Directors Report of Standard Capital Markets Ltd.

Mar 31, 2024

Your Directors are pleased to present the 37th Annual report on the operations of your Company, together with the audited financial statements for the year ended 31st March 2024.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 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:

(Amount in ‘Lakhs’)
Particulars	Standalone		Consolidated1
	F.Y. 2023-24	F.Y. 2022-23	F.Y. 2023-24	F.Y. 2022-23
Total Income	3096.77	1132.61	3096.55	-
Total Expenses	1593.40	800.04	1593.73	-
Profit before Tax	1503.37	332.57	1502.82	-
Less: Extraordinary items
Investments Written off	-	-	-	-
Less: Extraordinary items
Less: Current Tax	(430.05)	(109.69)	(109.69)	-
Less: Earlier Years Tax	(2.31)	(0.07)	(2.31)	-
Profit for the year	1071.01	222.81	1070.85	-
Other Compressive Income/(Loss) for the year, net of Income Tax	-	-	-	-
Total Comprehensive Income	1071.01	222.81	1070.85	-

Total Revenue:

The company''s total revenue for the year ended March 31,2024, was f 3096.77 lakhs, marking a substantial increase of 173.42% compared to the previous year''s revenue of f1132.61 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, 2024 amounted to f 1071.01 lakhs, showing an increase of 380.50%from the profit after tax of f 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 f3096.55 lakhs and the profit after tax for the year ended March 31,2024 amounted to f1070.85 lakhs.

3. SHARE CAPITAL & NET WORTH

During the financial year 2023-24, On 20th 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 f 10/- per share to f 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 f 1/- (Rupee One only) each for every One (1) existing fully paid equity share of f 1/- (Rupee One only) each held by the shareholders.

4. SUB-DIVISION OF EQUITY SHARES FROM THE FACE VALUE OF ? 10/- PER SHARE TO ? 1/- PER SHARE:-

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 f 10/- (Rupees Ten only) each fully paid up into 10 (Ten) Equity Shares having a face value of f 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

5. BONUS ISSUE

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 f

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 f 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 f 1/- (Rupee One only) each for every One (1) existing fully paid equity share of f 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 f1/- 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 f

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:// www.stancap.co.in/report-and-disclosures/ certificate/trading-approval-letter-for-bonus-issue.pdf

6. DIVIDEND

The company paid an interim dividend on the equity shares at the rate 1% or f.01 on face value of f1/- each per equity share as approved by the Board on 25 January, 2024 for the financial year 2023-24.

7. 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 31,2023 forming part of this Annual Report.

8. 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.

9. 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-inclass 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 efficiently.

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 31,2024 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.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2024:
|S.No.	Name of the Director/ KMP	Designation
1.	Mr. Ram Gopal Jindal	Managing Director& Chairman Executive, Non-Independent Director
2.	Mrs. Anshita Sharma	Executive Non-Independent Director
3.	Mr. Gyanshyam Prasad Gupta	Non-Executive Non-Independent Director
4.	Mrs. Ayushi Sikka	Non-Executive Independent Director
5.	Mrs. Divya Kawatra	Non-Executive Independent Director
6.	Mrs. Chhavi Dixit	Non-Executive Independent Director
7.	Mr. Akash Bhatia	Chief Financial Officer
8.	Mrs. Vineeta Gautam	Company Secretary

A) Changes in Directors and Key Managerial Personnel during the year 2023-24.

Directors and Key Managerial Personnel (''KMP'')

A. Change in Directors and KMP during the financial year (i) Appointments:

Name	Name of the Director/ KMP
Mr. Deepak Singhal (DIN NO. 06995721): Additional Non-Executive Directors	On recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mr. Deepak Singhal as anAdditional Non-Executive Director of the Company with effect from June 29, 2023who shall hold the office up to the date of the ensuing Annual General Meeting of the Company.The same has been approved by the members vide their resolution dated September 30, 2023. The Board is of the opinion that Mr. Deepak Singhal is a person of integrity, expertise, and competent experience and proficiency to serve the Company as a director that can strengthen the overall composition of the Board.
Mr. Deepak Singhal (DIN NO. 06995721): Chairman	On recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mr. Deepak Singhal as a Chairman of the Company with effect from June 29, 2023. The Board is of the opinion that Mr. Deepak Singhal is a person of integrity, expertise, and competent experience and proficiency to serve the Company as a director that can strengthen the overall composition of the Board.

