Signpost India Ltd

Dear Members,

The Board of Directors are pleased to present the Seventeenth Annual Report along with the Audited Financial Statements (Standalone & Consolidated) of Signpost India Limited (for the financial year ended March 31, 2024).

Pursuant to approval of scheme of arrangement between Pressman Advertising Limited and Signpost India Limited, the Company had filed an application with both the exchanges [BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)] and subsequently the Company was listed on BSE & NSE on February 14, 2024.

Consequent to the listing, the Corporate Identification Number (CIN) of the Company has been changed to L74110MH2008PLC179120.

In compliance with the applicable provisions of Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1,2023 to March 31, 2024.

FINANCIAL PERFORMANCE

The summarized financial performance (Standalone & Consolidated) of the Company for the Financial Year ended March 31, 2024 are presented below:

(' in lakh)

Company's Performance during the Financial Year 2023-24 Standalone Financial Performance

The revenue for the FY 2023-24 stood at ? 38,744.54 Lakh, higher by 16.54% as compared to ? 33,244.69 Lakh in the FY 2022-23. The Profit before tax for the FY 2023-24 was ? 6,570.68 Lakh, higher by 30% as compared to ? 5,043.34 Lakh in FY 2022-23.

Consolidated Financial Performance

The revenue for FY 2023-24 stood at ? 38,744.54 Lakh, as compared to ? 33,699.83 Lakh in FY 2022-23. The Profit before tax for the FY 2023-24 was ? 6,571.38 Lakh, as compared to ? 3,525.21 Lakh in FY 2022-23.

COMPANY OVERVIEW

Signpost India Limited is a leader in Out of Home (OOH) media services, specializing in programmatic digital OOH advertising. Our extensive portfolio of media assets spans multiple categories:

• Billboards: Conventional, Backlit, and Digital

• Transit: Skywalks, Bus Panels, Airports, Metro Stations, Bus Queue Shelters, Smart Mobile Vans

• Innovative Solutions: Kiosks, Traffic Booths, and Public Electric Bicycle Sharing

The Company caters to a diverse clientele across industries, including Consumer Goods & Services, BFSI, Lifestyle, Real Estate & Construction, Media & Entertainment, Education, Pharma, Telecom, Automobiles, Hospitality, and Government Ministries. The Company's business comes from both direct clients and partnerships with leading media agencies.

The Company's approach to securing advertising rights involves competitive bidding for large projects in transit, digital, and conventional media spaces. These rights, granted by government bodies and local authorities, span durations of 5 to 20 years. Once acquired, we enhance these media assets through construction and innovative aesthetics. Additionally, the Company enters into long-term leases with private landowners to secure prime locations for our billboards.

With an asset base of 16,250 panels, Signpost India Limited touches over 54.6 million lives across 81 centers. The Company offers advertisers a distinctive value proposition through specialized design formats, revolutionizing DOOH communication.

The Company empowers brands through geospatial data-driven media planning and campaign footfall ROI mapping, supported by cutting-edge video analytics systems. This allows us to deliver unparalleled hygiene and hyper-local solutions.

Operating across India, Signpost India Limited has offices in 8 key cities - Mumbai, New Delhi, Chennai, Bengaluru, Kolkata, Nagpur, Pune, and Nashik. Our team of over 500 professionals spans Sales, Operations, and other vital support functions, driving our continued growth and innovation.

DIGITAL ADVERTISING

Signpost India Limited takes great pride in being pioneers in the digital out-of-home (DOOH) revolution. As the first enterprise in India to introduce and transform DOOH offerings, we have empowered brands to reach their full potential by seamlessly blending creativity with cutting-edge technology. This fusion has resulted in interactive and engaging AdTech products that deliver measurable outcomes. Building on our experience in creating self-sustainable urban infrastructure, we are poised to establish a robust network of Programmatic Digital Out-of-Home (DOOH) assets across the top 8 major urban areas in the country.

DOOH advertising redefines modern advertising by offering real-time adaptability, enhanced engagement, and granular audience insights.

