Your Directors are pleased to present the 38th Annual report on the operations of your Company, together with the
audited financial statements for the year ended 31st March 2025. Further, in compliance with the Companies Act,
2013 the Company has made all requisite disclosures in this Board Report with the objective of accountability and
transparency in its operations to make you aware about its performance and future perspective of the Company.

1. COMPANY OVERVIEW

Standard Capital Markets Limited., is a Public limited, Listed Company incorporated on 19th February 1987 under the
Companies Act, 1956 and has its registered office G-17, Krishna Apra Business Square, Netaji Subhash Place, Pitampura,
Delhi-110034 . It is registered as a Non Accepting Public Deposit, Non-Banking Finance Company vide the Reserve Bank
of India ('RBI') registration number March, 2003. The Company launched its initial public offering of equity share and
was listed on the Bombay Stock Exchange since March, 1995

2. FINANCIAL RESULTS

A summary of the financial performance of the Company during the financial year 2024-25 along with previous year
figures are given below:

(Amount in 'Lakh')

Total Revenue:

The company's total revenue for the year ended March 31,2025, was ^ 10,077.65 lakhs, marking a substantial increase
of 225.42% compared to the previous year's revenue of ^3,096.77 lakhs. This impressive growth can be attributed to
the successful implementation of strategic initiatives and an enhanced market presence.

Profit After Tax:

The profit after tax for the year ended March 31,2025 amounted to ^ 2834.71 lakhs, showing an increase of 164.67%
from the profit after tax of ^ 1071.01 lakhs recorded for the previous year ended March 31, 2024. While the increase
in profit is modest relative to the revenue growth, it indicates consistent profitability and effective cost management.

3. SHARE CAPITAL & NET WORTH

During the financial year 2024-25, On 27th May, 2024, Authorized Share Capital of the Company was increased from
R 150,00,00,000/- (Indian Rupees One Hundred Fifty Crore Only) divided into 150,00,00,000 (One Hundred Fifty Crore)
Equity Shares to R 200,00,00,000 (Rupees Two Hundred Crore Only) divided into 200,00,00,000 (Two Hundred Crore)
Equity Shares of face value of R 1/- (Rupee One Only) each.

On 10th June, 2024, allotment of 26,00,00,000 (Twenty Six Crores) Equity Shares of face value of R 1/- (Rupee One Only)
each fully paid, at an issue price of R 2.75/- (Rupees Two and Seventy-Five Paisa Only) per equity share towards conversion
of outstanding unsecured loan which impact to increase of Paid up Capital of the Company from R 147,00,03,000/-
(Indian Rupees One Hundred Forty Seven Crore and Three thousand Only) to 173,00,03,000/- of face value of R 1/-
(Rupee One Only) each.

4. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2025, the Company has Three Subsidiary Company

1. M/s Standard Capital Advisors Limited

The Main object of Standard Capital Advisors Limited is to carry on the business of merchant banking.

2. M/s Standard Insurance Broking Limited

The main object of Standard Insurance Broking Limited to act as a direct broker under the IRDAI (Insurance Brokers)
Regulations, 2018

3. KRV Brooms Private Limited.

KRV Brooms Private Limited is engaged in the business Manufacturing and Trading of Brooms.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, our Company has prepared Consolidated
Financial Statements of the Company which forms part of 38th Annual Report. Further, a statement containing salient
features of Financial Statements of the Subsidiary in the prescribed format AOC-1, pursuant to Section 129 (3) of the
Companies Act, 2013, is annexed as Annexure-I to this Report. In accordance with the provisions of Section 136 of
the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related
information of the Company and the Audited Accounts of the Subsidiary are available on our website i.e. www.stancap.
co.in.

5. DIVIDEND

The company paid an interim dividend on the equity shares at the rate 1% or R.01 on face value of R1/- each per equity
share as approved by the Board on 30 April, 2024 for the financial year 2023-24.

6. THE AMOUNT IF ANY PROPOSED BY THE BOARD TO CARRY TO RESERVE

Details of the amount transferred by the Company to RBI Reserve Fund Account as per the provisions of Section 45-IC
of the Reserve Bank of India Act, 1934 are given in the Financial Statements of the Company for the year ended March
31,2025 forming part of this Annual Report.

7. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any funds to the Investor education and
protection Fund.

