Your Directors hereby submit the Forty-Seventh Annual Report together with the Audited Financial Statements of your Company for
the Financial Year ended 31st March 2025.

FINANCIAL RESULTS

The Company’s financial performance for the year ended on 31st March 2025 is summarized below:

FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS

In this Financial Year (FY) 2024-25, the Company continued
its journey of growth and transformation despite facing some
challenges. The Company remained resilient, leveraging its
strong brand presence and innovative product strategy to
navigate through difficulties and emerge stronger.

Revenue from operations for the year ended 31st March
2025 (FY 25) was Rs. 432 Crore, reflecting a 1.5% increase
compared to the previous year (FY 24). The Company’s Profit
Before Tax grew by 64%, reaching Rs. 10.04 Crore compared to
Rs. 6.1 Crore in FY 24. The Profit After Tax for FY 2024-25
increased by 64%, amounting to Rs. 7.4 Crore. Overall product
gross margins improved by 3.4% in FY 2024-25.

The Sewing Machine Business revenue for FY 25 stood at Rs.
319.29 Crore, slightly higher than FY 24's Rs. 308.2 Crore. The
growth was primarily due to a higher contribution in high-end
Sewing Machines.

The Home Appliances Business revenue was Rs. 112.4 Crore,
a 4.1% drop from the previous year’s Rs. 117.2 Crore. This
drop was due to Company’s continued efforts to streamline
its portfolio by discontinuing unprofitable products and cutting
related operational costs, focusing instead on high-margin
products and efficient sales channels.

CHANGE IN THE NATURE OF BUSINESS

During the period under review, there has been no change in the
nature of business of the Company.

DIVIDEND

The Board of Directors has decided not to recommend any
dividend for the Financial Year 2024-25 to support future
expansion plans of the Company.

TRANSFER TO RESERVES

During the year under review, there is no transfer of funds to the
Company’s General Reserve Account.

SHARE CAPITAL
Authorised Capital

During the Financial Year 2024-25, there was no change
in the Authorised Share Capital of the Company. As on 31st
March 2025, the Authorised Share Capital of the Company is
Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into
10,00,00,000 (Ten Crore) Equity Shares having a nominal value
of Rs. 2/- (Rupees Two Only) each.

Issued, Subscribed and Paid-up Capital

As on 31st March 2025, the Issued, Subscribed and Paid-up
Equity Share Capital of the Company is Rs. 12,33,11,078/-
(Rupees Twelve Crore Thirty-Three Lakh Eleven Thousand
Seventy-Eight Only) divided into 6,16,55,539 (Six Crore Sixteen
Lakh Fifty Five Thousand Five Hundred Thirty-Nine Only) equity
shares having a nominal value of Rs. 2/- (Rupees Two Only) each.

The Company has not issued shares with differential voting rights
or sweat equity shares during the Financial Year 2024-25. As on
31st March 2025, none of the Directors of the Company hold
any instruments convertible into equity shares of the Company.

Employee Stock Option Scheme

Singer Employee Stock Option Scheme 2023 (‘ESOP Scheme’)
for the issuance and allotment of options exercisable into, not
more than 36,00,000 (Thirty-Six Lakh) equity shares having face
value of Rs. 2/- (Rupees Two Only) each to eligible employees
of the Company was put forward to the members of the
Company for their approval through Postal Ballot Notice dated
05th April 2023. On 28th May 2023, the Scheme was approved
by the members of the Company by giving their assent on the
implementation of the Scheme.

As on 31st March 2025, the total number of stock options
granted pursuant to ESOP Scheme is 32,75,000 (including
forfeited options) options out of 36,00,000 equity shares and an
allotment of shares was made under the ESOP Scheme. Out of
these granted options 1,00,000 have been forfeited, 11,87,500
options are vested and out of these vested options 4,62,500
options have been exercised and allotted on 17th October 2024
and rest are pending for exercise.

Details regarding the Scheme is uploaded on the Company’s
website and can be accessed at https://singerindia.com/
investors/draft-singer-india/.

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 THE REPORT.

During the year under review, no material changes and
commitments affecting the financial position of the Company
occurred between the end of the Financial Year to which these
financial statements relate and the date of this Report.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR
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 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, 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. Further, according to the Rules,
the shares in respect of which dividend has not been paid or
claimed by the members for seven consecutive years or more
shall also be transferred to the demat account created by the
IEPF Authority.

The Company had sent individual notices and also advertised in
the newspapers seeking action from the members who have not
claimed their dividends for seven consecutive years or more.
Thereafter, the Company had, accordingly, transferred Rs.
1,70,247/- being the unpaid and unclaimed dividend amount
pertaining to Financial Year 2016-2017 and transmitted 10,199
(on account of Unclaimed Dividend for FY 2016-2017) Equity
Shares of the Company into the DEMAT Account of the IEPF
Authority held with CDSL (DPID/ Client ID 1204720013676780)
during the Financial Year 2024-25 in terms of the provisions
of Section 124(6) of the Companies Act, 2013 and the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
as amended from time to time.

Members whose shares, unclaimed dividend, have been
transferred to the IEPF demat Account or the Fund, as the case
may be, may claim the shares or apply for a refund by making
an application to the IEPF Authority in Form IEPF - 5 (available
on http://www.iepf.gov.in) along with requisite fee as decided by
the IEPF Authority from time to time. The member can file only
one consolidated claim in a Financial Year as per the IEPF Rules.

The Company will be transferring the final dividend and
corresponding shares for the Financial Year 2017-18 within
statutory timelines. Members are requested to ensure that they
claim the dividends and shares referred to above before they

are transferred to the said Fund. The due dates for the transfer
of unclaimed dividends to IEPF are provided in the report on
Corporate Governance. Details of shares/shareholders in
respect of which dividend has not been claimed, are provided
on the website of the Company at www.singerindia.com. The
shareholders who have not encashed their dividend warrants
for the Financial Year 2017-18 or any subsequent year are
requested to lodge their claims for claiming unclaimed Dividend.
The shareholders are encouraged to verify their records and
claim their dividends of all the earlier seven years, if not claimed.

DEPOSITS

During the year under review, the Company has not invited/
accepted deposits falling within the ambit of Section 73 of the
Companies Act, 2013 and rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, your Company has not made
any loan, given any guarantee or provided any security and/or
made investments covered under the provisions of Section 186
of the Companies Act, 2013 read with rules made thereunder.
Therefore, the provisions of Section 186 of the Companies Act,
2013 are not applicable to the Company.

SUBSIDIARY COMPANY AND CONSOLIDATED
FINANCIAL STATEMENT

Brand Trading (India) Private Limited ("BTIPL"), is a wholly
owned subsidiary of the Company and is a non-material,
unlisted subsidiary of the Company pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015(“Listing Regulation/ SEBI (LODR) Regulations, 2015”).

On 13th November 2019, the Board of this subsidiary company
initiated voluntary liquidation process of its affairs under
Section 59 of the Insolvency and Bankruptcy Code 2016 read
with Insolvency and Bankruptcy Board (Voluntary Liquidation
Process) Regulations, 2017. The liquidation received the
necessary approvals from shareholders, creditors, and other
concerned parties. Subsequently, at the Extraordinary General
Meeting held on 31st January 2020, BTIPL formally resolved to
end operations and appointed the liquidator.

Financial information of the subsidiary had been consolidated
till 31st January 2020 on a line-by-line basis. Intra-group
balances and transactions were eliminated during consolidation
for the period ending on that date. Accordingly, consolidated
financial results had not been prepared and presented since the
quarter ended 30th June 2020 and as on 31st March 2025, the
liquidation proceedings are still under process.

During the year under review, the Company does not have
any Associate or Joint Venture Company. Consequently,
consolidation of financial statements with other entities
is not required.

STATEMENT CONTAINING SALIENT FEATURES OF
THE FINANCIAL STATEMENT OF SUBSIDIARIES/
ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act,
2013 related to Subsidiary Company as 31st March 2025 in
Form AOC-1 is annexed to this Report as Annexure - I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

An active and informed Board is a pre-requisite for strong and
effective corporate governance. The Board plays a crucial role
in overseeing how the management safeguards the interests of
all the stakeholders. The Board ensures that the Company has
clear goals aligned with the shareholders’ value and growth. The
Board is duly supported by the Chairperson, Managing Director,
and Senior Management Team in ensuring effective functioning
of the Company.

As on 31st March 2025, the Board is comprised of 8 (Eight)
Directors, out of which 1 (one) is Executive Managing Director, 4
(four) are Non-Executive Non-Independent Directors (including
1 (one) Woman Non-Independent Director) and 3 (three) are
Non-Executive Independent Directors.

