Standard Industries Ltd

To

The Members,

Standard Industries Limited.

Your Directors hereby present the 128^th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31^st March 2025.

For the Financial Year April, 2024 to March, 2025 under review, the Company has achieved a textile trading turnover of 2207.98 lakhs in comparison with 1881.48 for the previous Financial Year.

The Company has introduced few new product range. Orders have been received from Institutions for supply of shirts/ trousers etc. The school uniform business is performing well. All these factors will help the Company to get better performance in coming years.

The Property Division of the Company comprises assets which are in excess of business needs, which the Company would liquidate based on market conditions.

The Financial Statements of your Company for the financial year 2024-25, are prepared as per Indian Accounting Standards ("IND AS") and in compliance with applicable provisions of the Companies Act, 2013 ("the Act"), read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015).

The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors.

There has been no change in the nature of business of the Company.

The Paid-up Equity Share Capital as on 31^st March, 2025, is 32,16,44,705/- comprising 6,43,28,941 Shares of 5/- each.

During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights, sweat equity shares and has not granted any stock options.

The Company has not bought back any of its securities during the financial year under review.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

During the year under review, there was no amount transferred to any of the reserves by the Company.

The Company is not engaged in manufacturing activities during the financial year under review and primarily undertakes trading activity. Therefore, the business of the Company is not power / technology intensive. Accordingly, there is no information to submit in respect of conservation of energy and absorption of technology. The Company is, however, constantly pursuing technological upgradation in a cost-effective manner for delivering quality customer service.

There are no outstanding public deposits remaining unpaid as on 31^st March, 2025. The Company has not accepted any public deposits under Chapter V of the Act and rules made thereunder.

However, the Company has taken loan from Non-Banking Financial Institution which is exempt from the definition of ‘deposit' under the Companies (Acceptance of Deposits) Rules, 2014. The details of such loans are given in Note No.21 to the standalone financial statements.

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors' Responsibility Statement, the Directors of your Company hereby state and confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) the Directors have taken proper and care 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) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company does not have any Associate or Joint Venture Company. However, your Company has following Wholly-owned Subsidiaries:

1. Standard Salt Works Limited.

2. Mafatlal Enterprises Limited.

During the current financial year, Standard Salt Works Limited is a material Subsidiary of the Company under Regulation 24A of SEBI (LODR) Regulation 2015.

During the current financial year, no new subsidiary was incorporated/acquired. The Company has not entered into a joint venture with any other company.

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable to the Company.

During the Financial Year, the Company has donated a sum of 33,50,00 0 towards CSR & other Rs. 1,25,000 both aggregating Rs. 34,75,000.

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Act, Shri Pradeep R. Mafatlal (DIN : 00015361) is due to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for reappointment.

Shri D.H. Parekh was appointed as an Executive Director for a period of 2 years commencing from 2^nd August, 2023 and his tenure would expire on 1^st August, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board has re-appointed Shri D.H. Parekh as Executive Director for a term of 2 (two) years from 2^nd August, 2025, to 1^st August, 2027, subject to approval of the Members at the ensuing AGM. The terms and conditions of his re-appointment are mentioned in the Explanatory Statement under Section 102(1) of the Act.

Shri D. H. Parekh is not disqualified from being appointed as a Director as specified in Section 164 of the Act.

Based on the recommendation of the Nomination & Remuneration Committee (NRC) the Board of Directors of the Company in its meeting held on 7^th November, 2024 approved the appointment of Shri Vedant Rajiv Podar (DIN 09212067) as an Additional Director in the category of Non- Executive Independent Director of the Company for a term of 5 (Five) years w.e.f. 7^th November, 2024, subject to the approval of shareholders and such other approvals as may be required to be obtained pursuant to the applicable provisions of the Companies Act, 2013 and the Regulations.

During the Financial Year 2024-25 appointment of Shri Vedant Rajiv Podar (DIN 09212067) as a Non-Executive Independent Director of the Company for a term of 5 (Five) years w.e.f. 7^th November, 2024 was approved by the Members of the Company through Postal ballot on 13^th December, 2024.

Based on the recommendation of the Nomination & Remuneration Committee (NRC) the Board of Directors of the Company in its meeting held on 7^th November, 2024 approved the appointment of Shri Rajanya P. Mafatlal (DIN 09599264) as an Additional Director in the category of Non- Executive Director of the Company of w.e.f. 7^th Novemb er, 2024, subject to the approval shareholders and such other approvals as may be required to be obtained pursuant to the applicable provisions of the Companies Act, 2013 and the Regulations.

During the Financial Year 2024-25 appointment of Shri Rajanya P. Mafatlal (DIN 09599264) as a Non- Executive Director of the Company w.e.f. 7^th November, 2024 was approved by the Members of the Company through Postal ballot on 13^th December, 2024.

Shri Shobhan Diwanji ceases to be an Independent Director of the Company with effect from 13^th August, 2024. The Board has placed on record their sense of appreciation of the valuable services rendered by Shri Shobhan Diwanji during his association with the Company.

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR) Regulations, 2015, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, 4 (Four) Board Meetings were held, the details of which are given in the Corporate Governance Report. The gap between two consecutive meetings was within the period prescribed under Section 173 of the Act and Regulation 17(2) of SEBI (LODR) Regulations, 2015.

