Standard Industries Ltd Directors Report

To The Members,

Standard Industries Limited.

Your Directors hereby present the 129^th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31^st March 2026.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

	Current year	Previous year
	01.04.2025 to 31.03.2026	01.04.2024 to 31.03.2025
	(Rs in lakhs)	(Rs in lakhs)
Profit before Depreciation and tax	(1,513.63)	(1,132.13)
Add: Depreciation for the current year	245.59	246.62
Profit before Tax	(1,759.22)	(1,378.75)
Current Tax		-
Excess/Short Tax Provision of earlier years written back		(1.69)
Profit after Tax	(1,759.22)	(1,380.44)
Remeasurements of the defined benefit Plans	11.59	9.91
Charge In fair Value of Equity instrument	1,954.43
Net Profit	206.80	(1,370.53)
Balance brought forward from previous year	10,365.83	12,090.17
Sub total	10,572.63	10,719.64
Less: Final Dividend @11% on 6,43,28,941		353.81
Equity Shares for the Financial Year 2023-24
(Paid on 30.08.2024)
Balance	10,572.63	10,365.83
Less: Tax on Other Comprehensive Income (OCI)	100.00
Less: Interim Dividend @ 11% on 6,43,28,941	353.81
Equity Shares for Financial year 2025-26
(Paid on 11.03.2026)
Retained Earnings as on 31.3.2026	10,118.82	10,365.83

The Board of Directors in their Meeting held on 12th February, 2026, have declared an interim dividend of Re. 0.55 per equity share of Rs 5/- each for the year ended 31st March, 2026. Further, the Board of Directors in their meeting held on 12th May, 2026 have recommended a final dividend of Re. 0.25 per equity share of Rs 5/- each for the financial year ended 31st March, 2026 and is subject to approval of members at the ensuing Annual General Meeting.

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS:

TRADING DIVISION

For the Financial Year April, 2025 to March, 2026 under review, the Company has achieved a textile trading turnover of Rs 3068.34 lakhs in comparison with Rs 2207.98 lakhs for the previous Financial Year.

The Company has introduced new product range such as Bed Sheets, Towels, Ready to stitch garments, etc. The Company has also expanded its existing product range by adding new dealers. This could ensure further growth 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.

ASSIGNMENT/TRANSFER OF DEVELOPMENT

RIGHTS IN RESPECT OF LAND

The Board of Directors of the Company in their Meeting held on 12^th May, 2026, have approved the assignment/transfer of development rights in the land underlying Stanrose Apartment Building admeasuring 1937.30 sq. mtrs. ("Land"), owned by the Company, situated at Kashinath Dhuru Marg, Chandrakant Dhuru Wadi, Dadar West, Mumbai – 400028 to Prabhadevi Developer Private Limited ("Developer") by execution of a Deed of Assignment of Development Rights ("Deed") by the Company in favour of the Developer ("Transaction"). The Developer will develop a residential building ("Building") over the Land ("Project"). The consideration payable by the Developer to the Company for the Transaction is (i) Rs 169,51,41,225/- (Rupees One Hundred and Sixty Nine Crores Fifty One Lakhs Forty One Thousand Two Hundred and Twenty Five only) payable by the Developer to the Company in tranches as may be provided in the Deed to be executed by the Company in favour of the Developer; and (ii) allocation of a total area of 25,774.61 sq. ft. of residential RERA carpet area, spread over four flats and sixteen car parking spaces in the Building to be constructed by the Developer on the Land. In connection with the above, the Company has approved the principal terms and conditions for the aforesaid Transaction and the Deed. This Deed will be executed later and the Company will inform the Exchange as and when the same is executed.

INTER CORPORATE DEPOSITS

The Company has received from Duville Estates Private Limited an Inter Corporate Deposits of Rs 57.01 crores at the interest rate of 8% per annum from the date of receipt of Deposits.

SALE OF INVESTMENTS IN EQUITY SHARES OF DUVILLE ESTATE PRIVATE LIMITED

During the Financial Year 2025-26, the Company disposed off its entire investment in Duville Estates Private Limited comprising 14,47,714 Equity Shares which was classified as equity instrument designated at Fair Value through Other Comprehensive Income (FVTOC) in accordance with Ind AS 109 – Financial Instruments.

The sale was executed in two tranches, viz.:

(a) First tranche of 9,04,845 Equity Shares quarter July/September, 2025 and (b) Second tranche of 5,42,869 Equity Shares during the current quarter, both aggregating 14,47,714 Equity Shares at the fair value price of Rs 212/- per share aggregating Rs 30,69,15,379/- as determined by Registered Valuer, Bhakti Shah & Associates, Chartered Accountants.

Accordingly, fair value changes of equity instruments and gain/(loss) of Rs 1954.43 lakhs on the disposal of the said instruments is accounted as per the requirements of Ind AS 109.

