The timely and accurate disclosure of information regarding the company’s financial situation, performance, board structure, and ownership is an essential part of Corporate Governance. These arrangements define how an organization directs and controls itself and the people associated with it.

The Corporate Governance Policy is reviewed at least once a year and modified whenever necessary to ensure alignment with best global practices.

Our corporate philosophy is built on ethical, fair, and transparent governance practices. The Board and its committees uphold all fiduciary responsibilities, ensuring fairness, independence, and transparency across all decisions through a strong governance framework.

Corporate Governance aims to meet stakeholder aspirations and societal expectations. Rather than being a regulatory requirement, it is a culture that guides the Board, Management, and Employees toward the best interests of stakeholders.

At Singhania Brothers Limited, Corporate Governance is considered a key driver of efficiency, growth, and investor confidence. Our philosophy states:

“As a good corporate citizen, the Company is committed to sound corporate practices based on its vision, values & principles to build stakeholder confidence, ensuring long-term success and sustainability.”

An active, well-informed, and independent Board forms the core of our governance structure, overseeing management actions and protecting stakeholder interests.

• Excellence
• People Engagement
• Integrity
• Customer Centricity
• Collaboration

An Independent Director is a non-executive director who:

• Has integrity, expertise and relevant experience.
• Is not a promoter or related to promoters/directors.
• Has no material financial relationship with the Company.
• Has relatives free from major financial dealings with the Company.
• Has not held key managerial positions recently.
• Does not hold 2% or more voting power.
• Is not associated with firms serving the Company beyond permitted limits.
• Is at least 21 years of age.
• Does not create cross-directorship conflicts.

• Paid sitting fees as per Companies Act and Board approval.
• Eligible for commission (if applicable and shareholder-approved).
• Not eligible for stock options.
• Can receive reimbursement for meeting-related expenses.

• Held at least four times a year — once every quarter.
• Max 120 days gap between two meetings.
• Held at registered office or via permitted video conferencing.
• Minutes circulated promptly and confirmed in next meeting.

• Review compliance certificates and reports.
• Formulate, adopt, and review statutory policies.
• Set business conduct and ethical standards.
• Set policyholder servicing and grievance standards.
• Provide strategic guidance for business policies.
• Review regulatory directions.
• Evaluate senior management performance.
• Review IT system integrity.
• Form committees as needed.
• Ensure internal controls & audits are effective.
• Monitor financial performance and publish accurate results.
• Ensure timely disclosure of material developments.
• Formulate investment strategies.
• Review Whistle Blower mechanism.
• Seek advice from external experts if required.

As mandated by the Companies Act, 2013, the Company has a system for evaluating the performance of Directors and the Board. Independent Directors must meet at least once annually without non-independent Directors or Management to review governance matters.