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.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS:

TRADING DIVISION

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.

PROPERTY DIVISION (REAL ESTATE ACTIVITIES)

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

ACCOUNTS

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.

NATURE OF BUSINESS OF THE COMPANY

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

SHARE CAPITAL

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.

TRANSFER TO RESERVES

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

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

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.

PUBLIC DEPOSITS

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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) i n 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 sufficient
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.

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND
ASSOCIATE COMPANIES

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.

COST RECORDS

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.

DONATIONS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Retirement by rotation and subsequent
re-appointment

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.

B. Changes in Directors
Re-appointment of Shri D.H. Parekh

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.

Appointment of Shri Vedant Rajiv Podar

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.

Appointment of Shri Rajanya P. Mafatlal

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
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 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.

Cessation of Mr. Shobhan Diwanji

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.

C. Declarations by Independent Directors and
re-appointment:

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.

NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

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.

AUDIT COMMITTEE

The Audit Committee comprises the following:

Shri Khurshed M. Thanawalla — Chairman

Shri D.H. Parekh — Member

Shri Ganpatrao Patwardhan — Member

(appointed w.e.f. 12.08.2024)

Shri Tashwinder Singh __ Member

(appointed w.e.f. 20.05.2025)

Shri Shobhan Diwanji _ Member

(upto 12.08.2024)

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The NRC comprises the following:

Shri Khurshed M. Thanawalla — Chairman

Smt. Divya P. Mafatlal — Member

Shri Ganpatrao Patwardhan — Member

(appointed w.e.f. 12.08.2024)

Shri Shobhan Diwanji _ Member

(upto 12.08.2024)

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

MATERIAL CHANGES AND COMMITMENTS

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.

SIGNIFICANT AND MATERIAL ORDERS

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.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

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.

INDIAN ACCOUNTING STANDARDS (IND AS)

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.

AUDIT OBSERVATIONS AND EXPLANATION OR
COMMENTS BY THE BOARD

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.

PERFORMANCE AND FINANCIAL POSITION OF
EACH OF THE SUBSIDIARIES, INCLUDED IN THE
CONSOLIDATED FINANCIAL STATEMENT

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.

ANNUAL RETURN

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

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

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 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

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
FOR DIRECTORS AND EMPLOYEES

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.

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

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee comprises the following:

Shri Pradeep R. Mafatlal — Chairman

Smt. Divya P. Mafatlal — Member

Shri D.H. Parekh — Member

Shri Khurshed Thanawalla — Member

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/
PolicvOnCorporateSocialResponsibilitv.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
' 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.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

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

PARTICULARS OF EMPLOYEES

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 of
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.

SECRETARIAL AUDIT REPORT

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 a
valid certificate issued by the Peer Review Board of the
Institute of Company Secretaries of India.

RISK MANAGEMENT

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.

CORPORATE GOVERNANCE

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

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.

INSURANCE

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

AUDITORS

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.

SECRETARIAL STANDARDS

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.

For and on behalf of the Board
PRADEEP R. MAFATLAL
Chairman
DIN 00015361

Mumbai

Dated: 20^th May, 2025