ACCOUNTS

The Financial Statements of your Company for the financial year 2025-26, 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, 2026, is Rs 32,16,44,705/- comprising 6,43,28,941 Equity Shares of Rs 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

In view of the losses, 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.

The Company has no foreign exchange earnings and there was outgoing of Rs 108.33 lakhs towards payment of dividend during the financial year under review and directorsRs foreign travel expenses amounting to Rs 18.98 lakhs.

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 31^st March, 2026. 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 RsdepositRs under the Companies (Acceptance of Deposits) Rules, 2014. The details of such loans are given in

Note No. 21 to the standalone financial loan of Rs 1224.95 lakhs has been fully paid along with interest during the year.

The requisite return for FY 2024-25 with respect to amount not considered as Deposits has been filed. The

Company does not have any unclaimed deposits as of date.

VALUATION FOR ONE TIME SETTLEMENT

The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable to the Company.

DIRECTORSRs RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to DirectorsRs 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 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors have selected such accounting 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 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.

. The

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 Rs 15,00,000 towards CSR and other donations of Rs 52,25,000 both aggregating Rs 67,25,000.

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, Smt. Divya P. Mafatlal (DIN : 00011525) is due to retire by rotation at policies the ensuing Annual General Meeting ("AGM") and being eligible offers herself for reappointment.

B. Changes in Directors

There are no changes in the composition of Directors & KMP during this Financial Year.

Re-Appointment of Shri Khurshed M. Thanawalla sufficient

Shri Khurshed M. Thanawalla (DIN: 00201749) was appointed as an Independent Director on the Board of the Company on May 19, 2022, for a period of five years to hold office till May 18, 2027. The the members at the Annual General Meeting ("AGM") held on August 18, 2022.

Based on the performance evaluation and as per recommendation of the Nomination and Remuneration financial Committee (NRC), the Board of Directors have reappointed Shri Khurshed M. Thanawalla as an Independent Director of the Company for a period of

5 (Five) years from 19^th May, 2027 to 18^th May, 2032, in terms of Section 149,152 and other applicable provisions of the Act, read with Regulation 16 and 17 of the SEBI (LODR) Regulations, 2015, subject to approval of the Members.

The Board is of the opinion that Shri Khurshed M. Thanawalla possesses requisite expertise, integrity and experience (including proficiency) for re-appointment as an Independent Director of the Company and the Board considers that, given his professional background, experience and contributions made by him during his tenure, the continued association of Shri Khurshed M.

Thanawalla would be beneficial to the Company.

C. Declarations by Independent Directors and reappointment:

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 meets 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
Shri Tashwinder Singh (appointed w.e.f. 20.5.2025)	Member

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The NRC comprises the following:

Shri Khurshed M. Thanawalla	Chairman
Smt. Divya P. Mafatlal	Member
Shri Ganpatrao Patwardhan	Member

The Committee has laid down the Companys Policy on DirectorsRs appointment and remuneration, including criteria for determining qualifications, independence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the Act, the Companys Policy on DirectorsRs 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 Companys operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL

FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS

The Companys internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the organizationS 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

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

T imely 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 thepositiveattributes, 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 Companys 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, 2026 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 Companys 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 Companys Code, including the operations of the Company. The said Code has been displayed on the Companys 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.

DETAILS OF FRAUD REPORTED BY THE

AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL

GOVERNMENT

There have been no cases of frauds which required the Statutory Auditor to report to the Board during the financial year under review.

DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC). Accordingly, the disclosures are not applicable.

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. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows : a. Number of complaints of Sexual Harassment received in the Year: NIL b. Number of complaints disposed off during the year:

NIL c. Number of cases pending for more than ninety days: NIL

MATERNITY BENEFITS

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

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 Companys website at link http://www.standardindustries.co/pdf/ PolicyOnCorporateSocialResponsibility.pdf The Company has also contributed a sum of

Rs 15,00,000/- towards Corporate Social Responsibility (CSR) as per Schedule VII of the Companies Act, 2013, during the Financial Year 2025-26. 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 15,00,000/- to subsequent years as per the Companies (CSR) Rules, 2014.

The Companys 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 Companys CSR activities during the year are set out in Annexure RsDRs 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

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 Section 188(1) of the Act, are disclosed in Form No. AOC -2 (Please refer Annexure A to the DirectorsRs 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 employeesRs 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. As at the end of the year, the Company has employed 12 on its Payroll, out of which 8 are males, 4 are females and no transgenders.

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, M/s. S.K. Dwivedi & Associates were appointed as Secretarial Auditors of the Company at the 128^th AGM of the Company held on 29^th July, 2025, for a term of 5 (Five) consecutive years till the conclusion of the 133^rd Annual General Meeting. 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.

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 RsMeetings of the Board of DirectorsRs and RsGeneral MeetingsRs respectively.

	For and on behalf of the Board
	PRADEEP R. MAFATLAL
Mumbai	Chairman
Dated: 12th May, 2026	DIN 00015361