Further, during Financial Year 2024-25 and till date of this report,
following changes occurred in Directorship and Key Managerial
Personnel positions of the Company:

• Mr. Sunil Duggal (DIN: 07291685) was appointed as an
Additional Director (Non-Executive Independent Director)
on the Board of the Company with effect from 23rd May
2024. His appointment as Non-Executive Independent
Director of the Company was put forward to the members
of the Company for their approval at 46th Annual General
Meeting and the appointment was approved by the
members of the Company.

• Mr. Paresh Nath Sharma (DIN: 00023625), vide his letter
dated 12th August 2024, tendered his resignation and
stepped down from the position of Chairman and Non¬
Executive Independent Director of the Company, effective
from the close of business hours on 14th August 2024.

• Mr. Deepak Sabharwal (DIN: 00173116) and Mrs. Madhu Vij
(DIN: 00025006) retired from the position of Non-Executive
Independent Directors of the Company upon completion
of their second term of five (5) consecutive years, effective
from the close of business hours on 11th November 2024.

• Mr. Hemant Sachdev (DIN:01635195) was appointed
as an Additional Director (Non-Executive Independent
Director) on the Board of the Company with effect from
17th December 2024. His appointment as Non-Executive
Independent Director of the Company was put forward to
the members of the Company for their approval through
Postal Ballot Notice dated 10th February 2025 and on 13th
March 2025, appointment was approved by the members
of the Company.

• In terms of the provisions of Section 152 of the Act,
Mr. Maneesh Mansingka (DIN: (DIN: 00031476), Non¬
Executive Non-Independent Director of the Company, is
liable to retire by rotation at the ensuing Annual General
Meeting (“AGM”) of the Company. Being eligible, he has
offered himself for re-appointment. The Board members
recommend his appointment at the ensuing AGM for due
consideration and approval of members of the Company.

Further, apart from the above stated facts, there was no change
in the composition of the Board of Directors.

All Directors of the Company have provided declarations to
the fact that they are not debarred from holding the office of
the Director by virtue of any SEBI order or any other Statutory
Authority as required under the Circular dated June 20,
2018, issued by BSE.

The Board is of the opinion that independent directors as well as
the director(s) proposed to be appointed/re-appointed, possess
the requisite qualifications, experience and expertise and hold
high standards of integrity, which are beneficial to the Company
and its stakeholders. The list of key skills, expertise and core
competencies of the Board is provided in the CG Report which
forms an integral part of this Annual Report.

DIRECTORS AND OFFICERS LIABILITY
INSURANCE (D&O)

As per the provisions of the Listing Regulations, the Company
has taken a Directors and Officers Liability Insurance (D&O)
on behalf of all Directors including Independent Directors and
Officers, of the Company for indemnifying any of them against
any liability alleged for any negligence, default, misfeasance,
breach of duty or breach of trust.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of
Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter called
“the Listing Regulations/SEBI (LODR) Regulations, 2015”),
a separate report on Corporate Governance is enclosed as a
part of this Annual Report. The Company has complied with
the Corporate Governance requirements as stipulated under the
Listing Regulations except two inadvertent non-compliance duly
reported in the Corporate Governance report. A certificate from
M/s. Varuna Mittal & Associates, Practicing Company Secretary,
confirming the compliance of the conditions of Corporate
Governance is annexed and forms part of the Annual Report.

DECLARATIONS BY INDEPENDENT DIRECTORS’

Your Company had received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under Section
149, Schedule IV of the Companies Act, 2013 along with
rules framed thereunder and Regulation 16 & 25 of the Listing
Regulations and are not disqualified to act as Independent
Directors. Also, in the opinion of the Board of the Company, all

Independent Directors of the Company have integrity, expertise,
experience as prescribed under the Companies (Appointment
and Disqualification of Directors) Rules, 2014 read with the
Companies (Accounts) Rules, 2014 (including amendment
thereof). All the Independent Directors of the Company
have complied with the provisions of Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014 with
respect to their registration in databank.

Independent Directors are also familiarized with their roles,
rights, and responsibilities as well as with the nature of industry
and business model through induction program at the time of
their appointment as Directors and through presentations on
economy & industry overview, key regulatory developments,
strategy, and performance which are made to the Directors
from time to time.