8. OPERATIONS & CHANGE MANAGEMENT

Operations is the backbone of the company's internal and external service delivery. The company's operations service
delivery is managed out of its Registered Office at Delhi. Operations strives to adopt an empathetic approach to
drive efficiencies and best-in-class service delivery. It supports launch of new products and services with a 'project
management' approach. It continuously explores opportunities to improve service delivery and cost efficiency

Internal controls are reviewed continuously so that risks are well managed. End-to-end processes are regularly reviewed
to reduce errors, automate manual processes, improve processing cycle times, and manage costs efficiently.

through process improvements and technology enablement. Internal controls are reviewed continuously so that risks
are well managed. End-to-end processes are regularly reviewed to reduce errors, automate manual processes, improve
processing cycle times, and manage costs efficiently.

9. RECLASSIFICATION OF PROMOTER/PROMOTER GROUP TO PUBLIC

The Company received approval from BSE Limited on 14th June 2024 under the provisions of
Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for
the reclassification of certain members of the Promoter/Promoter Group to Public category.

The approval letter issued by the Exchange is available on the Company's website at the following link:
https://www.stancap.co.in/report-and-disclosures/certificate.html

10. COMPLIANCE WITH RBI GUIDELINES

The Company, being a Non-Deposit accepting Non- Banking Finance Company, has not accepted/ invited any deposits
from the public during the financial year ended March 31,2025 in terms of the provisions of Chapter V of the Companies
Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting Non¬
Banking Finance Companies and shall not accept any deposits from the public without obtaining the prior approval of
RBI.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on March 31,2025:

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR 2024-25.

Directors and Key Managerial Personnel ('KMP')

A. Change in Directors and KMP during the financial year

(i) Appointments:

A. Change in Directors and KMP during the financial year (contd.)

(i) Appointments:

B) RETIRE BY ROTATION

C) WOMAN DIRECTOR

As per the provisions of Section 149 of the Companies Act, 2013, the Company shall have at least one-woman Director in
the Board. Your Company has Mrs. Anshita Sharma, as Woman Director on the Board.

The Company has received the Declaration of Independent from its Independent Directors i.e Mrs. Divya Kawatra,
Chhavi Dixit, Mrs. Ayushi Sikka and Mr. Akshay Sexena as on 11/04/2025. Independent Directors confirming that they
meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations
16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from
continuing their appointment as Independent Director.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors.
The Board of Directors of the Company is of the view that Independent Directors fulfill the criteria of independence and
they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors has been included in the data bank maintained
with the Indian Institute of Corporate Affairs, Manesar ('IICA'). Accordingly, all the Independent Directors of the Company
have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies
(Appointment & Qualification of Directors) Rules, 2014, as amended thereof.

12. RESPONSE TO AUDITORS' REMARKS

There is no qualification, reservation, adverse remark or disclaimer made by M/s Krishan Rakesh & Co, Chartered
Accountant, Statutory Auditor of the Company and M/S. Virender Kumar & Associates, Company Secretaries, Secretarial
Auditor of the Company in their Report for the financial year 2024-25.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the
Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and
confirm that:

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

b. They had 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 ended 31st March, 2025 and of the profit of the company for the same period;

c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

e. They had laid down internal financial controls in the company that are adequate and were operating effectively.

f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and these are
adequate and are operating effectively.

14. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS
Pecuniary relationship/transaction with non-executive directors

During FY2025, there were no pecuniary relationship/transactions of any non-executive directors with the Company,
other than receiving remuneration as directors.

Criteria of making payments to non-executive directors

Non-executive directors of the Company play a crucial role in the independent functioning of the Board. They bring in
an external perspective to decision-making and provide leadership and strategic guidance while maintaining objective
judgment. They also oversee the corporate governance framework of the Company. The criteria of making payments to
non-executive directors is placed on the Company's website and can be accessed at https://www.stancap.co.in/report-
and-disclosures/other-policies.html.

Details of Remuneration of directors

Additionally, the details of remuneration payable to all non-executive directors are provided in the Form MGT-7 ('annual
return') which is hosted on the website of the Company and can be accessed at https://www.stancap.co.in/report-and-
disclosures/annual-return.html.

Managing Director

During FY2025, the Company paid remuneration to Ram Gopal Jindal, Managing Director (MD) of the Company as
provided in the annual return and elsewhere in this report. The tenure of the MD is of five years up to 29th September
2027 with a notice period of six months or salary in lieu thereof. The performance pay/bonus of the MD is based on the
performance of the Company and his contribution towards the same. The MD is also entitled to other perquisites and
benefits mentioned in the agreement entered into with the Company.