Name	Name of the Director/ KMP
Ms. Divya Kawatra (DIN: 08084104): Additional Independent NonExecutive Directors	On recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mrs. Divya Kwatra (DIN: 08084104) as an Additional Independent Non-Executive Director of the Company with effect from September 27, 2023 who shall hold the office up to the date of the ensuing Annual General Meeting of the Company. The same has been approved by the members vide their resolution dated December 18, 2023. The Board is of the opinion that Mrs. Divya Kwatra (DIN: 08084104)is a person of integrity, expertise, and competent experience and proficiency to serve the Company as an independent director that can strengthen the overall composition of the Board.
Mr. Ram Gopal Jindal (DIN: 06583160): Chairman	On recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mr. Ram Gopal Jindal as a Chairman of the Company who is already a Managing Director of the company with effect from January 18, 2024. The Board is of the opinion that Mr. Ram Gopal Jindal is a person of integrity, expertise, and competent experience and proficiency to serve the Company as a director that can strengthen the overall composition of the Board.
Mrs. Chhavi Dixit (DIN: 10465851)	On recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mrs. Chhavi Dixit(DIN: 10465851) as an Additional Independent NonExecutive Director of the Company with effect from January 18, 2024, who shall hold the office up to the date of the ensuing Annual General Meeting of the Company. The same has been approved by the members vide their resolution dated May 27, 2024. The Board is of the opinion that Mrs. Chhavi Dixitis a person of integrity, expertise, and competent experience and proficiency to serve the Company as an independent director that can strengthen the overall composition of the Board.
Mr. Aakash Bhatia Chief Financial Officer	On recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mr. Akash Bhaita as a Chief Financial Officer of the Company with effect from February 13, 2024. The Board is of the opinion that Mrs. Anshita Sharma is a person of integrity, expertise, and competent experience and proficiency to serve the Company as a Chief Financial Officer that can strengthen the overall of the Board.

(ii) Resignations
Name	Name of the Director/ KMP
Mrs. Dolly Independent Non-Executive Director	On account of Health Issue, Mrs. Dolly resigned from the position of Independent Non-Executive Director of the Company with effect from close of business hours on September 21, 2023. The Board places on record its sincere appreciation for the valuable contribution made by her during her long tenure as Independent Non-Executive Directoron the Board of the Company.
Mr. Deepak Singhal (DIN NO. 06995721): Chairman	On account of Preoccupation, Mr. Deepak SinghalDIN NO. 06995721resigned as an Chairman of the Company with effect from close of business hours on January 02, 2024. The Board places on record its sincere appreciation for the valuable contribution made by him during his long tenure as a director on the Board of the Company.

(iii) Retire by rotation
Name	Name of the Director/ KMP
Mr. Deepak Singhal (DIN NO. 06995721): Non-Executive Directors	Mr. Deepak Singhal who was retired by rotation, and being eligible, offers himself for re-appointment in 36th Annual General meeting of the Company dated 30th September 2024.
Mrs. Divya Kawatra (DIN: 08084104) Independent Non-Executive Directors	Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Divya Kawatra (DIN: 08084104)will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Extra Ordinary General Meeting Held on 18 December 2023 Mrs Divya Kawatra (DIN: 08084104) was regularized. None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.
Mrs. Chhavi Dixit (DIN: 10465851) Independent Non-Executive Directors	Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Chhavi Dixit (DIN: 10465851) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Extra Ordinary General Meeting Held on 27 May 2024 Mrs Chhavi Dixit (DIN: 10465851) was regularized. None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

B) 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.

C) Declaration by Independent Director(s) and re-appointment, if any

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.

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 2023-24.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

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 financial year and of the profit and loss of the Company for that period; they have 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;

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 operating effectively; and

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.

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

During FY2024, 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 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.

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 RemunerationPolicy of the Company.