BOARD MEETINGS

During the year under review, the Board of Directors of the
Company met Four (4) times. The details of meetings of the
Board of Directors held during the Financial Year 2024-25 and
attendance thereof are disclosed in the Corporate Governance
Report, which forms an integral part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on compliance certificates received from the executives
of the Company & subject to the disclosures in the financial
statements for the Financial Year ended 31st March 2025,
in terms of the provisions of the Companies Act, 2013, the
Directors confirm that:

a) in the preparation of the Annual Accounts for the year ended
on 31st March 2025, the applicable accounting standards
have been followed along with proper explanation relating
to material departures, if any;

b) appropriate accounting policies have been selected and
applied consistently and judgments and estimates made
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as on 31st
March 2025 and of the profit of the Company for the period
ended 31st March 2025;

c) proper and sufficient care has been taken 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 fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a
going concern basis;

e) the Company is following up the proper internal financial
controls and such internal financial controls are adequate
and are operating effectively; and

f) the Company has devised proper systems to ensure
compliance with the provisions of all the applicable laws and
that such systems are adequate and operating effectively.

PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013 and Regulation 17
of Listing Regulations the Board adopted a formal mechanism
for evaluating its performance and as well as that of its
committees and individual Directors, including the Chairperson
of the Board. The manner in which the annual performance
evaluation has been carried out and has been explained in the
Corporate Governance Report.

The evaluation criteria of the Company can be accessed at
https://singerindia.com/wp-content/uploads/2019/07/Board-
Diversity-policy-and-evaluation-criteria.pdf.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee
are disclosed in the Corporate Governance Report, which is an
integral part of this report. All the recommendations of the Audit
Committee have been duly accepted by the Board whenever
made by the Committee during the year.

NOMINATION AND REMUNERATION POLICY

The powers, role, and terms of reference of the Nomination and
Remuneration Committee cover the areas as contemplated
under Section 178 of the Companies Act, 2013 and Regulation
19 of the Listing Regulations. The role includes formulation
of criteria for determining qualifications, positive attributes
and independence of a director and recommending to the
Board a policy relating to the remuneration for the directors,
key managerial personnel and other employees, formulation
of criteria for evaluation of Independent Directors and the
Board, devising a policy on diversity of Board of Directors, and
identification of persons who are qualified to become directors
and who may be appointed in senior management, etc. Brief
details of the Nomination & Remuneration Policy are provided in
the Corporate Governance Report.

The Nomination & Remuneration Policy of the Company
can be accessed at https://singerindia.com/wp-content/
uploads/2025/04/NRC-Policy.pdf

Details of remuneration under Section 197 of the Act and read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is stated in Annexure- II,
which forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND
THEIR ADEQUACY

The Company has adequate internal control systems and
procedures designed to effectively control the operations at its
various functions. The internal control systems are designed to
ensure that the financial and other records are reliable for the
preparation of financial statements and for maintaining assets.
The Company has well designed Standard Operating Procedures
which have also been reviewed/modified periodically to further
enhance the control aspects. The audit scope, methodology
to be used, reporting framework are defined well in advance,
subject to consideration of the Audit Committee of the Company.

The Internal Auditors evaluate the efficacy and adequacy of the
internal control system, its compliance with operating systems
and policies of the Company and accounting procedures at
all the locations of the Company. Based on the report of the
Internal Auditors, process owners undertake corrective action
in their respective areas and thereby strengthen the controls.
Internal Auditors carried out quarterly procedures to verify
effectiveness and efficacy of internal controls and their findings
are reviewed by the management and by the Audit Committee
of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain
their views on the financial statements including the Financial
Reporting System and Compliance to Accounting Policies
& Procedures, the Audit Committee was satisfied with the
adequacy and effectiveness of the Internal Control and Systems
followed by the Company.

INDIAN ACCOUNTING STANDARDS (IND AS), 2015

The annexed financial statements comply in all material aspects
with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules, 2015 and other relevant provisions of the Act.

RISK MANAGEMENT

The Company has laid down a well-defined Risk Management
Policy to identify the risks associated with the business of the
Company. The Board, where appropriate, periodically reviews
the significant risks to mitigate the risk exposure. More details
are given in the Management Discussions and Analysis Report
in the Annual Report.