Dynamic Precisi?n: Gone are the days of static designs. The Company enables brands to dynamically adjust campaigns based on real-time factors - whether it's location, weather, time, or the changing moods of their audience.

Insights that Empower: With Signpost India Limited, advertisers don't just run campaigns; they embark on data-driven journeys. The Company provides in-depth metrics such as impressions, reach, frequency, and dwell time, offering unparalleled insights within the DOOH space.

Boundless Creativity: Our creative experts weave narratives with subtle-motion videos, immersive animations, and real-time data interactivity. The result? A brand experience that is not only seen but truly felt.

TRANSIT ADVERTISING

Transit advertising offers a powerful way to create lasting impressions, and we lead the charge in transforming traditional canvases into dynamic mobile billboards. By enhancing media visibility, we turn everyday journeys into memorable brand experiences. This elevated perceptibility not only captures attention but also drives engagement, providing brands with a unique opportunity for social media virality.

Leveraging our expertise and expansive transit media network, we empower brands with unmatched reach and influence. Every journey becomes a purposeful experience, resonating with recognition and impact.

MOBILITY ADVERTISING

At Signpost India Limited, we lead the evolution of mobile advertising by transforming urban mobility into a powerful, symbiotic platform that connects and resonates with diverse audiences. From introducing the world's first hybrid bicycle share technologies for last-mile connectivity to expanding our reach through Livebytes, we extend the boundaries of advertising beyond urban areas.

The Company's mobility solutions are equipped with a wide range of innovative features that ensure seamless communication and engagement. These include tele-connectivity for uninterrupted interaction, inbuilt stage setups with digital screens for live presentations, and tablets that facilitate real-time surveys and audience feedback. Additionally, our AdTech products offer real-time data feeds, providing detailed insights on reach, impressions, and campaign performance, while our image analytics tools deliver in-depth visual engagement analysis. This unique infotainment platform blends entertainment with information, giving brands a versatile and immersive space to introduce, train, and engage rural audiences effectively, making a lasting impact across both urban and rural landscapes.

CONVENTIONAL ADVERTISING

Traditional advertising holds a unique allure for marketers due to its powerful influence on consumers. These broad formats not only demand attention but also offer a vast playground for creative expression. When combined with the need for a lasting message, conventional advertising becomes a canvas for imaginative, larger-than-life brand concepts. The Company enhances this classic medium by integrating it with data-enriched, interactive elements, unlocking endless possibilities for creative storytelling.

As a leader in redefining conventional advertising, Signpost India Limited elevates its timeless ability to capture consumer attention by blending imaginative concepts with actionable data insights. This transformation turns the vast canvas of traditional advertising into an interactive arena, where brands can communicate resonant messages with progressive creativity.

MEMBERSHIP IN INTERNATIONAL NETWORK

ECCO Global Communications Network is a leading international network of independent agencies, offering businesses a global reach with local expertise. As a member of the ECCO Network, Signpost India offers clients with seamless access and tailored solutions to a global network of over 30 award-winning independent agencies.

CONTENT AND DESIGN

Every advertising platform has its unique nuances, and our creative lab consistently meets these specific demands. By merging artistic flair with technical expertise, our content and design specialists adopt a "tradition meets innovation" approach. This enables brands to deliver dynamic and interactive experiences that truly connect with their target audience.

DIVIDEND

The Board of Directors of the Company ("the Board") at its meeting held on May 28, 2024 has recommended a dividend of 25% equivalent to ? 0.50 (Fifty Paise only) per equity share of the face value of ? 2/- each fully paid-up on 5,34,50,000 Equity Shares for the financial year ended March 31, 2024.

The proposed dividend on Equity Shares is subject to the approval of the Shareholders at the ensuing 17th Annual General Meeting ("AGM"). The dividend once approved by the Shareholders will be paid within the statutory time limit.

BOOK CLOSURE

The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 24, 2024 to Monday, September 30, 2024 (both days inclusive) for the purpose of payment of the dividend and the AGM.

TRANSFER TO RESERVES

Your directors do not propose transferring any amount to Reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes & commitments affecting the financial position of the Company, from the close of the financial year 2023-24 till the date of this report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.

UNCLAIMED DIVIDEND TRANSFERRED TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto ('IEPF Rules'), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

On approval of scheme of arrangement between Pressman Advertising Limited and Signpost India Limited, Pressman had transferred f 20,82,422/- being the unpaid and unclaimed dividend amount pertaining to the Final Dividend for the Financial Year 2015-2016 on April 25, 2023.

Notices were sent to concerned Members having unpaid / unclaimed dividend before transfer of such dividend(s) to IEPF. Details of the unpaid / unclaimed dividend are uploaded under "Investor Information - Unclaimed Dividend" section on the Company's investor information website viz. www.signpostindia.com

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investor Education and Protection Fund (IEPF) Suspense Account.

Accordingly, 65,099 equity shares have been transferred to IEPF during the year on June 1^st, 2023 after giving individual notices to concerned shareholders and advertisements in newspapers.

SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31,2024 was f 80,00,00,000 divided into 27,50,00,000 equity shares of the face value of f 2/- each aggregating to f 55,00,00,000 and 2,50,00,000 redeemable cumulative preference shares of the face value of f 10/- each aggregating to f 25,00,00,000.

The paid-up equity share capital of the Company as on March 31, 2024 was f 10,69,00,000 divided into 5,34,50,000 Equity Shares of the face value of f 2/- each.

NON-CONVERTIBLE DEBENTURES (NCD)

Pursuant to the Scheme of Arrangement between Pressman Advertising Limited (Transferor Company) and Signpost India Limited (Transferee Company) and their respective shareholders, the Company has issued 32,50,000 unlisted, unsecured, non-convertible, redeemable debentures of the face value of f 100/- each (NCD) aggregating to f 32,50,00,000/-, on September 19, 2023 and redeemable on completion one year at a premium of f 10/- per NCD from the date of allotment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Notes 5A to the financial statements, forming part of this annual report.

SUBSIDIARY, ASSOCIATE COMPANIES & JOINT VENTURE

During the year under review, no company became/ceased to be a subsidiary/associate/joint venture of the Company. The details of subsidiaries and joint venture are specified below:

Signpost Delhi Airport Pr?vate Limited

(Formally known as Signpost Dial Private Limited), wholly owned subsidiary (CIN: U74999DL2022PTC392096) having its registered office at Plot No.250, Basement & Ground Floor, Okhla Industrial Area Phase-III, South Delhi, Delhi, Ind ia,110020, was incorporated on January 5, 2022 under the Companies Act, 2013.

S2 Signpost India Private Limited

(CIN: U74999MH2017PTC297264) having its registered office at 202, Pressman House, Nehru Road, Vile Parle (East), Near Santacruz Airport Terminal, Mumbai 400099 was incorporated July 12, 2017 under the Companies Act, 2013.

Signpost Airports LLP is a Joint Venture incorporated pursuant to section 12(1) of the Limited Liability Partnership Act, 2008 dated May 31, 2017 and agreement of Limited Liability Partnership (LLP) executed on June 3, 2017 between Signpost India Limited and S2 Infotech International Limited.

Consolidated Financial Statements

Pursuant to the provisions of Section 129 of the Act and the Companies (Accounts) Rules, 2014, the Consolidated financial statements of the Company and its subsidiaries have been prepared in the same form and manner as mandated by Schedule III to the Act and shall be laid before the 17^th AGM of the Company.

The consolidated financial statements of the Company have also been prepared in accordance with relevant Accounting Standards issued by Ministry of Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on Company's website at www.signpostindia.com. These documents are also available for inspection by the members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 17^th AGM.

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

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions are approved by the Audit Committee and Board. The related party transactions that were entered into during the financial year were on at arm's length basis and in the ordinary course of business.

During the year under review, there were no material transactions with any related party as defined under Section 2(76) of the Act and Regulation 2(zb) of the Listing Regulations.

The particulars of contracts entered into during the year as per Form AOC-2 are enclosed as Annexure-2 to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

HUMAN RESOURCES

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

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

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

The number of employees as on 31^st March, 2024 is 519.