15. PUBLIC DEPOSITS

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.

16. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION 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.

18. 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.

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.

19. MEETING OF INDEPENDENT DIRECTORS

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

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

Details of AGM	Place of AGM	Time of AGM	Date of AGM
34th Annual General Meeting	At BG-223, Sanjay Gandhi Transport Nagar, G.T Karnal Road, Delhi 110042	02:30 PM	30th September 2021
35th Annual General Meeting	Through Video Conferencing Deemed Venue: Registered office	04:00 PM	30th September 2022
36th Annual General Meeting	Through Video Conferencing Deemed Venue: Registered office	01:30 PM	28th September 2023

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:
Details of AGM	Place of AGM	Time of AGM	Date of AGM
1st Extra Ordinary General Meeting held during the Financial Year 2023-24	Through Video Conferencing Deemed Venue: Registered office i.e G-17 Krishna Apra Business Square, Netaji Shubash Place, Pitampura, New Delhi 110034	12:30 PM	18th December 2023

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:

Details of AGM	Place of AGM	Time of AGM	Date of AGM
1st Postal Ballot held during the Financial Year 2023-24	Through Postal Ballot Deemed Venue: Registered office i.e G-17 Krishna Apra Business Square, Netaji Shubash Place, Pitampura, New Delhi 110034		20th August 2023

21. 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

22. 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;

• 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: • 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:

Name of the Director	Nature of the Directorship	Designation	No of Meetings attended
Divya Kwatra	Independent	Chairman	7
Ayushi Sikka	Independent	Member	13
Ram Gopal Jindal	Non-Independent	Member	13

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.

Notes on the Composition of the Audit Committees:Appointments:

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

Resignations:

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

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:

Name of the Director	Nature of the Directorship	Designation	No of Meetings attended
Ayushi Sikka	Independent	Chairman	9
Ghanshyam Prasad Gupta	Non-Independent	Member	6
Chhavi Dixit	Independent	Member	2

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 and 13th February 2024during the financial year 2023-24.

Notes on the Composition of the Nomination and Remuneration Committees:Appointments:

• 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.

Resignations:

• 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 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

Name of the Director	Nature of the Directorship	Designation	No of Meetings attended
Divya Kwatra	Independent	Chairman	1
Ghanshyam Prasad Gupta	Non-Independent	Member	0
Chhavi Dixit	Independent	Member	0

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.

Notes on the Composition of the Stake Holders Relationship Committees:Appointments:

• Mrs. Divya Kwatra was appointed as an Independent Director effective September 27, 2023. Concurrently, she assumed therole of Chairperson for the Stake Holders RelationshipCommittee.

• 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.

Resignations:

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.

Role

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

23. 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 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

24. VIGILMECHANISM

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.

25. 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.

26. 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.

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 - Nil28. RELATED PARTY TRANSACTIONS DISCLOSURES

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.

29. 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.

30. 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.

31. REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIESA. 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

B. Associates -> HILUM COMMODITIES PRIVATE LIMITED

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.

32. CORPORATE SOCIAL RESPONSIBILITY

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 of rupees five crore or more during the 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.

33. AUDITORS OF THE COMPANYSTATUTORY 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, 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 selfexplanatory 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.

34. 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 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 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.

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors'' Report, form part of the notes to the standalone financial 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).

35. 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 31,2024 will be available on the website of the company i.e. www.stancap.co.in.

36. 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 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 competency, fulfillment 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.

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

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.

38. 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.

39. 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.

40. MANAGEMENT DISCUSSION AND ANALYSIS 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.

41. 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.

42. 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 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.

43. 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.

44. RBI Guidelines

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to nonperforming 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%.

45. 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.

46. 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.

47. 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 2023-24. Hence the clause is not applicable to the Company.

48. 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.

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

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

50. OTHER INFORMATIONA. 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.

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.

51. 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.

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 f1,000 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.

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 yourCompany 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.

1

The provision for the consolidation of accounts is applicable to the Company for the current financial year. Consequently consolidated figures are available only for the current financial year.