The Risk Management Policy of the Company in terms of
provisions of Section 134(3)(n) of the Act read with the Listing
Regulations is in place and can be accessed at https://singerindia.
com/wp-content/uploads/2023/08/Risk-Management.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014,
the Company has constituted a Corporate Social Responsibility
(CSR) Committee and has formulated a CSR Policy, indicating the
activities to be undertaken by the Company. The brief details of
CSR Committee are provided in the Corporate Governance Report.
The Annual Report on CSR activities as prescribed under the CSR
Rules is set out as Annexure -III, forming part of this Report.

The CSR Policy of the Company can be accessed on the
Company’s website at https://singerindia.com/wp-content/
uploads/2022/07/CSR-POLICY_2021.pdf.

During the year under review, the Company undertook initiatives
to operate skill development centers aimed at empowering
underprivileged women and men. These centers provide training
in sewing, embroidery, and related vocational skills, with the
objective of making participants self-reliant and economically
independent members of their families. The CSR initiatives are
implemented through various Corporates, Trusts, Societies,

NGOs, and other institutions, and are aligned with the activities
specified under Schedule VII of the Companies Act.

The Company spent Rs. 20.75 Lakh on these skill development
centers during the Financial Year ended 31st March 2025,
exceeding the allocated budget for FY 2024-25 by Rs. 0.48 Lakh.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report on matters
related to the business performance as stipulated under
the Listing Regulations forms a separate section of this
report as Annexure-2.

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

The Company had adopted a policy against Sexual Harassment
at Workplace under Posh Act, 2013. Internal Committee
has been set up to redress complaints relating to sexual
harassment at workplace of any employee. All employees
(Permanent, Contractual, Temporary and Trainees) are covered
under this Policy.

The Company periodically conducts sessions for employees
across the organization to build awareness about the POSH
Policy and the provisions of POSH Act.

The Company has received no complaint during the year 2024¬
25 and no complaint is pending at the end of the year 2024-25.

The policy against Sexual Harassment at Workplace under
Posh Act, 2013 of the Company can be accessed at
Company’s website at https://singerindia.com/wp-content/
uploads/2025/04/Prevention-of-Sexual-Harassment-Policy.pdf.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule
12 of the Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on the
website of the Company at https://singerindia.com/investors/
annual-return/.

RELATED PARTIES TRANSACTIONS

Your Company has adopted a related party transactions policy.
The Audit Committee reviews the policy from time to time and
approves all related party transactions, to ensure that the same are
in line with the provisions of applicable law and the related party
transactions policy. The Committee approves the related party
transactions and wherever it is not possible to estimate the value,
approves limit for the Financial Year, based on best estimates. All
the related party transactions of the Company are reviewed by the
Audit Committee and presented to the Board on a quarterly basis.
These transactions were at arm’s length basis and in the ordinary
course of business and are in compliance with the provisions of
Section 188 of the Companies Act, 2013 read with Companies

(Meeting of Board and its Powers) Rules, 2014 and Listing
Regulations. There were no materially significant related party
transactions entered into by the Company during the year under
review. The disclosures relating to related parties are explained
in Note 35 in the notes to accounts attached to the Financial
Statements. The particulars of contracts or arrangements with
related parties referred to in sub-section (1) of Section 188 of the
Act in the prescribed Form AOC-2 is annexed as Annexure- IV.

The policy of the Company on Related Party Transactions
can be accessed at https://singerindia.com/wp-content/
uploads/2025/02/RPT-Policy-1.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for employees
and directors to report about the genuine concerns, unethical
behavior, fraud or violation of Company’s Code of Conduct
and leakage/suspected leakage of Unpublished Price Sensitive
Information with respect to the Company. No person has been
denied access to the Chairperson of the Audit Committee.

The Company has received no complaint during the year 2024¬
25 and no complaint is pending at the end of the year 2024-25
in respect to whistle blower policy.

The said policy of the Company can be accessed at https://
singerindia.com/wp-content/uploads/2024/08/Whistle-
Blower-Policy.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY

There are no significant material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern
status and the Company's operations in future.

STATUTORY AUDIT

M/s B S R & Co LLP, Chartered Accountants (Firm Registration
Number 101248W/W-100022), are the Statutory Auditors of the
Company, who were re-appointed for a second term of five (5)
years at the 44th Annual General Meeting (‘AGM’) held on 26th
September 2022 to hold the office from the conclusion of the
44th AGM of the Company upto the conclusion of the 49th AGM
of the Company.

