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)

The Board of Directors in their Meeting held on 12^th February, 2026, have declared an interim dividend of
Re. 0.55 per equity share of ' 5/- each for the year ended 31^st March, 2026. Further, the Board of Directors
in their meeting held on 12^th May, 2026 have recommended a final dividend of Re. 0.25 per equity share of
' 5/- each for the financial year ended 31^st 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 ' 3068.34 lakhs in comparison with ' 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) ' 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 ' 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 during the
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 ' 212/- per share
aggregating ' 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 ' 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 ' 32,16,44,705/- comprising 6,43,28,941 Equity
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

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 ' 108.33 lakhs towards payment of dividend

during the financial year under review and directors' foreign
travel expenses amounting to ' 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
‘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. The
loan of ' 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.

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 2026, 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 ' 15,00,000 towards CSR and other donations of
' 52,25,000 both aggregating ' 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
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

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 same was approved by
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
Committee (NRC), the Board of Directors have re¬
appointed 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 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 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 _ Member

(appointed w.e.f. 20.5.2025)

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 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,
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 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 linkhttp://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.

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 Company's
website at linkhttp://www.standardindustries.co/pdf/
PolicvOnCorporateSocialResponsibilitv.pdf

The Company has also contributed a sum of
' 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
' 15,00,000/- 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

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
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 ishttp://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.

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 ‘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: 12^th May, 2026