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with rules
issued there under the Nomination and Remuneration Policy covering the Company's policy on appointment and
remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of
section 178 of the Companies Act, 2013.

The Objective of the Policy is to ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of
the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company and its goals.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof in respect of Directors/
employees of your Company is given in Annexure II to this report.

The Directors affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and
Remuneration Policy of the Company.

15. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the financial year ended March 31, 2025, there has been no change in the nature of business activities of the
Company.

16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company meets at regular intervals to take business decisions and to discuss the
performance of the Company.

The Board is responsible for the stewardship of the Company and meets regularly to discuss, review and appraise
the strategic performance of the Company including the achievement of its strategy; make sure that procedural and
compliance matters are properly dealt with; monitor financial performance; provide directions on policy formulation;
articulate the risk appetite and review the overall control framework. The Board closely monitors the overall functioning
of the Company with a view to enhancing the shareholder value and ensuring adherence to the principles of Corporate
Governance that it has laid down.

17. MEETING OF INDEPENDENT DIRECTORS

One meeting of Independent Directors of the company was held on 29th March 2025.

18. INFORMATION ON GENERAL BODY MEETINGS
A. Details of the AGMs held during last three years:

All resolutions proposed by the Board have been passed with overwhelming majority by the shareholders. Voting
Result of the Resolutions passed in the above meeting available on the website of the Company https://www.stancap.
co.in/report-and-disclosures/notice.html.

B. Details of the EGMs held during last years:

All resolutions proposed by the Board have been passed with overwhelming majority by the shareholders. Voting
Result of the Resolutions passed in the above meeting available on the website of the Company https://www.stancap.
co.in/report-and-disclosures/notice.html.

During the year, the Company has not pass any resolutions through postal ballot.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

On an ongoing basis, the Company endeavours to keep the Board including independent directors abreast with matters
relating to the industry in which Company operates, its business model, risk metrics, mitigation and management,
governing regulations, information technology including cyber security, their roles, rights and responsibilities and
major developments and updates on the Company and group, etc. The independent directors of the Company are
made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment,
which also stipulates various terms and conditions of their engagement .

20. COMMITTEES OF THE BOARD OF DIRECTORS

The Board has delegated some of its powers to its committees. These committees monitor matters that come under
their mandate, in more detail. These committees are:

i. Audit Committee

Pursuant to the Act, SEBI Listing Regulations and RBI Regulations, the Company has an Audit Committee, meeting the
composition prescribed with a minimum of two-third of its members (including Chairman) being independent directors.
All members are non-executive directors, are financially literate and have accounting or related financial management
expertise. The Board reviews the working of the Committee from time to time to bring about greater effectiveness and
to ensure compliance with the various requirements under the Act, SEBI Listing Regulations and RBI Regulations.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and
financial reporting process and, inter alia, performs the following functions:

• Overseeing the company's financial reporting process and the disclosure of its financial information to ensure that
the financial statements are correct, sufficient and credible;

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor and the fixation of audit fees;

• Approving payment to statutory auditors for any other services rendered by the statutory auditors;

• Approving initial or any subsequent modification of transactions of the company with related parties;

• Scrutinizing inter-corporate loans and investments

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Monitoring the end use of funds raised through public offers and related matters;

• Reviewing, with the management, the annual financial statements before submission to the Board for approval,
with particular reference to;

• Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in
terms of clause (c) of sub-section 134 of the Companies Act,2013;

• changes, if any, in accounting policies and practices along with reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arising out of audit findings;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions; and

• Qualifications in the audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and

financial reporting process and, inter alia, performs the following functions (contd.):

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization
of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in
this matter;

• Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;

• Discussing with the internal auditors any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
Board;

• Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of nonpayment of declared dividends) and creditors;

• Reviewing the functioning of the Whistle Blower mechanism, in case the same is existing;

• Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person
heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate;
and

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or contained in
the equity listing agreements as and when amended from time to time.

Further, the Audit Committee shall mandatorily review the following:

• management discussion and analysis of financial condition and results of operations;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses; and

• the appointment, removal and terms of remuneration of the chief internal auditor.

• statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1)

b. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/
notice in terms of Regulation 32(7)

I. The Audit Committee on 31st March 2025 is comprised of:

Ten meetings of the Audit Committee were held on 30th April 2024, 08th May 2024, 30th May 2024, 10th June 2024, 14th
August 2024, 31st August 2024, 12th November 2024, 14th November 2024, 06th January 2025, and 08th March 2025 during
the Financial Year 2024-25.

II. Nomination and Remuneration Committee

As per the provisions of Sec.178 of the Companies Act, 2013, the Company has constituted the Nomination and
Remuneration Committee (NRC) with the following members:

Four Meetings of the NRC were held on 30th April 2024, 08th May 2024, 27th August 2024 and 31st August 2024 during the
financial year 2024-25.

The Committee inter-alia identify persons who are qualified to become directors and who may be appointed in
senior management, shall carry out evaluation of every director's performance, formulate the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees.

Role

The role of Nomination and Remuneration/ Compensation Committee is as follows:

• Formulate the criteria for determining the qualifications, positive attributes and independence of a director and
recommend to the board a policy relating to the remuneration for directors, KMPs and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board;

• Devising a policy on Board diversitys;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management

• Determine our Company's policy on specific remuneration package for the Managing Director / Executive Director
including pension rights.

• Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive
Directors.

• Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate
the performance and determine the amount of incentive of the Executive Directors for that purpose.

• Decide the amount of Commission payable to the Whole Time Directors.

• Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the
performance of the Company, standards prevailing in the industry, statutory guidelines etc.

• To formulate and administer the Employee Stock Option Scheme.

III. Stake Holders Relationship Committee.

As per the provisions of Sec. 178(5) of the Companies Act, 2013, the Company has constituted the Stake Holders
Relationship Committee consisting of the following members:

One meetings of the Stake Holders Relationship Committee were held on 27th September 2024, during the Financial Year
2024-25.

The Committee inter-alia consider and resolve the grievances of security holders of the Company including redressal of
investor complaints such as transfer of securities, non-receipt of dividend / notice / annual reports, etc.

Role

The Committee looks into the matters of Shareholders/Investors grievance along with other matters listed below:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders
of the Company.

• Any other terms that may be assigned by the Board time to time

21. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION
134(3) (E) AND SECTION 178 (3)

The Company's Policy on Director's appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies
Act, 2013 can be accessed on the Company's website at https://www.stancap.co.in/report-and-disclosures/other-
policies.html.

The Objective of the Policy is to ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of
the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company and its goals.

22. VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014, the Company has formulated a 'Whistle Blower Policy/Vigil Mechanism' for the Directors and
Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation
of the Company's Code of Conduct, Policy for instances reporting of leakage of Unpublished Price Sensitive Information
and provides safeguard against victimization of employees who avail the mechanism and also provide for direct access
to the Chairman of the Audit Committee in exceptional cases.

During the year under review, no complaints have been received by the Company from any whistle blower.

The Whistle Blower Policy/Vigil Mechanism is available on the website of the Company https://www.stancap.co.in/
report-and-disclosures/vigil-mechanism-policy.html.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material Orders passed by any Regulators or Courts or
Tribunals against the Company impacting its going-concern status and operations in future.

24. FRAUDS REPORTED TO THE AUDIT COMMITTEE BY AUDITORS

There was no reporting of frauds by Auditors under Rule 13 of the Companies (Audit and Auditors) Rules 2014.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER
THAN WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT - NIL

26. RELATED PARTY TRANSACTIONS DISCLOSURES

All related party transactions entered during FY2025 were in the ordinary course of business and at arm's length. Prior
approval of the Audit Committee was obtained for all related party transactions entered during FY2025. Details of such
transactions were placed before the Audit Committee for its review

During FY2025, the Company also entered into a Material Related party transaction, the approval of the Members was
sought by way of General Meeting pursuant to Regulation 23 of the SEBI Listing Regulations.

Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 is not required and hence, the same is not attached with this Report. Details of
transactions with related parties have been provided in the notes to the Financial Statements of the Company.

Related Party Transactions Policy can be accessed at https://www.stancap.co.in/report-and-disclosures/other-policies.
html.

27. FAIR PRACTICES CODE

The Company has framed a Fair Practices Code (FPC) and FPC is also reviewed at frequent intervals to ensure its
adequacy and appropriateness. It is available on Company's website https://www.stancap.co.in/report-and-disclosures/
fair-practices-code.html.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186.

The Company, being a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the
business of giving loans, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 in
respect of loans, guarantees and security provided by it. Accordingly, the disclosures of the loans and guarantees given
as required under the aforesaid Section have not been given in this Report.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Corporate Social Responsibility (CSR) is a core aspect of our values and reflects our commitment to contributing
meaningfully to the community. Our CSR initiatives are aligned with our broader vision of driving sustainable and
inclusive growth across all regions where Standard Capital has a presence. We focus our efforts on financial arability,
environment, and employee engagement, aiming to create a long-lasting, positive impact. We believe that source of
fund can be powerful tools for social good, and we strive to leverage our capabilities to make a difference in the lives of
people and communities worldwide. During the year, Standard Capital has been actively involved in completing its CSR
initiative in collaboration with the Srikaya Foundation.

Through this collaboration, Standard Capital aims to provide Healthcare Infrastructure & Medical Equipment's and
promote compassion and care of poor people, thereby contributing to a more equitable and humane world. We remain
committed to expanding the scope and impact of our CSR initiatives in the years to come, and we thank all stakeholders
who continue to support and believe in our vision for a better tomorrow. The Board of Directors is responsible for
overseeing the Company's Corporate Social Responsibility (CSR) activities., and the Company has framed the Policy
on Corporate Social Responsibility as per the provisions of section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy including annual action plan is available on Company's
website at the link: https://www.stancap.co.in/report-and-disclosures/other-policies.html. The initiatives taken by the
Company on CSR during the year as per the said rules has been annexed to this Report as "Annexure X"

30. AUDITORS OF THE COMPANY

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 35th Annual General
Meeting (AGM) of the Company held on September 30, 2022 had appointed M/s Krishan Rakesh & Co, Chartered
Accountant (Firm Registration No. 009088N) as Statutory Auditors of the Company for a period of five years to hold
office until the conclusion of 40th AGM of the Company. The term of appointment of the statutory auditors expires at
the conclusion of ensuing Annual General Meeting.

The Board of Directors, based on the recommendation of the audit committee, at its meeting held on 30th August 2022,
has proposed the re-appointment of M/s Krishan Rakesh & Co. (Firm Registration No. 009088N) as Statutory Auditors
of the Company for a second term of 5 years to hold office from the conclusion of 35th Annual General Meeting till the
conclusion of 40th Annual General meeting and to fix their remuneration as Board Member mutual decided.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received
certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment
and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

There are no audit qualifications, reservations, adverse remarks or reporting of fraud in the Statutory Auditors Report
given by M/s Krishan Rakesh & Co., Chartered Accountants (Firm Registration No. 009088N) Statutory Auditors of the
Company for the financial year 2024-25.

Further the notes on accounts are self-explanatory and therefore do not call for any further explanation.

The Auditors' Report is enclosed with the Financial Statements in this Annual Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed M/S. VIRENDER KUMAR & ASSOCIATES, Practicing Company Secretary
(ACS No. 67835, CP No. 25458), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report. Annexure-IX
The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks.

INTERNAL AUDITOR

M/s. Verma Priyanka & Co., Chartered Accountants, New Delhi was appointed as Internal Auditor of the Company
pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts)
Rules, 2014. The Report of the Internal Auditors is reviewed by the Audit Committee.

OTHER STATUTORY DISCLOSURES

• The financial statements of the Company is placed on the Company's website at https://www.stancap.co.in/
investor-zone/financial-results.html.

• Details required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the
ratio of remuneration of director to median remuneration of employees, percentage increase in the median
remuneration, are annexed to this Report.

• The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not
applicable. Disclosures as per NBFC regulations have been made in this Annual Report.

• The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to
the Company.

• There is no change in the nature of business of the Company during FY2025.

• The securities of the Company were not suspended from trading during the year on account of corporate actions
or otherwise.

• The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays
or defaults in payment of interest/principle of any of its debt securities.

• Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016
against the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company
Secretaries of India (ICSI).

32. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134 of the Companies Act, 2013 read with the allied Rules, the Annual
Return of the Company for Financial Year ended March 31,2025 will be available on the website of the company i.e.
www.stancap.co.in.

33. FORMAL ANNUAL EVALUATION

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual
Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a
Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an
annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting.

The Chairman of the Meeting/Company interacted with each Director individually, for evaluation of performance of the
individual Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees
was conducted by way of questionnaires.