The Audit Committee comprises the following:

The NRC comprises the following:

The Committee has laid down the Company's Policy on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters. Pursuant to Section 134(3)(e) and Section 178 of the Act, the Company's Policy on Directors' appointment & remuneration is uploaded on the website of the Company at the link www.standardindustries.co/pdf/ Nomination&RemunerationPolicy.pdf

There have been no material changes 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.

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

The Company's internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of the operations. The Company maintains a system of internal controls designed to provide reasonable assurance regarding the following:

Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

Timely preparation of reliable financial information

Key controls have been tested during the year and corrective and preventive actions are taken for any weakness. Internal Audit System is engaged in evaluation of internal control systems. Internal Audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

Your Company has adopted Indian Accounting Standards ("IND AS") pursuant to Ministry of Corporate Affairs Notification dated 16^th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports.

The observations made by the Statutory Auditors read with the relevant notes on accounts is self-explanatory.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiaries (in Form AOC – 1) is annexed to the Financial Statements of the Company.

The Annual Return of the Company as on 31^st March, 2025 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Company's website and can be accessed at http://www.standardindustries.co/Annual-Return.html

The Board of the Company, based on recommendations of the NRC, has carried out an annual performance evaluation of its own performance and that of its committees and that of the individual Directors, pursuant of operations to the provisions of the Act and SEBI (LODR) Regulations, 2015. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programmes attended by Independent Directors are put up on the website of the Company at the link http://www.standardindustries.co/pdf/ FamiliarizationProgrammeforIndependentDirectors.pdf

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee. It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Company's Code, including the operations of the Company. The said Code has been displayed on the Company's website www.standardindustries.co There have been no cases of frauds which required the Statutory Auditors to report to the Audit Committee/ Board during the financial year under review.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

There have been no complaints received during the financial year.

The CSR Committee comprises the following:

The Company has formed a CSR Committee and has uploaded the CSR Policy on the Company's website at link http://www.standardindustries.co/pdf/PolicyOnCorporateSocialResponsibility.pdf The Company has also contributed a sum of 33,50,000/- towards Corporate Social Responsibility (CSR) as per Schedule VII of the Companies Act, 2013, during the Financial Year 2024-25. During the year under review, the Company does not fall under the provisions of Section 135 of the Companies Act, 2013 and accordingly was not required to contribute towards CSR activities under the Companies Act, 2013. However, the Company has voluntarily contributed the said amount towards CSR activities. Further, the board of directors of the Company have passed resolution to carry forward the excess CSR amount spent by the Company amounting to Rs.33,50,000/- to subsequent years as per the Companies (CSR) Rules, 2014.

The Company's CSR and initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outlines of the CSR Policy of the Company and the initiatives undertaken by the Company's CSR activities during the year are set out in Annexure ‘D' of this Report in the format prescribed in the Corporate Social Responsibility (CSR) Policy Rules, 2014. For other details regarding CSR Committee, please refer to the Corporate Governance Report.

The Chief Financial Officer of the Company has certified that the CSR amount so distributed for the projects have been utilized for the purposes and in the manner as approved by the Board.

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes to the Financial Statements.

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act, are disclosed in Form No. AOC -2 (Please refer Annexure A to the Directors' Report). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with Related Party transactions is disclosed is http://www.standardindustries.co/pdf/ PolicyOnRelatedPartyTransactions.pdf

The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure B. As per the provisions of Section 136 of the Act, the Annual Report is being sent to the Members, excluding the information on employees' remuneration particulars as required under 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 the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI (LODR) Regulations, 2015, the Company has appointed M/s. S.K. Dwivedi & Associates, to undertake the Secretarial Audit of the Company. Report of the Secretarial Auditors for the Company and Standard Salt Works Limited is annexed herewith as

Annexure C-1 and C-2 respectively.

The Secretarial Audit Reports do not contain any qualification, reservation, adverse remark or disclaimer. M/s. S.K. Dwivedi & Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2024-25 to fill the casual vacancy caused by the sad demise of Mr. Nishant Jawasa, Proprietor of M/s. Nishant Jawasa & Associates, Company Secretaries, who was appointed as Secretarial Auditor on 21.05.2024. On the recommendation of the Audit Committee, the Board at its Meeting held on 20^th May, 2025, have proposed the appointment of M/s. S.K. Dwivedi & Associates, Company Secretaries, Mumbai as Secretarial Auditors of the Company for a term of 5 years, i.e. from the conclusion of the 128^th Annual General Meeting until the conclusion of the 133^rd Annual General Meeting, subject to members' approval. The Company has also received a confirmation from M/s. S.K. Dwivedi & Associates, Company Secretaries, Mumbai, to the effect that they are eligible and not disqualified under section 204 of the Companies Act, 2013, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Secretaries Act, 1980, other applicable provisions, if any and the Rules framed thereunder, for being appointed as Secretarial Auditors of the Company. As required under Regulation 24A(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company. There is no risk identified which in the opinion of the Board may threaten the existence of the Company.

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to this Report.

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations 2015, is enclosed as Annexure to this Report.

All the properties/assets including buildings, furniture/ fixtures, etc. and insurable interests of the Company are adequately insured.

M/s. R. S. Gokani & Co., (Firm Registration No.140229W) Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 126^th Annual General Meeting of the Company held on 1^st August, 2023, for a term of 5 (five) consecutive years till 131^st Annual General Meeting of the Company.

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively.