousand) Equity Shares of face value of ? 10/- each.

There was no change in the paid-up share capital during the year under review. The Company does not have any outstanding paid-up preference share capital as on the date of this Report. During the year under review, the Company has not issued any shares with differential voting rights or sweat equity or warrants.

4. TRANSFER TO RESERVES

During the Financial year the company has not transferred any amount to Reserve account.

5. DIVIDEND

With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend on the equity shares of the Company for the Financial Year 2024-25.

6. LISTING OF SHARES

The Shares of the Company were listed on the EMERGE platform of National Stock Exchange of India Limited on 19^th March, 2024. The Company has paid the annual listing fee for the Financial Year 2024-25. The Equity Shares of the Company have the electronic connectivity under ISIN INE0RDE01010. To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park, Office No. S6-2, 6^th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai 400093, Maharashtra as Registrar and Transfer Agent (RTA) & Share Transfer Agent (STA) of the Company for existing physical based and allied secretarial services for its Members/Investors and for Electronic Connectivity with NSDL and CDSL.

7. MATERIAL CHANGES

(A) MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

Other than stated elsewhere in this report, there have been no material changes and commitments, if any, 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.

(B) MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

During the period under review, the registered office of the Company has been shifted from 324, Aayker Nagar II, Near RIICO Industrial Area, Mansarovar, Jaipur 302020, Rajasthan, India to Plot No. H1-74, RIICO Industrial Area, Mansarovar, Jaipur 302020, Rajasthan under the jurisdiction of Sanganer police station w.e.f 09^th September, 2024.

(C) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the Financial Year 2024-25, no Significant and Material Orders passed by the regulations or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

8. DEPOSITORY SYSTEM

As on March 31, 2025 - 47,58,000 (Forty-Seven Lakhs Fifty-Eight Thousand) equity shares of the Company

i.e. 100% of the total equity shares were held in dematerialized form.

The International Securities Identification Number (âISINâ) allotted to the Companyâs shares under the Depository System is INE0RDE01010. The Company has entered into agreement with both the Depositories

i.e., National Securities Depository Limited and Central Depository Services (India) Limited. The equity shares of the Company are frequently traded at National Stock Exchange of India Ltd.

9. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

The proceeds of the Initial Public Offer (after adjusting IPO Expenses) have been utilized by the Company upto the year ended as on 30.09.2024 as under:

S. No.	Purpose	Amount received from proceeds of IPO & Pre-IPO (? in Lakhs)	Amount utilized from net proceeds (? in Lakhs)
1	Funding the Working Capital Requirements	627.51	627.51
2	General corporate purposes	174.17	174.17
	TOTAL	801.68	801.68
*The proceeds of the Issue have been utilized only for the purpose as stated in			the Offer Documents.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays a crucial role in overseeing how the management serves the short-term and long-term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed, and independent Board of Directors and keep our governance practices under continuous review. As on March 31, 2025, the total Board strength comprised of 5 Directors out of which 2 Directors are Executive Directors, 1 Director is Non-Executive Non-Independent and 2 are Non-Executive Independent Directors. There were no changes in the composition of Board of Directors during the Financial Year 2024-25.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements. The composition and category of Directors is as follows:

S. No.	Name of Director	Designation	DIN
1.	Vasu Dev Agarwal	Chairman and Managing Director	00178146
2.	Babita Agarwal	Whole-Time Director	08505902
3.	Mohit Agarwal	Non-Executive - Non-Independent Director	07501010
4.	Harsha Tinker	Non-Executive Independent Director	10303719
5.	Pratibha Soni	Non-Executive Independent Director	09059232

Changes in Key Managerial Personnel during the period under review:

1. Mr. Shekhar Pareek tendered his resignation from the post of Company Secretary & Compliance Officer of the Company with effect from 05^th February, 2025.

2. Mrs. Priyanshi Agrawal has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 07^th February, 2025.

3. Mr. Jitendra Jain tendered his resignation from the post of Chief Financial Officer of the Company with effect from 14^th November, 2024.

4. Mr. Sanjay Kumar Saxena has been appointed as the Chief Financial Officer of the Company with effect from 07^th February, 2025.

In accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the KMPâs of the Company as on March 31, 2025 are as follows:

1. Vasu Dev Agarwal, Chairman & Managing Director

2. Babita Agarwal, Whole-time director

3. Sanjay Kumar Saxena, CFO

4. Priyanshi Agrawal, Company Secretary & Compliance Officer

Disclosure of Relationships between Directors inter se:

Name of Directors	Relationship with other Directors
Mr. Vasu Dev Agarwal Mrs. Babita Agarwal Mr. Mohit Agarwal	Husband of Mrs. Babita Agarwal and Father of Mr. Mohit Agarwal Wife of Mr. Vasudev Agarwal and Mother of Mr. Mohit Agarwal Son of Mr. Vasu Dev Agarwal and Mrs. Babita Agarwal

Retirement by Rotation:

In terms of Section 152(6) of the Companies Act, 2013 read with the rules made thereunder and as per the Articles of Association of the Company, Mrs. Babita Agarwal (DIN: 08505902), Whole time Director of the Company is liable to retire by rotation at this 6^th Annual General Meeting and being eligible has offered her candidature for re-appointment. The Board recommends his re-appointment for your approval. The notice convening the AGM includes the proposal for re-appointment of Director.

A brief resume of the Mrs. Babita Agarwal being re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company and also given as âAnnexure-Dâ of the Board Report.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2024-25, the Company held five (5) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

During the Financial Year 2024-25 a meeting of the Board of Directors was scheduled to be held on January 9, 2025. However, due to unforeseen circumstances, the meeting was cancelled, and accordingly, no business was transacted.

12. INDEPENDENT DIRECTORS

Pursuant to clause VII of the Schedule IV of the Companies Act, 2013, the Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of NonIndependent Directors and Members of Management.

During the Financial Year 2024-25, one (1) meetings of the Independent Directors were convened and held on 28.08.2024 without the presence of Non-Independent Directors of the Company.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act, and the rules made thereunder and are independent of the management.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion, the Independent Directors fulfill the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companyâs procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programs for Independent Directors are posted on the website of the Company and can be accessed at https://signoria.in/pages/policies

14. DISCLOSURES, DECLARATIONS AND ANNUAL AFFIRMATIONS

i. Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.

ii. Affirmation of all members of the board of directors and Senior Management Personnel have been received on the code of conduct for board of directors and senior management.

iii. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b), 25(8) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

iv. The Company has also received from Independent Directors, declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the â âIndian Institute of Corporate Affairsââ at Manesar, for inclusion of name in the data bank of Independent Directors.

v. The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of profit and loss of the Company for the financial year ended on 31^st March, 2025;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. the annual accounts have been prepared on a âgoing concernâ basis;

v. proper internal financial controls have been laid down by the Directors and are followed by the Company and that such internal financial controls are adequate and operating effectively; and;

vi. proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

16. MEETINGS OF COMMITTEES AND THEIR CONSTITUTION

The Board of Directors has constituted three Committees, viz;

1. Audit Committee:

The Audit Committee was constituted on 28.08.2023. The constitution, composition and functioning of the Audit Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

Mr. Jitendra Jain and Mr. Sanjay Kumar Saxena, CFO of the Company has attended meetings of Audit Committee. Mr. Shekhar Pareek and Ms. Priyanshi Agrawal acts as secretary to the Audit committee and has attended the meetings of Audit Committee which falls in there tenure respectively.

Terms of Reference:

The terms of reference of the Audit Committee are as under:

i. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

iv. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report.

v. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter.

vii. Review and monitor the auditorâs independence, performance and effectiveness of audit process.

viii. Approval or any subsequent modification of transactions of the company with related parties;

ix. Scrutiny of inter-corporate loans and investments.

x. Valuation of undertakings or assets of the company, wherever it is necessary.

xi. Evaluation of internal financial controls and risk management systems.

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

xiv. Discussion with internal auditors any significant findings and follow up there on.

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non - payment of declared dividends) and creditors.

xviii. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

xix. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.

xx. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

xxi. To investigate any other matters referred to by the Board of Directors. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger The Audit Committee also reviews the following information:

b) Management discussion and analysis of financial condition and results of operations;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

f) Statement of deviations:

i. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

ii. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

2. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee was constituted on 10.01.2024. The constitution, composition and functioning of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Terms of Reference

The terms of reference of the "Nomination/Remuneration Committeeâ are as under:

i. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration for directors, KMPâs and other employees.

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. Identifying persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

iv. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

v. Devising a policy on diversity of Board of directors

vi. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior management.

viii. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

ix. To formulate and administer the Employee Stock Option Scheme.

The company has duly formulated the Nomination and Remuneration Policy which is also available at the company website. The Policy formulated by Nomination and Remuneration Committee includes director''s appointment and remuneration including criteria for determining qualifications, positive attributes,

independence of a director and other matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors of the Company.

3. Stakeholders Relationship Committee:

The Stakeholdersâ Relationship Committee was constituted on 10.01.2024. The constitution, composition and functioning of the Stakeholders âRelationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Jitendra Jain, CFO of the Company has attended all the meetings of Stakeholdersâ Relationship Committee. Mr. Shekhar Pareek acts as secretary to the Stakeholdersâ Relationship Committee and has attended all the meetings of Stakeholdersâ Relationship Committee.

Terms of Reference:

The terms of reference of the Stakeholdersâ Relationship Committee are as under:

i. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

ii. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

iii. Review the process and mechanism of redressal of Shareholdersâ /Investorâs grievance and suggest measures of improving the system of redressal of Shareholdersâ /Investorsâ grievances.

iv. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

v. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

vi. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

vii. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

viii. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

17. ANNUAL RETURN

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) and Rule 12 of the Companies (Management and Administration) Rules, 2014 of the Act, the annual return as on March 31, 2025 is available on the website of the Company at https://signoria.in/pages/annual-reports

18. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is disclosed in âAnnexure-Aâ to this Report.

19. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture, or Associate Company as on March 31, 2025.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not advanced/given any loan or guarantee and has not made any investment covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year.

21. CREDIT RATING OF SECURITIES

During the financial year under review the Company has not taken or issued any unsupported bank borrowings or plain vanilla bonds or any debt instruments and neither has obtained any credit rating from credit rating agencies. The Members are requested to refer the Notes to the financial statements which form part of this Annual Report for detailed information.

22. AUDITORS? STATUTORY AUDITORS & THEIR REPORT

M/S Vinod Singhal & Co. LLP, (FRN. 005826C) Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 30^th December, 2020 for a period of 5 years until the conclusion of 6^th Annual General Meeting to be held in calendar year 2025.

The Board of Directors recommend them for appointment in the second tenure at the ensuing Annual General Meeting for a further term of 5 years upto the AGM to be held in the year 2030. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Y ear ended 31^st March, 2025. The Auditorsâ Report for the Financial Year ended 31^st March, 2025 on the financial statements of the Company is a part of this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

? COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the Company.

? SECRETARIAL AUDITORS

The Board of Directors of the Company has re-appointed M/s S.K. Joshi & Associates, Company Secretaries, Jaipur, as the Secretarial Auditor to conduct an audit of secretarial records for the financial year 2025-26. The Company has received consent from Mr. Sanjay Kumar Joshi to act as the auditor for conducting audit of the secretarial records for the financial year ending as on 31^st Day of March, 2026.

The Secretarial Audit Report for the financial year ended 31^st Day of March, 2025 under the Act is set out in the âAnnexure Bâ to this report.

? INTERNAL AUDITORS

The Board of Directors at its meeting held on 20th May, 2024 have appointed M/s. A J M K & Associates, Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the Financial Year 2024-25.

Further, the Board at its meeting held on 16th May, 2025 has re-appointed M/s A J M K & Associates, Practicing Chartered Accountant Firm, as the Internal Auditor of the Company for Financial Year 2025-26 for conducting the Internal Audit.

23. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

In pursuance to the provisions of Section 143(12) of the Act, the Statutory Auditors had not reported any incident of frauds (other than those which are reportable to the Central Government) to the Board of Directors of the Company during the financial year under review.

24. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to synchronize its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safe keeping of the assets and the

execution of transactions as per the authorization in compliance with the internal control policies of the Company. The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficiency and operating effectiveness of the Internal Financial Controls of the Company. The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and its operating effectiveness was also tested.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is provided as under:

A. Conservation of Energy:(i) Steps taken or impact on conservation of energy

Our company remains committed to energy conservation and continues to implement measures aimed at reducing energy consumption across its offices. We utilize energy-efficient computers and procure environmentally compliant equipment, including PCs, laptops, and air conditioners. Furthermore, the Company is actively replacing outdated, energy-intensive devices with modern, energy-saving alternatives to enhance overall efficiency and sustainability.

(ii) Steps taken by the Company for utilizing alternate sources of energy

Currently, our Company does not utilize alternative energy sources. However, we are exploring options to integrate renewable energy solutions to reduce both our carbon footprint and energy costs.

(iii) Capital investment on energy conservation equipment

To date, there has been no significant capital investment in energy conservation equipment. However, we continually assess the potential benefits of such investments as part of our strategy to enhance energy efficiency.

B. Technology Absorption:

(i) Efforts Made Towards Technology Absorption

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over

(iv) the expenditure incurred on Research and Development

To date, no such initiatives in respect of abovementioned points have been undertaken by the Company.

C. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

The Company has no Foreign Exchange earnings and outgo in the respective year

26. INVESTOR GRIEVANCE REDRESSAL

The Company is committed to providing a transparent and responsive grievance redressal mechanism for shareholders and investors. During the financial year 2024-25, the Company received a total of 03 (Three) complaints from the investors. All the complaints were successfully resolved to the satisfaction of investors with no grievances remaining unresolved or pending as on March 31, 2025.

The Detailed information regarding the complaints received and resolved by the Company is provided in the table below:

No. of complaints pending as on April 01, 2024	During the financial year		No. of complaints remain unresolved as on March 31, 2025
	No. of complaints received	No. of complaints disposed-off
0	03	03	0

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered by the Company during the Financial Year 2024-25 were on an armâs length basis and in the ordinary course of business. Details with respect to transactions with related parties entered into by the Company during the year under review are disclosed in the accompanying financial results and the details pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as âAnnexure-Câ to this Report.

28. RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. Presently, no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

The Company has framed a Risk Management Policy, for assessment and minimization of risk including identification therein of elements of risk, if any, which may threaten the existence of the Company. The said policy is uploaded on the website of the Company at https://signoria.in/pages/policies. The policy is reviewed periodically by the Board of Directors of the Company.

|29. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the Company has in place a code of conduct to regulate, monitor and report trading by insiders and for prohibition of insider trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close.

