Signoria Creation Ltd

To

The members of SIGNORIA CREATION LIMITED ("COMPANY") (Formerly known as Signoria Creation Private Limited) Jaipur

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

We "Signoria Creation Limited" a NSE ("NSE Emerge") 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 Women’s 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.

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

( in Lacs)

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

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,

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.

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

As the Members are aware, your Company’s 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 Company’s shares on NSDL & CDSL. The ISIN allotted to the Company’s Equity shares is INE0RDE01010.

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:

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.

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:

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

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;

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/.

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.

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 con rm 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 "going concern" 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.

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-A". 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 "Annexure-A".

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

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.

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 Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

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.

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 "Annexure B" 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.

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 Directors’ 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.

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.

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.

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

All related party transactions that were entered by the Company during the financial year were on an arm’s 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 "Annexure-C" to this Report.

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 Company’s 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.

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:

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.

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.

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 KMP’s of the Company as on March 31, 2024 are as follows:

1. Vasu Dev Agarwal, Chairman & Managing Director

2. Babita Agarwal, Whole-time director

3. Ashish Jain, CFO

4. Swati Jain, Company Secretary & Compliance Officer

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 "Annexure-D" 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

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.

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.

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 auditor’s 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

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:

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.

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, KMP’s 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.

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.

The Stakeholders’ Relationship Committee was constituted on 10.01.2024. The Constitution, composition and functioning of the Stakeholders ‘Relationship 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:

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

The terms of reference of the Stakeholders’ 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 Shareholders’ /Investor’s grievance and suggest measures of improving the system of redressal of Shareholders’ /Investors’ 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.

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 company’s website and can be assessed at https://signoria.in/policies/

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.

The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") 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.

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.

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.

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.

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.

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 ("POSH Act"). 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. 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 ‘Third Party Harassment’ 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.

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.

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).

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.

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") 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 Company’s website https://www.signoria.in/.

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.

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 "Annexure –E".

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 "Annexure –F ".

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.

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 2023-24.

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.

(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

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.