CODE OF ETHICS (CODE OF CONDUCT)

The Company has adopted a Code of Ethics (Code of Conduct) for the Directors and Senior Management of the Company. The same has been posted on the Company's website at www.signpostindia.com. The Members of the Board and Senior Management of the Company have submitted their affirmation on compliance with the Code for the effective period.

POLICIES:

We are committed to upholding the highest ethical standards in all our business transactions. In accordance with the Listing Regulations, we have adopted the following policies as applicable to our Company.

The below policies are periodically reviewed and updated by the Board to address evolving needs and compliance requirements.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL ('KMP')

The details of Directors & KMP as on March 31, 2024 are specified below:

Directors:

During the year under review, Dr. Ajit Khandelwal (DIN: 00416445), Mr. Kunal Bose (DIN: 02891649), Dr. Deepa Malik (DIN: 02181034) & Ms. Sayantika Mitra (DIN: 07581363) were appointed as Additional Directors designated as independent directors effective August 9, 2023, for a period of one year.

Further, Dr. Niren Chand Suchanti (DIN: 00909388) was appointed as Additional Non-Executive Non-Independent Director effective August 9, 2023.

At the 16^th AGM held on December 12, 2023, the shareholders of the Company approved the above appointments.

KMP:

Mr. Naren Suggula and Ms. Paulami Mukherjee were appointed as Chief Financial Officer and Company Secretary with effect from September 1, 2023 and September 9, 2023 respectively.

Directors:

During the year under review, Mr. Rajesh Batra resigned as a Director of the Company effective September 9, 2023. Mr. Sushil Pandey, ceased to be a director of the Company with effect from 16^th AGM held on December 12, 2023.

KMP:

Mr. Khanjan Bharat Soni resigned as Company Secretary of the Company with effect from September 9, 2023.

a) Directors:

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, the Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee, at its Meeting held on August 6, 2024 appointed Mr. Girish Kulkarni (DIN: 01683332) & Mr. Prashant Sanghavi (DIN: 10729467) as Additional Directors designated as Independent Directors of the Company for the first term of two consecutive years effective August 6, 2024, subject to approval of the shareholders of the Company.

Further, the Board of Directors of the Company approved the reappointment of Ms. Sayantika Mitra (DIN: 07581363), as an Independent Director for the second term of two consecutive years effective August 9, 2024, subject to approval of the shareholders.

The Board of Directors has also appointed Mr. Rajesh Awasthi (DIN: 07815683), as an Additional Director designated as an Executive Director effective August 6, 2024 for a period of five years, subject to approval of the shareholders of the Company.

b) KMP:

Ms. Paulami Mukherjee and Mr. Naren Suggula resigned as Company Secretary & Chief Financial Officer on May 28, 2024 and June 30, 2024 respectively. Mr. Rameshwar Prasad Agrawal was appointed as Chief Financial Officer with effect from July 1,2024.

Retirement by Rotation

As per the provisions of Section 152 of the Act, not less than two-third of the total number of directors, other than Independent Directors shall be liable to retire by rotation. Out of these, one-third of Directors are required to retire every year and if eligible, these Directors qualify for reappointment.

At the ensuing AGM Mr. Shripad Ashtekar (DIN:01932057), Director, retires by rotation and being eligible, offers himself for re-appointment.

A detailed profile of Mr. Shripad Ashtekar along with additional information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings is provided separately by way of an Annexure to the Notice convening the AGM.

NUMBER OF MEETINGS OF THE BOARD

The Board met 10 times during the financial year 2023-24, namely April 14, 2023, May 30, 2023, July 10, 2023, August 9, 2023, September 1, 2023, September 9, 2023, September 19, 2023, September 26, 2023, November 10, 2023 and February 14, 2024.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

ANNUAL EVALUATION BY THE BOARD

Pursuant to the applicable provisions of the Act and Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors.

The Nomination & Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors. The evaluation exercise is carried out through a structured questionnaire circulated to the Directors covering various aspects of evaluation of the Board, Committee and individual Directors.

The Board's functioning was evaluated on various aspects, including inter alia, degree of fulfilment of key responsibilities, board structure, composition, establishment and delineation of responsibilities to various committees, effectiveness of board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at board/committee meetings and guidance/support to the management.

Areas on which the committees of the board were assessed included degree of fulfilment of key responsibilities, adequacy of committee composition and effectiveness of meetings.

The performance evaluations of the independent directors were carried out by the entire board, excluding the director being evaluated. The performance evaluation of the Managing Director and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, commitment independence, independent views and judgement, availability, attendance and participation in the discussion at the Meetings, adherence to the Code of Ethics (Code of Conduct) of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and management, objective evaluation of Board's performance, rendering independent/unbiased opinion, safeguarding of confidential information and maintaining integrity.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company has formulated a program for familiarizing the Independent Directors.

The objective of the Familiarization Program is to provide training to new Independent Directors at the time of their joining so as to enable them to understand the Company - its operations, business, industry and environment in which it functions and the regulatory environment applicable to it. Besides, the Independent Directors are made aware of their roles and responsibilities and liabilities at the time of their appointment through a formal letter of appointment, and various terms and conditions of their appointment. Additionally, regular updates on relevant statutory and regulatory changes are circulated to all the Directors including Independent Directors.

BOARD COMMITTEES

Establishing Committees is one way of managing the functioning of the Board, thereby strengthening the Board's governance role. These Committees play a crucial role in the governance structure of the Company. The Board has constituted a set of Committees with specific terms of reference/scope, to focus effectively on the issues and ensure expedient resolution of diverse matters. These Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. As of March 31, 2024, the Board had following four Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Corporate Social Responsibility Committee Audit Committee

The Audit Committee was constituted on August 9, 2023. The composition of the Audit Committee as on March 31, 2024 is given in the below table.

The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this Annual Report.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee was constituted on August 9, 2023. The composition of the Nomination and Remuneration Committee as on March 31, 2024 is given in the below table:

The Committee is constituted in line with the requirements mandated by Section 178 of the Act and Regulation 19 of the Listing Regulations.

The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this Annual Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted on August 9, 2023. The composition of the Stakeholders Relationship Committee as on March 31, 2024, is given in the below table:

The composition of the Stakeholders Relationship Committee is in conformity with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations.

The Committee, inter alia, is primarily responsible for considering and resolving grievances of security holders of the Company. The terms of reference of the Committee conform with the Act and the Listing Regulations as more particularly set out in the Corporate Governance Report, which forms a part of this Annual Report.

Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility (CSR) Committee was constituted on April 16, 2018. The Committee was reconstituted on August 9, 2023. The composition of the Committee as on March 31, 2024, is given in the below table:

Detailed information on CSR policy, its salient features, CSR initiatives undertaken during the year, details pertaining to amount spent are given in Annexure-3 to this Directors' Report.

The CSR Policy is available on the website of the Company at: www.signpostindia.com.

The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of CSR policy. The terms of reference of the CSR Committee is in conformity with the provisions of Section 135 of the Act and Rules made thereunder which are as follows:

• To formulate and recommend to the Board, a CSR Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and Rules made thereunder.

• To recommend the amount of expenditure to be incurred on the CSR activities.

• To monitor the implementation of the CSR Policy of the Company from time to time.

The Company has also adopted a CSR Policy in compliance with the aforesaid provisions and the same is placed on the Company's website at www.signpostindia.com

Post closure of the financial year, the above committees were reconstituted effective August 6, 2024 upon completion of term of independent directors and appointment of new independent directors and executive directors.

Apart from the above, the Company has constituted Risk Management Committee with effect from May 28, 2024.

The composition of Committees as on the date of signing of this report are:

DECLARATION BYINDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted declaration of independence, as required under Section 149(7) of the Act confirming that they meet the criteria of independence under Section 149(6) of the Act and SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

All the Independent Directors of the Company have also confirmed that they are not 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 judgement and without any external influence and that they are independent of the management. Further, it is also confirmed that they have complied with the provisions regarding Independent Directors' registration with the databank maintained by The Indian Institute of Corporate Affairs ('IICA') and online proficiency self-assessment test conducted by the IICA unless exempted.