The Company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) which is also available on the Companyâs website at https://signoria.in/pages/policies.

|30. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards, SS-1 & SS-2 with respect to Board Meetings and General Meetings respectively, issued and specified by the Institute of Company Secretaries of India.

|31. DEPOSITS

The Company has not accepted any amount falling within the ambit of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of Deposits which are not in compliance with Chapter V of the Act is not applicable.

|32. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The Company does not meet the criteria as specified in Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014. Hence, there is no requirement of constitution of a Corporate Social Responsibility Committee.

|33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable accounting standards for properly maintaining the books of accounts and reporting of financial statements.

|34. BOARD EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of individual directors, committees of the Board and the Board as a whole. The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long-term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain, knowledge, vision, strategy, engagement with senior management etc. The independent directors at their separate meeting review the performance of non - independent directors and the Board as a whole, chairperson of the Company after considering the views of executive directors and non-executive directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform the duties. Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

35. COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ). The Company has constituted Internal Complaint Committee (ICC) in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the complaints related to sexual harassment. The ICC includes Mrs. Kritika Chachan as Presiding Officer, Mrs. Babita Agarwal and Mr. Mohit Agarwal as members. The Company regularly conducts awareness programs for its employees.

The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. This policy is applicable to all employees, irrespective of their level and it also includes âThird Party Harassmentâ cases i.e. where sexual harassment is committed by any person who is not an employee of the Company.

During the year under review, the Committee has received no complaints.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board, on recommendation of Audit Committee, has adopted a Vigil Mechanism/Whistle Blower Policy. Adequate safeguards are provided against victimization to those who avail the mechanism and direct access to the Chairperson of the Audit Committee is provided to them.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) have mandated the formulation of certain policies for all listed companies. The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Policies are available on the Companyâs website at https://signoria.in/pages/policies.

40. REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status and operations of the company in future.

41. DISQUALIFICATION OF DIRECTORS

In compliance with Section 164(2) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company received and reviewed the Form DIR-8 from each and every Director during the financial year 2024-2025. This form certifies that none of the Directors of your Company are disqualified to hold office as a director under the provisions of Section 164(2) of the Act, nor are they barred from holding the office of a director by any order of the SEBI.

42. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms an integral part of this report. The said report is appended to this report as âAnnexure -Eâ.

43. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODR Regulations, 2015â), compliance with the provisions related to Corporate Governance is not mandatory for companies listed on the SME Platform of a stock exchange.

As per the said regulation, the Corporate Governance provisions do not apply to:

a) Listed entities with a paid-up equity share capital not exceeding ?10 crore and net worth not exceeding ?25 crore, as on the last day of the previous financial year;

b) Listed entities which have listed their specified securities on the SME Exchange.

Since the equity shares of the Company are listed on the EMERGE Platform of the National Stock Exchange

of India Ltd. (NSE), the Company falls under the exemption category specified in clause (b) above. Accordingly, the provisions of Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paras C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

44. BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 202425.

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year as at the end of the financial year.

46. 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

The above-mentioned clause is not applicable to the Company, as there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

47. MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to redress complaints relating to sexual harassment, thereby ensuring a safe, secure, and enabling work environment for all women employees.

48. ENVIRONMENT, HEALTH AND SAFETY

Safety pertains to protecting the health and well-being of employees, visitors, and other stakeholders involved in an organization''s activities. Occupational health and safety measures are essential to prevent accidents, injuries, and illnesses in the workplace. We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted a health and safety policy that is aimed at complying with legislative requirements, requirements of our licenses, approvals, various certifications and ensuring the safety of our employees and the people working at our facility or under our management.

49. CAUTIONARY STATEMENT

Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and other various other factors.

D. OTHER DISCLOSURES

(i) During the financial year, the Company has not issued any equity share with differential rights.

(ii) The Company has not issued any sweat equity shares.

(iii) There was no commission paid by the Company to its managing director or whole-time directors, so no disclosure required in pursuance of section 197(14) of the Companies Act, 2013.

(iv) The Company has not bought back any of its securities during the financial year 2024-25.

(v) The Company has not provided any stock option scheme its employees.

50. ACKNOWLEDGEMENT

Your directors wish to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers/ finance companies and other business constituents during the year under review. Y our directors also wish to place on record their deep sense of appreciation for the commitment displayed by all officers and staff, for their continued support and confidence, which they have reposed in the management.

Mar 31, 2024

We are delighted to present on behalf of Board of Directors, the 5^th Annual Report of the Company (âThe Companyâ or âSignoriaâ) along with Audited Financial Statements for the financial year ended 31^st March, 2024.

> STATE OF COMPANY AFFAIRS AND BUSINESS OVERVIEW:

We âSignoria Creation Limitedâ a NSE (âNSE Emergeâ) Listed Company, are a leading fashion house specialist in traditional designs, culture rich styles and ethnic wear for women, with our unique prints and design, which is perfect for everyday fashion and all other occasions. We believed in style with comfort and having huge verities of every women. An Indian Womenâs Clothing brand promoting sustainability in a creative, durable and fashionable way. We are best for specializing in the production and sale of a wide range of ethnic Indian wear consisting of Kurtis, Kurti and Pant, Kurti, Pant and Duptta, Co-ord sets, Gowns and Tops. Our brand offers a fusion of traditional ethnic styles with modern, western elements to create pieces that are both beautiful and functional. Our mission is to empower women by providing them with clothing that celebrates their cultural heritage while also helping them feel confident and stylish in their daily lives.

During the year under review the company has achieved a turnover of ? 1954.31 Lacs for the current year as compared to ? 1,914.92 Lacs in the previous year. The Net Profit for the year under review amounted to ? 240.86 Lacs in the current year as compared to Net Profit of ? 239.07 Lacs in the previous year. Your directors are continuously looking for avenues for future growth of the company.

> KEY FINANCIAL HIGHLIGHTS

The Highlights of financial results of your Company for the financial year 2023-24 and 2022-23 are summarized below:

Particulars	2023-24	2022-23
Revenue from Operations & Other Income	1,956.81	1,915.81

Total Expenditure	1,552.79	1,523.97
Profit before Interest, Depreciation, Taxation and Extraordinary Items	404.02	391.84
Depreciation & Amortization	11.02	14.02
Profit before Extraordinary Items, Interest and Tax	393	377.82
Finance Costs	63.13	57.40
Profit before Extraordinary items & Tax	329.87	320.42
Add (Less): Extraordinary Items	-	-
Profit before Tax	329.87	320.41
Provision for Taxation Current tax (-) Deferred tax	88.80 0.21	82.50 (1.16)
Profit after Tax	240.86	239.08
Earnings per Share (Basic)	7.12	28.66
Earnings per Share (Diluted)	7.12	28.66

> TRANSFER TO RESERVES

During the Financial year the company has not transferred any amount to Reserve account.

> SHARE CAPITAL STRUCTURE OF THE COMPANY:

The Authorized Share Capital of the Company is Rs. 5,50,00,000/- (Rupees Five Crores and Fifty Lakhs Only) divided into 55,00,000 (Fifty Five Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each and Paid-up capital is ? 4,75,80,000/- (Rupees Four Crore Seventy Five Lakh and Eighty thousand Only) divided into 47,58,000 (Forty Seven Lakh Fifty Eight Thousand) Equity Shares of face value of ? 10/- each.

During the year under review,

â¢ the Company has raised its paid-up capital by issuing 22,20,000 (Twenty Two Lakhs Twenty Thousand Only) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company as Bonus shares, after taking all the necessary approvals. After the said allotment, the paid up Equity Share Capital is 3,33,00,000/-(Rupees Three Crore Thirty Three Lakhs Only) divided into 33,30,000 (Thirty Three Lakhs Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

â¢ Further the Company raised its paid-up capital by issuing 14,28,000 (Fourteen Lakhs Twenty Eight Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 55/- (Rupees Fifty Five Only) aggregating Rs. 928.20 Lakh through Initial Public Offer, After the said allotment, the paid up Equity Share Capital is 3,33,00,000/- (Rupees Three Crore Thirty Three Lakhs Only) divided into 33,30,000 (Thirty Three Lakhs Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

> LISTING OF SHARES:

The Shares of the Company were listed on National Stock Exchange Emerge platform, Mumbai on 19^th March, 2024. The Company has paid the annual listing fee for the financial year 2023-2024. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0RDE01010. To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 as Registrar and Transfer Agent (RTA) & Share Transfer Agent (STA) of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

Due to listing of shares of the Company the status of Company converted from Unlisted Public Company to Listed Company, hence the CIN of the Company has been changes from U18209RJ2019PLC066461 to L18209RJ2019PLC066461

> DEPOSITORY SYSTEM

As the Members are aware, your Companyâs shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companyâs shares on NSDL & CDSL. The ISIN allotted to the Companyâs Equity shares is INE0RDE01010.

> DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):

The proceeds of the Initial Public Offer (after adjusting IPO Expenses) has been utilized by the company upto the quarter ended as on 31.03.2024 as under:

S.	Purpose	Amount received from proceeds	Amount utilized from net
No.	Purpose	of IPO & Pre-IPO (in lakhs)	proceeds (in lakhs)
1	"Funding the Working Capital Requirements	627.51	457.70
2	General corporate purposes	174.17	174.17
	TOTAL	801.68	631.87

> NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2023-24, the Company held Twenty five (25) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Attendance of the Board Meeting held on	VASU DEV AGARWAL	BABITA AGARWAL	MOHIT AGARWAL	PRATIBHA SONI	HARSHA TINKER
02.05.2023	YES	YES	YES	-	-
16.05.2023	YES	YES	YES	-	-
10.06.2023	YES	YES	YES	-	-
15.06.2023	YES	YES	YES	-	-
01.07.2023	YES	YES	YES	-	-
08.07.2023	YES	YES	YES	-	-
10.07.2023	YES	YES	YES	-	-
23.07.2023	YES	YES	YES	-	-
22.08.2023	YES	YES	YES	-	-
28.08.2023	YES	YES	YES	YES	YES
27.09.2023	YES	YES	YES	YES	YES
09.10.2023	YES	YES	YES	YES	YES
10.10.2023	YES	YES	YES	YES	YES
10.10.2023	YES	YES	YES	YES	YES
17.10.2023	YES	YES	YES	YES	YES
21.10.2023	YES	YES	YES	YES	YES
24.11.2023	YES	YES	YES	YES	YES
30.11.2023	YES	YES	YES	YES	YES
10.01.2023	YES	YES	YES	YES	YES
07.02.2023	YES	YES	YES	YES	YES
28.02.2024	YES	YES	YES	YES	YES
28.02.2024	YES	YES	YES	YES	YES
01.03.2024	YES	YES	YES	YES	YES
15.03.2024	YES	YES	YES	YES	YES
18.03.2024	YES	YES	YES	YES	YES
Attendance of the Extra-ordinary General Meeting held on 07.04.2023	YES	YES	YES
Attendance of the Extra-ordinary General Meeting	YES	YES	YES

held on 28.07.2023
Attendance of the Extra-ordinary General Meeting held on 02.09.2023	YES	YES	YES	YES	YES
Attendance of the Extra-ordinary General Meeting held on 11.09.2023	YES	YES	YES	YES	YES
Attendance of the Extra-ordinary General Meeting held on 09.10.2023	YES	YES	YES	YES	YES
Attendance of the Annual General Meeting held on 20.09.2023	YES	YES	YES	YES	YES

> MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting. The Details of the two Independent Directors of the Company are as follows:

Name	Status	Designation
Pratibha Soni	Chairman	Independent Director
Harsha Tinker	Member	Independent Director

During the year, One (1) Meeting of the Independent Directors was convened and held on 10.01.2024.

TERMS OF REFERENCE:

i. The performance of Non-Independent directors and the Board as a Whole;

ii. The performance of the Chairperson of the Company, taking into account the views of executive directors and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of Information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

> ANNUAL RETURN:

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) and Rule 12 of the Companies (Management and Administration) Rules, 2014 of the Act, the annual return as on March 31, 2024 is uploaded on the website of the Company and is available at https://www.signoria.in/.

> DIVIDEND

With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

> DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, to the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Companies as at 31st March, 2024 and of profit and Loss of the Company for the financial year ended 31st March, 2024;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a âgoing concernâ principal;

(e) proper internal financial control laid down by the directors were followed by the Companies and that such internal financial controls are adequate and operating effectively ; and;

(f) Proper system to ensure compliance with the provisions of all applicable laws was in place and that such system are adequate and operating effectively.

> PARTICULARS OF EMPLOYEES

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-Aâ. Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report. The Company is required to give the Disclosure under Schedule V Part II section of the Act. The same is attached in âAnnexure-Aâ.

> INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

> PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not advanced/given any loan or guarantee and has not made any investment covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year.

> AUDITORS:

? STATUTORY AUDITORS & THETR REPORT

M/S Vinod Singhal & Co. LLP, (FRN. 005826C) Chartered Accountants, Statutory Auditors appointed during the Annual General Meeting held on 30^th December, 2020, were appointed for a period of 5 years until the conclusion of 6^th Annual General Meeting to be held in calendar year 2025. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

? COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

? SECRETARIAL AUDITORS

The Board of Directors of the Company has appointed M/s S.K. Joshi & Associates, Company Secretaries, Jaipur, as the Secretarial Auditor to conduct an audit of secretarial records for the financial year 2023-24. . The Secretarial Audit Report for the financial year ended 31^st Day of March, 2024 under Act is set out in the âAnnexure Bâ to this report. The Board has re - appointed M/s S.K. Joshi & Associates, Jaipur, as Secretarial Auditors of the Company for FY 2024-25. The company has received consent from Mr. Sanjay Kumar Joshi to act as the auditor for conducting audit of the secretarial records for the financial year ending as on 31^st Day of March, 2025.

> APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

The Company has received necessary declaration from each Independent Director of the Company stating that:

(i) They meet the criteria of independence as provided in Section 149(6) of the Companies Act

(ii) They have registered their names in the Independent Directorsâ Databank. Based on the said declarations received from the Directors, the Board confirms, that the Independent Directors fulfill the conditions as specified under Schedule V of the SEBI Listing Regulations and are independent of the management.

> MATERIAL CHANGES AND COMMITMENTS, IF ANY, CRITERIA SPECIFY

There were no material changes and no commitment made by directors affecting financial position of the company which have occurred after end of the financial year and up to the date of this report.

> ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
â¢ the steps taken or impact on conservation of energy;	The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year.
â¢ the steps taken by the company for utilizing alternate sources of energy;
â¢ the capital investment on energy conservation equipmentâs;
B) TECHNOLOGY ABSORPTION:

â¢ the efforts made towards technology absorption;	NA
â¢ the benefits derived like product improvement, cost reduction, product development or import substitution;	Product development, cost reduction and product improvement.
â¢ in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- â¢ (a) the details of technology imported; â¢ (b) the year of import; â¢ (c) whether the technology been fully absorbed; â¢ (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over	NA
> the expenditure incurred on Research and Development	NA
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	The Company has no Foreign Exchange earnings and outgo in the respective year.

> RELATED PARTY TRANSACTIONS

All related party transactions that were entered by the Company during the financial year were on an armâs length basis and in the ordinary course of business. Details with respect to transactions with related parties entered into by the Company during the year under review are disclosed in the accompanying financial results and the details pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as âAnnexure-Câ to this Report.

> RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

The company has framed a Risk Management policy, for assessment and minimisation of risk including identification therein of elements of risk, if any, which may threaten the existence of the Company. The policy is uploaded on the website of the company i.e. www.signoria.in. The policy is reviewed periodically by the Board of Directors of the Company.

> BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONAL

The Board plays a crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review. As on March 31, 2024, the total Board strength comprises of 5 Directors out of which 2 Directors are Executive Directors, 1 director is Non- Executive and 2 are Non- Executive Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors. The composition of the Board and changes made during the year also complies with the provisions of the Act. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements. The composition and category of Directors is as follows:

S. No.	Name of Director	Designation	DIN
1.	Vasu Dev Agarwal	Chairman and Managing Director	00178146
2.	Babita Agarwal	Whole-Time Director	08505902
3.	Mohit Agarwal	Director	07501010
4.	Harsha Tinker	Independent Director	10303719
5.	Pratibha Soni	Independent Director	09059232

During the period under review, the following changes occurred:

1. Ms. Pratibha Soni was appointed as additional Non-Executive Independent Director, in the board meeting held on 22^nd August, 2023 and regularized in the Extra-ordinary General Meeting held on 2^nd September, 2023.

2. Ms. Harsha Tinker was appointed as additional Non-Executive Independent Director, in the board meeting held on 22nd August, 2023 and regularized in the Extra-ordinary General Meeting held on 2^nd September, 2023.

3. Mr. Vasu Dev Agarwal was re-designated as Chairman and Managing Director and Mrs. Babita Agarwal was re-designated as Whole-time Director of the Company w.e.f. 22^nd August, 2023.

4. Ms. Swati Jain has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 22^nd August, 2023.

5. Mr. Ashish Jain has been appointed as the CFO of the Company with effect from 22^nd August, 2023

6. Ms Kritika Chachan has been appointed as the Chief Executive Officer of the Company with effect from 27^th September, 2023. Later on she tendered her resignation from the post of Chief Executive Officer of the Company with effect from 21^st October, 2023.

Change in Key Managerial Personnel from May, 2024.

1. Ms. Swati Jain has tendered her resignation from the post of Company Secretary and Compliance Officer of the Company with effect from 20^th May, 2024.

2. Mr. Shekhar Pareek has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 20^th May, 2024.

3. Mr. Ashish Jain has tendered his resignation from the post of CFO of the Company with effect from 20th May, 2024.

4. Mr. Jitendra Jain has been appointed as the CFO of the Company with effect from 20^th May, 2024.

1. Vasu Dev Agarwal, Chairman & Managing Director

2. Babita Agarwal, Whole-time director

3. Ashish Jain, CFO

4. Swati Jain, Company Secretary & Compliance Officer Disclosure of Relationships between Directors Interest:

Name of Directors	Relationship with other Directors
Mr. Vasu Dev Agarwal 4	Husband of Mrs. Babita Agarwal and Father of Mr. Mohit Agarwal
Mrs. Babita Agarwal	Wife of Mr. Vasudev Agarwal and Mother of Mr. Mohit Agarwal
Mr. Mohit Agarwal	Son of Mr. Vasu Dev Agarwal and Mrs. Babita Agarwal

Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Vasu Dev Agarwal (DIN: 00178146), Managing Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered herself for re-appointment. Brief profile of Director seeking Appointment/Re-appointment is given as âAnnexure-Dâ of the Board Report.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India

> MEETINGS OF COMMITTEES AND THEIR CONSTITUTION:

The Board of Directors has constituted three Committees, viz;

The Audit Committee was constituted on 28.08.2023 The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

Name of the Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2023-24
Name of the Member	Position	Status	09.10.2023	07.02.2024	21.02.2024
Pratibha Soni	Chairperson	Independent Director	Yes	Yes	Yes
Harsha Tinker	Member	Independent Director	Yes	Yes	Yes
Babita Agarwal	Member	Whole-time j Director	Yes	Yes	Yes

Mr. Ashish Jain, CFO of the Company has attended all the meetings of Audit Committee. Ms. Swati Jain acts as secretary to the Audit committee and has attended all the meetings of Audit Committee.

Terms of Reference:

The terms of reference of the Audit Committee are as under:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditorâs independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non - payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger

The Audit Committee also reviews the following information:

b) Management discussion and analysis of financial condition and results of operations;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

f) Statement of deviations:

i. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

ii. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

The Nomination and Remuneration Committee was constituted on 10.01.2024. The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee is as under:

Name of	Position	Status	Attendance at the Committee
the			Meeting held during the F.Y.
Member			2023-24
			10.01.2024
Pratibha Soni	Member	Independent Director	Yes
Harsha Tinker	Chairman	Independent Director	Yes
Mohit Agarwal	Member	Non-executive director	Yes

Mr. Ashish Jain, CFO of the Company has attended all the meetings of Nomination and Remuneration Committee. Ms. Swati Jain acts as secretary to the Nomination and Remuneration Committee and has attended all the meetings of Nomination and Remuneration Committee.

Terms of Reference

The terms of reference of the "Nomination/Remuneration Committee" are as under:

1. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration for directors, KMPâs and other employees.

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. Identifying persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

4. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

5. Devising a policy on diversity of Board of directors

6. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

8. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

9. To formulate and administer the Employee Stock Option Scheme.

remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors of the Company.

3. Stakeholders Relationship Committee:

The Stakeholdersâ Relationship Committee was constituted on 10.01.2024. The Constitution, composition and functioning of the Stakeholders âRelationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee is as under:

Name of	Position	Status	Attendance at the Committee
the			Meeting held during the F.Y.
Member			2023-24
			10.01.2024
Mohit Agarwal	Chairman	Non-Executive Director	Yes
Pratibha Soni	Member	Independent Director	Yes
Babita Agarwal	Member	Whole Time Director	Yes

Mr. Ashish Jain, CFO of the Company has attended all the meetings of Stakeholdersâ Relationship Committee. Ms. Swati Jain acts as secretary to the Stakeholdersâ Relationship Committee and has attended all the meetings of Stakeholdersâ Relationship Committee.

Terms of Reference:

The terms of reference of the Stakeholdersâ Relationship Committee are as under:

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

3. Review the process and mechanism of redressal of Shareholdersâ /Investorâs grievance and suggest measures of improving the system of redressal of Shareholdersâ /Investorsâ grievances.

4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

6.Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

> PREVENTION OF INSIDER TRADING:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close.

The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companyâs website and can be assessed at https://signoria.in/policies/

> SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards, SS-1 & SS-2 with respect to Board Meetings and General Meetings issued respectively specified by the Institute of Company Secretaries of India.

> DEPOSITS

The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of Deposits which are not in compliance with Chapter V of the Act is not applicable.

> CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

> INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

> BOARD EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration committee to formulate a process for effective evaluation of the performance of individual directors, committees of the Board and the Board as a whole. The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain, knowledge, vision, strategy, engagement with senior management etc. The independent directors at their separate meeting review the performance of non - independent directors and the Board as a whole, chairperson of the Company after taking into account the views of Executive director and non - executive directors, the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform the duties. Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

> COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

> DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ). The Company has constituted Internal Complaint Committee (ICC) under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the complaints related to sexual harassment. The ICC includes Mrs. Kritika Chachan as Presiding Officer, Mrs. Babita Agarwal and Mr. Mohit Agarwal as members. The Company regularly conducts awareness programmes for its employees.

During the year under review, the Committee has received no complaints.

> VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board, on recommendation of its Audit Committee, has adopted a Vigil Mechanism/Whistle Blower Policy. Adequate safeguards are provided against victimization to those who avail the mechanism and direct access to the Chairperson of the Audit Committee is provided to them.

> TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

> REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2023-24, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

> POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) have mandated the formulation of certain policies for all listed companies. The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Policies are available on the Companyâs website https://www.signoria.in/.

> REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status and operations of the company in future.

> CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALICATION OF DIRECTORS

The Company has received a certificate from M/s. S.K. Joshi & Associates, Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, MCA or any such statutory authority for the financial year ended on March 31, 2024. The said certificate is appended to this report as âAnnexure -Eâ.

> MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report. The said report is appended to this report as âAnnexure -Fâ.

> CORPORATE GOVERNANCE

As the equity shares of the Company are listed on Emerge SME Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation 46 and Paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

> BUSINESS RESPONSIBILITY REPORTING

> DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year as at the end of the financial year.

> OTHER DISCLOSURES

(i) During the financial year, The Company has not issue any equity share with differential rights.

(ii) The company has not issue any sweat equity shares.

(iii) There was no commission paid by the company to its managing director or whole time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

(iv) The Company has not bought back any of its securities during the year.

(v) The Company has not provided any stock option scheme to the employees

> ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers/ Finance companies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all officers and staff, for their continued support and confidence, which they have reposed in the management.

For & on behalf of the Board of Directors Signoria Creation Limited

SD/- SD/-

(VASU DEV AGARWAL) (BABITA AGARWAL)

DIRECTOR DIRECTOR

DIN: 00178146 DIN: 08505902

ADD: FLAT NO. 1303, THE CREST WING NO.-1, PLOT ADD: FLAT NO. 1303, THE CREST WING NO.-1, NO. A-4, AIRPORT ENCLAVE, TONK ROAD, PLOT NO. A-4, AIRPORT ENCLAVE, TONK DURGAPURA, JAIPUR, RAJASTHAN 302018 ROAD, DURGAPURA, JAIPUR, RAJASTHAN

302018

Place: Jaipur Date: 28.08.2024

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