M/s B S R & Co LLP, Chartered Accountants, (Firm Registration
Number 101248W/W-100022), the Statutory Auditors of the
Company has given their report(s) on the financial statements
of the Company for the Financial Year ended 31st March 2025,
which forms part of the Annual Report. There is no qualification,
reservation, adverse remark, comments, observations, or
disclaimer given by the Statutory Auditors in their report(s).
There were no frauds reported by the Statutory Auditors under
the provisions of Section 143 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with rules framed thereunder, M/s. H.O. Gulati
& Co., Practicing Company Secretaries, were appointed as the
Secretarial Auditors of the Company to carry out the Secretarial
Audit for the year ending 31st March 2025. The Report of the
Secretarial Audit is annexed herewith as Annexure - V.

There are no qualifications, reservations, adverse remarks,
comments, observations, or disclaimers made by the Secretarial
Auditors in their report.

There were no frauds reported by the Secretarial Auditors under
the provisions of Section 143 of the Companies Act, 2013.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Act and
rules made thereunder, the Board of Directors of the Company
had appointed for the Financial Year 2024-25, M/s. O.P. Bagla
& Co. LLP, Chartered Accountants, as an Internal Auditor to
conduct the Internal Audit of the Company. Their scope of
work includes reviewing operational efficiency, effectiveness of
systems & processes, compliances and assessing the internal
control strengths in all areas. Internal Auditors’ findings are
discussed, and suitable corrective actions are taken as per the
directions of Audit Committee as on-going basis to improve
efficiency in operations. During the Financial Year 2024-25, no
fraud was reported by the Internal Auditor of the Company in
their Audit Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the SEBI Circular dated 08th February 2019
read with Regulation 24A of the SEBI Listing Regulations, the
Company has obtained an Annual Secretarial Compliance
Report from M/s. H.O. Gulati & Co., Practicing Company
Secretaries, confirming compliances with all applicable SEBI
Regulations, Circulars and Guidelines for the year ended 31st
March 2025 and was submitted to the stock exchange.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable provisions of the Secretarial Standard on

meetings of the Board of Directors (‘SS-1’) and the Secretarial
Standard on General Meetings (‘SS-2’) issued by the Institute of
Company Secretaries of India.

COST RECORDS

During the year ended 31st March 2025, the Company is engaged
in Manufacturing and primarily in trading of Sewing Machines
& related accessories and trading of Home Appliances. More
than 90% of revenue generated by the Company comes from
the trading activities, therefore, the turnover generated from the
manufacturing activity is below the threshold limit to come under
the purview of Cost Audit as per Section 148 of the Companies
Act, 2013. Therefore, the Company is not required to maintain
cost records as per sub-section (1) of Section 148 of the Act.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies
Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
provided in Annexure-II to this Report.

The Board of Directors wishes to thank all the employees for
their contribution to the Company's operations throughout the
year. The Company's growth has been aided by the collective
spirit of cooperation among all levels of personnel, as well as
their sense of ownership and devotion.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO

A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo in accordance
with Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is provided in
Annexure - VI to this Report.

PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the
Company under the Insolvency and Bankruptcy Code, 2016,
during the Financial Year 2024-25.

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 Company has not made any one-time settlement, therefore,
the same is not applicable.

CAUTIONARY STATEMENT

Statements in this ‘Director’s Report’ & ‘Management Discussion
and Analysis Report’ describing the Company’s objectives,
projections, estimates, expectations, or predictions may be
forward looking statements within the meaning of applicable laws
and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make difference
to the Company’s operations including raw material/ fuel availability
and its prices, cyclical demand and pricing in the Company’s
principle markets, changes in the Government regulations, tax
regimes, economic developments within India and the countries in
which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors place on record their sincere thanks and
appreciation to SINGER, our Shareholders, all our customers,
dealers/distributors, suppliers and banks, authorities,
Government of Jammu & Kashmir, members and associates
for their co-operation and support at all times and to all our
employees for their valued contribution to the growth and
profitability of your Company’s business and look forward to their
continued support. We are deeply grateful for the confidence
and faith that our stakeholders have always reposed in us.

For and on behalf of the Board

Place: New Delhi Sunil Duggal

Date: 22.05.2025 Chairperson