Your Directors hereby submit the Forty-Eight Annual Report together with the Audited Financial Statements of your Company for the
Financial Year ended 31^st March 2026.

FINANCIAL RESULTS

The Company’s financial performance for the year ended on 31^st March 2026 is summarized below:

FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS

During the Financial Year 2025-26, the Company continued
to demonstrate strong business performance and operational
resilience despite a challenging economic environment. Driven
by its trusted brand, expanding product portfolio, focused
innovation initiatives and strengthened market presence, the
Company achieved significant growth in revenue and profitability.

The Company's revenue from operations increased to Rs.
557 Crore during FY 2025-26 as against Rs. 432 Crore in the
previous financial year, reflecting a growth of 29%. Profit Before
Tax (after exceptional items) increased by 73% to Rs. 17.33
Crore, while Profit After Tax also grew by 73% to Rs. 12.76
Crore as compared to the previous year.

The Sewing Machine business continued to be the primary
growth driver, recording revenue of Rs. 450.29 Crore during
FY 2025-26, supported by strong demand for premium and
technologically advanced sewing machines. The Home
Appliances business recorded revenue of Rs. 104.78 Crore.
The decline in revenue in this segment was attributable to
the Company's strategic decision to rationalise its product
portfolio by discontinuing low-margin products and focusing on
profitable categories and efficient sales channels.

The Company remains committed to sustainable growth,
operational efficiency and value creation for all stakeholders. A

detailed analysis of the Company’s state of affairs can be found
in the ‘Management Discussion and Analysis Report’ section
of this report.

HUMAN CAPITAL

The Company upholds high standards of Human Resource
management, ensuring regulatory compliance and offering
continuous learning and development opportunities. In the
Financial Year 2025-26, the Company was certified as a Great
Place to Work, enhancing confidence among internal and
external stakeholders.

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

As part of its continued commitment to enhancing shareholder
value, the Board of Directors of the Company, at its meeting
held on May 27, 2026, recommended a Final Dividend of Rs.
0.40 (Forty Paise) per equity share of face value Rs. 2.00 each
for the financial year 2025-26.

The proposed Final Dividend is subject to the approval of the
Members at the ensuing Annual General Meeting (“AGM”).

Upon approval by the Members, the Dividend will be paid to
eligible shareholders after deduction of tax at source (“TDS”),
as applicable under the provisions of the Income-tax Act, 2025.

The recommendation of the Final Dividend has been made in
compliance with the applicable provisions of the Companies
Act, 2013 and Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended.

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 2025-26, there was no change in
the Authorised Share Capital of the Company. As on 31^st
March 2026, 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

During the year under review, the Company’s paid up share
capital has been increased by issuing 5,63,578 (Five Lakhs
Sixty-Three Thousand Five Hundred and Seventy-Eight) Equity
Shares of the Company having face value Rs. 2/- (Rupees Two
Only) each for Rs. 79.59/- per Equity Share aggregating to an
amount Rs. 4,48,55,173.02/- (Rupees Four Crore Forty- Eight
Lakhs Fifty-Five Thousand One Hundred Seventy-Three and
Two Paisa Only) on a preferential basis for cash consideration.
Accordingly, as on 31^st March 2026, the Issued, Subscribed
and Paid-up Equity Share Capital of the Company is Rs.
12,44,38,234/- (Rupees Twelve Crore Forty-Four Lakh Thirty-
Eight Thousand Two Hundred Thirty-Four Only) divided into
6,22,19,117 (Six Crore Twenty-Two Lakh Nineteen Thousand
One Hundred Seventeen 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 2025-26. As on
31^st March 2026, none of the Directors of the Company hold
any instruments convertible into equity shares of the Company.

Employee Stock Option Scheme

Singer India Stock Option Plan (ESOP 2023) 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 05^th
April 2023. On 28^th May 2023, the Scheme was approved by
the members of the Company by giving their assent on the
implementation of the Scheme.

As on 31^st March 2026, the total number of stock options granted
pursuant to ESOP Scheme is 34,75,000 options out of 36,00,000

equity shares and an allotment of shares was made under the
ESOP Scheme. Out of these granted options 21,06,250 options
are vested and out of these vested options 62,500 options are
expired, 4,62,500 options have been exercised and allotted
on 17^th October 2024 and out of remaining unvested options,
62,500 options are lapsed 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.
176853.75/- being the unpaid and unclaimed dividend amount
pertaining to Financial Year 2017-2018 and 124686.80/- being
the unpaid and unclaimed interim dividend amount pertaining
to Financial Year 2018-2019 and transmitted 17,190 (on
account of Unclaimed Dividend for FY 2017-2018) and 17,920
(on account of Unclaimed Dividend for FY 2018-2019) Equity
Shares of the Company into the DEMAT Account of the IEPF
Authority held with CDSL (DPID/ Client ID 1204720013676780)
during the Financial Year 2025-26 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 2018-19 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 2018-19 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"), was a wholly
owned subsidiary of the Company and 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 13^th 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 31^st January 2020, BTIPL formally resolved to
end operations and appointed the liquidator.

The Financial information of the subsidiary had been
consolidated till 31^st 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 30^th June 2020 and as on 31^st
March 2026, 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 31^st March 2026 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, Non- Executive Directors and Senior Management
Team in ensuring effective functioning of the Company.

As on 31^st March 2026, the Board is comprised of 08 (Eight)
Directors, out of which 01 (one) is Executive Managing Director,
04 (four) are Non-Executive Non-Independent Directors
(including 01 (one) Woman Non-Independent Director) and 03
(three) are Non-Executive Independent Directors.

Further, during Financial Year 2025-26 and till date of this report,
following changes occurred in Directorship and Key Managerial
Personnel positions of the Company:

• Mr. Subhash Chand Nagpal ceased to be the Chief
Financial Officer (CFO) and Key Managerial Personnel
(KMP) of the Company upon his retirement, with effect
from the close of business hours on 31^st March, 2026.

• Mr. Anuj Kumar Vasdev, who was serving as Chief Financial
Officer (CFO) - Designate, was appointed as the Chief
Financial Officer (CFO) and Key Managerial Personnel
(KMP) of the Company with effect from 01^st April 2026.

• In terms of the provisions of Section 152 of the Act,
Mr. Gavin John Walker (DIN: (DIN: 01216863), 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 one 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, and 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 (04) times. The details of meetings of the
Board of Directors held during the Financial Year 2025-26 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 31^st March 2026,
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 31^st March 2026, 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 31^st
March 2026 and of the profit of the Company for the period
ended 31^st March 2026;

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/2023/08/Board-
Diversity-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/2026/05/CSR-Policy.pdf.

During the year under review, the Company undertook
initiatives to operate skill development centers along with
NGOs,aligned with the activities specified under Schedule
VII of the Companies Act. The skill development centers and
NGOs are primarily focused on imparting education & training
and spreading social awareness, especially to economically
backward class people for their development by generating
income and employment for them.

The allocated CSR expenditure for FY 2025-26 was Rs.
21.54 Lakhs. Further, an excess CSR amount of Rs. 0.48
Lakhs pertaining to FY 2024-25 was available for set-off.
Accordingly, the net CSR obligation for the year stood at Rs.
21.06 Lakhs. During FY 2025-26, the Company incurred a total
CSR expenditure of Rs. 22.98 Lakhs, resulting in an excess
expenditure of Rs. 1.92 Lakhs over and above the prescribed
CSR obligation for the year.

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 for prevention of Sexual
Harassment of Women at workplace as per the provisions of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints
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 complaints during the year 2025¬
26 and no complaint is pending at the end of the year 2025-26.

The Prevention of Sexual Harassment Policy of the Company
can be accessed at Company’s website at https://singerindia.
com/wp-content/uploads/2026/06/POSH-Policy.pdf.

Details of complaints under said Policy read with Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 are as under:

• Number of complaints filed during the

year 2025-26 : 00

• Number complaints disposed off during the
year 2025-26 : 00

• Number of complaints pending at end of the
year 2025-26 : Nil

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 PARTY 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 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 Chairman of the Audit Committee.

The Company has received no complaints during the year 2025¬
26 and no complaint is pending at the end of the year 2025-26
in respect to whistle blower policy.

The said policy of the Company can be accessed at https://
singerindia.com/wp-content/uploads/2026/03/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 44^th Annual General Meeting (‘AGM’) held on 26^th
September 2022 to hold the office from the conclusion of the
44^th AGM of the Company upto the conclusion of the 49^th 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 31^st March 2026,
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

During the year under review, the Members approved the
appointment of M/s H.O. Gulati &Co. , Practising Company
Secretaries, as the Secretarial Auditors of the Company, to hold
office for a period of 05 (five) Financial Years ( from 01^st April,
2025 to 31^st March, 2030), to hold the office from conclusion of
47^th Annual General Meeting(“AGM”) till the conclusion of 52^nd
AGM of the Company to be held in the year 2030. 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 2025-26, 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 2025-26, 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 8^th 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 31^st
March 2026 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 31^st March 2026, 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 employees for their
contributions 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 proceeding has been filed against the
Company under the Insolvency and Bankruptcy Code, 2016,
during the financial year 2025-26.

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.

OTHER DISCLOSURES

The Government of India has enforced the four new Labour
Codes with effect from 21^st November, 2025, subsuming and
rationalising various existing labour laws relating to wages,
social security, industrial relations and occupational safety,
health and working conditions.

During the year under review, the Company evaluated the
applicability and implications of these Codes on its operations
and employment practices. Based on such assessment,
necessary revisions were initiated in wage structures, statutory
benefits, employment documentation, health and safety
frameworks and employee settlement processes to align

with the revised regulatory requirements currently in force.
Appropriate financial provisions have been made arising from
the implementation of the new Labour Codes. The Company
continues to ensure compliance in line with applicable rules and
guidelines as may be notified by the authorities from time to time.

The Company is in compliance with the provisions relating to
the Maternity Benefit Act, 1961.

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: 27.05.2026 Chairperson