In a separate meeting of Independent Directors held on March 29, 2025, performance of Non Independent Directors
and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman
of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of
various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy
and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback,
independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and
composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee
from the Board and contribution to decisions of the Board. The Nomination and Remuneration Committee reviewed
the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge
and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment
etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and
judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards,
governance skills, professional obligations, personal attributes etc. Further the evaluation of Chairman of the Board,
in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership
and ability to steer the meetings, impartiality, etc. The Chairman and other members of the Board discussed upon
the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall
performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective
Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation. The
Directors expressed their satisfaction with the evaluation process.

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board,
Committees and individual directors has to be made. The Company has in place a comprehensive and structured
questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness,
functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all
directors in their individual capacity will be evaluated. The performance evaluation of the Independent Directors was
done by the entire Board excluding the director being evaluated.

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

During the year under review, no case of sexual harassment was filed with the Company under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the allied Rules.

35. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its
operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records and the timely preparation of reliable financial information. The internal control system is
supplemented by extensive internal audits, regular reviews by the management and standard policies and guidelines
which ensure reliability of financial and all other records as required under Companies Act 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and
nature of the business of the Company. Further, the testing of the adequacy of internal financial controls over financial
reporting has also been carried out independently by the Statutory Auditors as mandated under the provisions of the
Act.

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be
exercised within a framework of checks and balances. The Company has a well-established internal control framework,
which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational
controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of
duties, system access controls and document filing and storage procedures.

The internal auditors have expressed their satisfaction about the adequacy of the control systems and the manner
in which the Company is updating its systems and procedures to meet the challenging requirements of the business.

Significant audit observations and follow-up action thereon are reported by the Internal Auditors to the Audit Committee.
The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and
monitors the implementation of audit recommendations.

36. RISK MANAGEMENT

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage
all risks in a proactive and efficient manner. The Board time to time identifies the risks impacting the business and
formulates strategies/policies aimed at risk mitigation as part of risk management. Further, a core team comprising
of senior management identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the
mitigation of risks identified in consultation with process owners.

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk
Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard
the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and
mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with
management process such that they receive the necessary consideration during the decision making. It has been dealt
in greater detail in Management Discussion and Analysis Report annexed to this Report.

Risk Management Policy is available on the website of the Company https://www.stancap.co.in/report-and-disclosures/
other-policies.html.

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of
the challenges/risks faced by key operating Subsidiary Companies have been dealt with in detail in the Management
Discussion and Analysis section forming part of this Annual Report.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure-III.

38. CORPORATE GOVERNANCE

As a responsible corporate citizen, your company places the highest importance on exemplary corporate governance
practices and consistently acts in the best interest of its stakeholders. In accordance with Regulation 15(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has adopted appropriate standards
for corporate governance.

39. REPORT ON CORPORATE GOVERNANCE

This section read together with the information given in the Directors' Report, the section on Management Discussion
and Analysis and General Shareholder Information, constitute the compliance report on Corporate Governance for
FY2025. The Company has been regularly submitting the quarterly corporate governance compliance report to the
stock exchanges as required under regulation 27(2) of the SEBI Listing Regulations.

The Corporate Governance Report for the Financial Year 2024-25 is annexed to this Report as Annexure-IV

40. PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and its
amendments, the Board has developed and implemented a Code of Conduct to regulate, monitor, and report trading by
designated and other connected persons. Additionally, a Code of Practices and Procedures ensures the fair disclosure
of Unpublished Price Sensitive Information (UPSI). The trading window is closed during the announcement of results
and the occurrence of any material events, as specified in the code. This information is available on the Company's
website at www.stancap.co.in.

Furthermore, in compliance with Regulation 3 of the PIT Regulations, the Company maintains a structured digital
database (SDD) using The PIT Archive Compliance Software. This system records the sharing of UPSI with various
parties on a need-to-know basis for legitimate purposes, capturing all required information with date and time stamps

41. STATEMENT ON OTHER COMPLIANCES

Your Director's state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

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

The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturing activity. Thus, the
provisions related to conservation of energy and technology absorption are not applicable on the Company. However,
the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. Further,
the Company does not have any foreign exchange earnings and outgo.

43. DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OF THE
COMPANIES ACT, 2013

The Company is not required to maintain cost records as specified u/s 148(1) of the Companies Act, 2013 read with the
applicable rules thereon for the FY 2024-25. Hence the clause is not applicable to the Company.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOVENCY AND BANKRUPTCY CODE,
2016

During the year under review, there were no application made or proceedings pending in the name of the company
under Insolvency and Bankruptcy Code, 2016.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks or Financial Institutions.

46. RBI GUIDELINES AND REGULATORY COMPLIANCE

The Reserve Bank of India (RBI), vide its circular dated October 19, 2023, issued the Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation) Directions, 2023 (the "Master Directions"). These directions supersede
the earlier NBFC-Systemically Important Non-Deposit Taking Company and Deposit Taking Company (Reserve Bank)
Directions, 2016 , and establish a more robust, risk-based framework for regulating NBFCs.

Under the revised framework, the regulatory structure for NBFCs has been classified into four layers — namely the
Base Layer, Middle Layer, Upper Layer, and Top Layer determined by parameters such as the size of operations, nature
of activities, and overall risk perception of the entity. This layered approach is intended to strengthen governance
standards, risk management practices, and overall financial resilience across the NBFC sector.

In accordance with these guidelines, the Company has consistently demonstrated compliance with all applicable
provisions of the Master Directions. The Company continues to adhere to prudential norms, regulatory thresholds, and
disclosure requirements, including but not limited to the following:

1. Capital Adequacy: As per RBI norms, all NBFCs are required to maintain a minimum Capital to Risk-Weighted
Assets Ratio (CRAR) of 15%. Against this benchmark, the Company has maintained a CRAR of 15.56% as on March
31,2025, reflecting its strong capital base, prudent financial management, and ability to absorb potential risks.

2. Asset Quality and Non-Performing Assets (NPAs): The Company remains fully compliant with RBI guidelines
relating to recognition and provisioning of non-performing assets. It follows a robust credit monitoring framework
to ensure timely identification, assessment, and mitigation of credit risk.

3. Asset-Liability Management (ALM): In compliance with RBI guidelines on Asset Liability Management for NBFCs,
the Company has constituted an Asset Liability Management Committee (ALCO). The ALCO convenes on a monthly
basis to review and monitor liquidity positions, interest rate risks, and overall balance sheet management. The
committee evaluates both short-term and long-term risks and opportunities, thereby ensuring financial stability
and resilience under varying market conditions.

4. Liquidity and Statutory Norms: The Company also complies with statutory liquidity requirements and maintains
adequate buffers in line with regulatory expectations, ensuring uninterrupted operations and enhanced financial
soundness.

The Board of Directors and the Senior Management remain committed to upholding the highest standards of regulatory
compliance, transparency, and governance, thereby reinforcing the Company's position as a responsible and well-
regulated NBFC.

47. OTHER INFORMATION

A. Issue of Equity Shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4 (4) of
the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of Sweat Equity Shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies
(Share Capital and Debentures) Rules 2014.4.

C. Issue of Employee Stock Options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies
(Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of
employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit
of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules
2014.

48. WEBSITE OF THE COMPANY:

Company maintains a website www.stancap.co.in where detailed information of the Company and specified details in
terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have
been provided.

ACKNOWLEDGEMENT

Your Board is grateful for the continued guidance and cooperation extended by the Reserve Bank of India, the Central
Government, the State Government, the Registrar of Companies, Kerala, and other regulatory authorities. Your Board
wishes to place on record its deep appreciation of the Independent Directors of your Company for their immense
contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company take
right decisions in achieving its business goals. The Board takes this opportunity to express their sincere appreciation for
the excellent patronage received from the Banks and other Financial Institutions. Your Board appreciates the relentless
efforts of the employees, and the Management Team in achieving a commendable business performance despite
a challenging business environment. The Board further places on record its appreciation of the valuable services
rendered by M/S Krishan Rakesh & Co., Statutory Auditors and M/s. VIRENDER KUMAR & ASSOCIATES, Practising
Company Secretaries, Secretarial Auditors. Your Board takes this opportunity to thank all its Stakeholders including
Shareholders, Customers and Vendors as it considers them essential partners in progress.

For and on behalf of Board of Directors of
Standard Capital Markets Limited

Date: 05/09/2025
Place: New Delhi

Anshita Sharma Ram Gopal Jindal

Director Managing Director

DIN:09706011 DIN:06583160