The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience and expertise and they hold the highest standards of integrity.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that they have overseen that the annual financial statements have been prepared on a going concern basis;

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

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

(a) Statutory Auditors

Members of the Company at the 13^th AGM approved appointment of M/s. Sarda Soni Associates, LLP Chartered Accountants (FRN: 117235W/W100126), as the Statutory Auditors of the Company for a term of 5 years to hold the office from the conclusion of 13^th AGM till the conclusion of 17^th AGM. M/s. Sarda Soni Associates, LLP have confirmed and issued a certif?cate that they are within the limits specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors at its meeting held on May 28, 2024 based on the recommendations of Audit Committee approved their re-appointment as Statutory Auditors for the second term of 5 years to hold office from the conclusion of 17^th AGM till the conclusion of 22^nd AGM.

As required under Regulation 33(1)(d) of Listing Regulations, M/s. Sarda Soni Associates LLP, have confirmed that they hold a valid certif?cate issued by the Peer Review Board of the Institute of Chartered Accountants of India ('ICAI').

The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualification and observations/comments given in the report of the Statutory Auditors read together with Notes to accounts being self-explanatory, hence do not call for any further explanation or comments under Section 134(3)(f)(i) of the Act. During the year under review, the auditors have not reported any fraud under Section 143 of the Act and therefore, no details are required to be disclosed under Section 134 of the Act.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed Ankit Mazumdar, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualif?cation, reservation or adverse remarks or disclaimer and is annexed herewith as Annexure - 4 to this Directors' Report.

(c) Internal Auditor

In terms of the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has appointed Mr. Arun .S. Goel, Chartered Accountant (Membership no. 043049) of M/s. Arun S. Goel & Company, Firm registration no. 159592W, as the internal auditors of the Company.

(d) Cost Audit

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

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules made thereunder.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

In compliance with Regulation 34 read with Schedule V(C) of SEBI Listing Regulations, a report on Corporate Governance and the certif?cate as required under Schedule V(E) of SEBI Listing Regulations received from a Practicing Company Secretary testifying compliance with the provisions relating to corporate governance laid down in Listing Regulations, forms part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

In terms of Section 118(10) of the Act, the Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

i. Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity

ii. Steps taken by the company for utilizing alternate sources of energy: Nil, as your company does not carry any manufacturing activities

iii. The Capital investment on energy conservation equipment's: Nil

> TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT

No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2023-24, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:

i. Efforts made towards technology absorption: Nil

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

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

a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

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

iv. Expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: ? 123.88 Lakh

ANNUAL RETURN

The Annual Return as provided under Section 92(3) of the Act and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at: https://www.signpostindia.com/wp-content/uploads/2024/09/Extract-of-Annual-Return-MGT-7.pdf

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

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

The following is the summary of sexual harassment complaints received and disposed off during the year under review.

1. Number of Complaints received: 1

2. Number of Complaints disposed off: 1

PARTICULARS OF EMPLOYEES

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

In terms of first proviso to Section 136(1) of the Act, the Directors Report is being sent excluding the information on employees' particulars mentioned in Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 17^th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.

The Managing Director of the Company does not receive any remuneration and/or commission from the Company's holding and/ or subsidiary companies.

PROHIBITION OF INSIDER TRADING

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

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

APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the period under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by/against the Company as on March 31, 2024.

During the year under review:

a) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Act and Rules made thereunder.

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

c) There is no change in the nature of business of the Company.

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

e) There was no occasion where the Board has not accepted any recommendation from the Audit Committee.

f) The Company has not issued any sweat equity shares.

g) The Company has not issued any Employee Stock Options.

h) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

ACKNOWLEDGEMENTS

Your directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities,

bankers, customers and business associates. Your directors also wish to place on record their deep sense of appreciation for

the committed services by your Company's employees.

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