Equity Analysis

1. COMPANY OVERVIEW

Standard Capital Markets Limited., is a Publiclimited, 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 2023-24 along with previous year figures are given below:

The company?s total revenue for the year ended March 31, 2024, was 3096.77 lakhs, marking a substantial increase of 173.42% compared to the previous year?s revenue of 1132.61 lakhs. This impressive growth can be attributed to the successful implementation of strategic initiatives and an enhanced market presence.

The profit after tax for the year ended March 31, 2024 amounted to 1071.01 lakhs, showing an increase of 380.50%from the profit after tax of Rs. 222.81 lakhs recorded for the previous year ended March 31, 2023. While the increase in profit is modest relative to the revenue growth, it indicates consistent profitability and effective cost management.

On consolidation basis the total revenue for the year ended March 31, 2024 was 3096.55 lakhs and the profit after tax for the year ended March 31, 2024 amounted to 1070.85 lakhs.

During the financial

August, 2023, Authorized Share Capital of the Company was increased from INR 50,00,00,000/- (Indian Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares to INR 100,00,00,000/- (Indian Rupees Hundred Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of INR 10/- each.

On 18th December, 2023, Authorized Share Capital of the Company was increased INR 100,00,00,000/- (Indian Rupees Hundred Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of INR 10/- each Shares to INR 150,00,00,000/- (Indian Rupees One Hundred Fifty Crore Only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of INR 10/- each.

The Company also Sub-Division of Equity

Shares from the face value of 10/- per share to 1/- per share and after that Authorized

Share Capital of the Company was INR 150,00,00,000/- (Indian Rupees One Hundred Fifty Crore Only) divided into 150,00,00,000 (One Hundred Fifty Crore) Equity Shares of INR 1/-(Rupee One) each.

The Paid up Capital of the Company was increased from INR INR 49,00,01,000/- (Indian Rupees Forty Nine Crore and One thousand Only) to INR 14700,03,000/- (Indian Rupees One Hundred Forty Seven Crore and Three thousand Only) pursuant to Bonus issue of in the proportion of 2:1 i.e. Two (2) new fully paid equity share of 1/- (Rupee One only) each for every One (1) existing fully paid equity share of 1/- (Rupee One only) each held by the shareholders.

4. SUB-DIVISION OF EQUITY SHARES

The Board of Directors at their meeting held on 24th November, 2024 have inter alia approved Sub-Division of Equity Shares, the details of which is as under:-sub-division of 1 (One) Equity Share of the Company having a face value of 10/- (Rupees

Ten only) each fully paid up into 10 (Ten) Equityyear 2023-Shares having a face value of 1/- (Rupee One only) each fully paid up

The Company Received the In-Principle Approvalfrom Bombay Stock Exchange on 22nd December, 2023 & also received shareholder approval on 18th December 2023. Letter of In-Principal approval & Voting Result of Extra-Ordinary General Meeting of the company available on the Website of the Company https://www.stancap.co.in/report-and-disclosures/certificate.html&https://www. stancap.co.in/report-and-disclosures/notice/ extra-ordinary-general-meeting/notice-of-EOGM/notice-of-EOGM-18th-december-2023. pdf

The Board of Directors at their meeting held on 24th November, 2024 have inter alia approved Bonus issue of Equity Shares, the details of which is as under:-

The Board of Directors has allotted a bonus issue and capitalized a sum not exceeding 98,00,02,000/- (Rupees Ninety-Eight Crore Two-Thousand only) out of the sum standing to the credit of ‘Securities Premium Account? of the Company, for issue and allotment of Bonus shares of Face Value of 1/- (Rupee One only) each, credited as fully paid-up equity shares to the holders of the existing equity shares of the Company in consideration of their said holding , and whose names appear in the Register of Members in the proportion of 2:1 i.e. Two (2) new fully paid equity share of 1/- (Rupee One only) each for every One (1) existing fully paid equity share of 1/- (Rupee One only) each held by the shareholders as on the Record Date.

The Company Received the In-Principle Approval from Bombay Stock Exchange on 22nd December 2023 & also received shareholder approval on 18th December 2023. Letter of In-Principal approval & Voting Result of Extra-Ordinary General Meeting of the company available on the Website of the Companyhttps://www.stancap.co.in/report-and-disclosures/certificate.html and https:// www.stancap.co.in/report-and-disclosures/ notice.html

Further, Company has allotted 98,00,02,000

Equity Shares of 1/- each fully paid-up as bonus equity shares to the existing equity shareholders of the Company holding equity shares at the close of business hours on the Record Date i.e. Friday, December 29, 2023 in the ratio of 2:1 i.e. 2 (Two) fully paid up equity share for every 1 (One) existing fully paid up equity share held by the existing equity shareholder, by capitalization of 98,00,02,000/- (Rupees Ninety-Eight Crores Two Thousand Only) standing to the credit of the Company?s "Securities Premium Account" (other equity) as per the audited accounts of the Company for the financial year ended March 31, 2023 in the Board Meeting of the held on 02nd January 2024.

After that Company received the Listing Approval from Bombay Stock Exchange on 08th January 2024. Letter of Listing Approval available on the website of the companyhttps:// www.stancap.co.in/report-and-disclosures/ certificate/listing-approval-for-bonus-issue.pdf

Company also received the Trading approval on 16th January 2024. Letter of Trading Approval available on the website of the company https://.efficientl y www.stancap.co.in/report-and-disclosures/ certificate/trading-approval-letter-for-bonus-issue.pdf

The company paid an interim dividend on the equity shares at the rate 1% or .01 on face value of 1/- each per equity share as approved by the Board on 25 January, 2024 for the financial year 2023-24.

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, 2023 forming part of this Annual Report.

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

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 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

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, 2024 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.

Directors and Key Managerial Personnel (‘KMP?)

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 and Mrs. Ayushi Sikka as on 30/04/2024. 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.

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 2023-24.

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act,

2013, the Directors herebyconfirmthat:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. they have selected such accounting policies and applied them consistently and made judgements 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 financialyear and of the profit and loss of the Company for that period;theyhavetakenproperandsufficient 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; iii. they have prepared the annual accounts on a going concern basis; iv. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are v. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During FY2024, there were no pecuniary relationship/transactions of any non–executive directors with the Company, other than receiving remuneration as 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.

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.

During FY2024, 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 29thSeptember 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 thereunder the Nomination and Remuneration Policy covering the Company?s policyon 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 ofthe Companies Act, 2013.

1. The level and composition of remunerationisreasonableandsufficient 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 RemunerationPolicy of the Company.

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, 2024 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.

During the financial year ended March 31, 2024, there has been no change in the nature of business activities of the Company.

During the Financial Year 2023-2024 under review, there were no material events occurred which effect the financial position of the company.

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

19 meetings of the Board of Directors were held during the Financial Year 2023-24 on the following dates:

During FY 2024, the Board met 19 times, viz., 12th April 2023, 29th May 2023, 29thJune 2023, 17th July 2023, 03th August 2023, 29th August 2023, 31st August 2023, 08th September2023, 27th September 2023, 30th October 2023, 03th November 2023, 24th November 2023, 02nd January 2024, 09th January 2024, 18thJanuary 2024, 13th February 2024, 27th February 2024, 22nd March 2024 and 29th March 2024.

The gap between two consecutive meetings has been less than 120 days.

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.

One meeting of Independent Directors of the company was held on 28th March 2024.

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.

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.

C. Details of special resolution passed through Postal Ballot during last year

During the year, the Company pass any resolutions through postal ballot details given below:

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

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:

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 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 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 • 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;

• 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 there on; internalauditorsanysignificant findings and follow up

• Reviewingthefindingsof 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 any other person heading the finance function) after 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:

• 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)

The Audit Committee on 31st March 2024 is comprised of:

Thirteen meetings of the Audit Committee were held on 29th May 2023, 29th June 2023, 17th July 2023, 03th August 2023, 31stAugust 2023, 08thSeptember 2023,27thSeptember 2023, 30thOctober 2023, 24th November 2023, 09th January 2024, 18th January 2024, 13th February 2024 and 29th March 2024during the Financial Year 2023-24.

Mrs. Divya Kwatra was appointed as an Independent Director effective September 27, 2023. Concurrently, she assumed the role of Chairperson for the Audit Committee.

Mrs. Dolly resigned from their positions as Independent Directors, effective September 21, 2023. As a result, they also stepped down from theirroles in Audit Committees

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:

Nine Meetings of the NRC were held on 29th June 2023, 17th July 2023, 31st August 2023, 27th September 2023, and 24th November 2023, 02nd January 2024, 09th January 2024, 18th January 2023 and13thFebruary2024duringthefinancialyear 2023-24.

• Mrs. Divya Kwatra was appointed as an Independent Director effective September 27, 2023. Concurrently, she assumed the role of Chairperson for the Nomination and Remuneration Committee.

• Mr. Deepak Singhal was appointed as an Non-Executive Director effective June 29, 2023 and become a member of Nomination and Remuneration Committee on September 27, 2023.

• Mr. Ghanshyam Prasad Gupta was appointed as a member of Nomination and Remuneration Committee on 09th January 2024.

• Mrs. Chhavi Dixit was appointed as an Independent Director effective January 18, 2024. Concurrently, she assumed the role of member for the Nomination and Remuneration Committee.

• Mrs. Dolly resigned from their positions as Independent Directors, effective September 21, 2023. As a result, they also stepped down from theirroles in Nomination and Remuneration Committee.

• Mr. Ghanshyam Prasad Gupta resume as a member of Nomination and Remuneration Committee on effective September 27, 2023.

• Mrs. Deepak Singhal resigned from their positions as Non-Executive Directors, effective January 02, 2024. As a result, they also stepped down from theirroles in Nomination and Remuneration Committee.

• Mrs. Divya resume as a member of Nomination and Remuneration Committee on effective January 18, 2024.

The Committee inter-alia identify persons who are qualified to become directors and who may be appointedinseniormanagement,shallcarryoutevaluationofeverydirector?sperformance,formulate positive attributes thecriteriafordeterminingqualifications, 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.

• Formulate the criteriafordeterminingthequalifications,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

Five meetings of the Stake Holders Relationship Committee were held on 29th June 2023, 17th July 2023 and 27th September 2023, 24th November 2023, 13th February 2024 during the Financial Year 2023-24.

• Mrs. Divya Kwatra was appointed as an Independent Director effective September 27, 2023. Concurrently,sheassumedtheroleofChairpersonfortheStakeHoldersRelationshipCommittee.

• Mr. Deepak Singhal was appointed as an Non-Executive Director effective June 29, 2023 and become a member of Stake Holders RelationshipCommittee. on September 27, 2023.

• Mr. Ghanshyam Prasad Gupta was appointed as a member of Stake Holders RelationshipCommittee on 09th January 2024.

• Mrs. Chhavi Dixit was appointed as an Independent Director effective January 18, 2024. Concurrently, she assumed the role of member for the Stake Holders RelationshipCommittee.

Mrs. Dolly resigned from their positions as Independent Directors, effective September 21, 2023. As a result, they also stepped down from theirroles in Stake Holders Relationship Committee.

• Mrs. Anshita Sharma resume as a member of Stake Holders RelationshipCommitteeon effective September 27, 2023.

• Mrs. Deepak Singhal resigned from their positions as Non-Executive Directors, effective January 02, 2024. As a result, they also stepped down from theirroles Stake Holders Relationship Committee.

• Mrs. Ayushi Sikka resume as a member of Stake Holders Relationship Committee on effective January 18, 2024.

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.

1) 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

The Company?s Policy on Director?s appointment and remuneration including criteria for determining qualifications, positive 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.

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directorsof 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 betweenfixed and incentive pay reflecting short and long term performance objectives appropriate to the working ofthe Company and its goals

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.

During the year under review, there significantand material Orders passed by any were no

Regulators or Courts or Tribunals against the Company impacting its going-concern status and operations in future.

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

27. 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

The Material Related Party Transactions approved by the Members of the Company are also reviewed/monitored on by the Audit Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013 and all Related Party Transactions entered during the year were in the ordinary course of business and on arm?s length basis.

During the year under review, your Company has entered into Material Related Party Transactions as previously approved by the Members under Regulation 23 of the Listing Regulations. The Company also proposes to modify the limits of certain existing Material Related Party Transactions and as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as Annexure X, which forms part of this Annual Report. Related Party Transactions Policy can be accessed at https://www.stancap.co.in/report-and-disclosures/other-policies.html.

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.

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.

A. Subsidiaries -> KRV BROOMS PRIVATE LIMITED

The Company has onewholly owned subsidiaries during the financial year 2023-2024.

During FY2024, only one subsidiary was acquired. The Company has not entered into a joint venture with any other company.

KRV Brooms Private Limited is engaged in the business Manufacturing and Trading of Brooms. A separate statement containing the salient features of the subsidiaries in the prescribed form AOC-1 is attached. Annexure-I

The Company has oneAssociates Company during the financial year 2024

Pursuant to provisions of the Act, post-acquisition, Hilum became an associate of the Company. Hilum is engaged in the business of developing, consulting, providing, exporting, importing, marketing, dealing in and implementation of software technology and allied products for its clients and conducting research and development for the same. Details of investment made in

Hilum also forms part of the financial statements.

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit immediately preceding financial year.

The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2024. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.

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, 2022ofrupees 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 officefrom the conclusion of 35th Annual General Meeting till the conclusion of 40th Annual General meeting, subject to the approval of the members and to fix their remuneration.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company hasreceived certificate from the Auditors along with peer review certificate, that they are eligible to continuewith 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 2023-24.

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.

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 reservations,any qualifications, adverse remarks.

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.

• ancial statements of the Company is placed on the Company?s website at https://www. fin The 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 FY2024.

• 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 financialinstitutions.

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.

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors? Report, form part of the notes to thestandalonefinancial . statements

34. 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).

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, 2024 will be available on the website of the company i.e. www.stancap.co.in.

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 February 29, 2024, 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 of functions, availability and attendance, initiative, integrity, contribution competency,fulfillment 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.

During the year under review, the company had less than ten employees. Hence, the company is not required to constitute Internal Complaints Committee 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.

The Companyhas financialcontrols commensurate with the size, placeadequateinternal 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.

IntheopinionoftheBoard,theexistinginternalcontrolframeworkisadequateandcommensurate 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 thebusiness.Significantaudit 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.

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 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.

The Management Discussion and Analysis Report for the Financial Year 2023-24 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure-III.

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.

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 FY2024. 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.

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.

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital to risk-weighted assets ratio of the Company was 38.14% as on 31 March 2024. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an asset liability committee, which meets monthly to review its ALM risks and opportunities.

Further, BFL exceeds the regulatory requirement of liquidity coverage ratio (LCR) introduced by the RBI in FY2020. As against the LCR requirement of 70%, BFL?s LCR as on 31 March 2024 was 2.08%.

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.

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.

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 2023-24. Hence the clause is not applicable to the Company.

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.

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

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.

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.

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.

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.

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.

52. MASTER DIRECTION – RESERVE BANK OF INDIA (NON-BANKING FINANCIAL COMPANY – SCALE BASED REGULATION) DIRECTIONS, 2023

RBI vide its circular dated 19 October 2023, has introduced Reserve Bank of India (Non-Banking Financial Company– Scale Based Regulation) Directions, 2023 (the ‘Master Directions?) which now supersedes the existing NBFC-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.

As per the Master Directions, regulatory structure for NBFCs shall comprise of four layers based on their size, activity, and perceived riskiness. NBFCs in the lowest layer shall be known as NBFC - Base Layer (NBFC-BL). NBFCs in middle layer and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper Layer (NBFC-UL), respectively. RBI may, based on the size of an NBFC, classify some of them as NBFC Top Layer.

In accordance with the Master Directions, The Base Layer shall comprise of (a) non-deposit taking NBFCs below the asset size of 1,000 crore and (b) NBFCs undertaking the following activities - (i) NBFC-Peer to Peer Lending Platform (NBFC-P2P), (ii) NBFC-Account Aggregator (NBFC-AA), (iii) NonOperative Financial Holding Company (NOFHC) and (iv) NBFC not availing public funds and not having any customer interface. Considering the above, the Company is categorized under the Base Layer.