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Mar 31, 2023

The Directors are pleased to present the 36th Annual report on the operations of your Company, together with the audited financial statements for the year ended 31st March 2023. 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 19^th 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 2022-23 along with previous year figures are given below:

(Rs. In Lacs)

PARTICULARS	FY 2022-23	FY 2021-22
Total Income	1132.61	51 20
Profit before Tax	332.57	9.35
Less: Extraordinary items	0	0
Investments Written off
Less: Tax Expense
Current Year	(109.69)	(0 84)
Earlier Year	(0.07)	(024)
Profit for the year	222.81	8.27
Other Compressive lncome/(Loss) for the year, net of Income Tax		-
Total Comprehensive Income	222.81	8.27

3. SHARE CAPITAL & NET WORTH

During the financial year 2022-23, On 30th September, 2022, Authorized Share Capital of the Company was increased from INR 5,00,00,000 (Indian Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of INR 10/- each to INR 50,00,00,000/- (Indian Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of INR 10/- each.

The Paid up Capital of the Company was increased from INR 4,00,01 000/- (Indian Rupees Four Crore and One thousand Only) to INR 49,00,01,000/- (Indian Rupees Forty Nine Crore and One thousand Only) pursuant to Preferential issue of INR 45,00,00.000 (Indian Rupees Forty Five Crore Only) divided into 4.50,00 000 equity share of face value of Rs. 10/-(Rupees Ten Only

4. CONVERSION OF LOAN INTO EQUITY SHARES ON PREFERENTIAL BASIS:-

The Board of Directors at their meeting held on 23th February, 2023 & 26^,h February 2023 have inter alia approved Conversion of Loan into Equity Shares on Preferential Basis the details of which is as under-

a. Up to 81,15,266 (Eighty One Lakh Fifteen Thousand Two Hundred Sixty-six) Equity Shares of face value of Rs. 10/-(Rupees Ten Only) each towards conversion of unsecured loan to the extent of Rs 26,08,24,650/- (Rupees Twenty Six Crore Eight Lakh Twenty-Four Thousand Six Hundred Fifty Only), to the person(s) belonging to the Promoter and Promoter Group of the Company at an Issue Price of Rs. 32.14/- (Rupees Thirty Two and Fourteen Paisa Only) determined in accordance with Chapter V of SEBI (ICDR) Regulations

b. Up to 3,68,84 734 (Three Crore Sixty-Eight Lakh Eighty-FourThousand Seven Hundred Thirty-Four Only) Equity Shares of face value of Rs. 10/-(Rupees Ten Only) each towards conversion of unsecured loan to the extent of Rs. 1,18,54,75,351/-

(Rupees One Hundred Eighteen Crore Fifty-Four Lakh Seventy-Five Thousand Three Hundred Fifty-One Only), to the person(s) belonging to the Person not forming part of the Promoter & Promoter Group at an Issue Price of Rs 32.14/-(Rupees Thirty Two and Fourteen Paisa Only) determined in accordance with Chapter V of SEBI (ICDR) Regulations.

The Company Received the In-Principle Approval from Bombay Stock Exchange on 27^lh March 2023 & also received shareholder approval on 27“’ March 2023. Letter of In-Principal approval & Voting Result of Extra-Ordinary General Meeting ofthe company available on the Website of the Company https://www stancap.co in/report-and-disclosures/certificatB html.

https://www.stancap.co.in/report-and-disclosures/notice.html.

Further, Company has allotted 45000000 (Four Crore Fifty Lakhs) Equity Shares of Face Value of INR 10/- (Indian Rupees Ten Only) each at an issue price of INR 32.14/- (inclusive of premium of an INR 22.14/-) per share on Preferential basis in the Board Meeting ofthe held on 30“’ March 2023. Outcome ofthe Board Meeting held on 30^th March 2023 available on the Website ofthe Company https://www.sta neap co.in/report-and-disclosures/notice.html

After that Company received the Listing Approval from Bombay Stock Exchange on 04^th May 2023 Letter of Listing Approval available on the website ofthe company https://www.stancap co.in/report-and-disclosures/certificate.html.

Company also received the Trading approval on 15"¹ May 2023. Letter of Trading Approval available on the website ofthe company https://wwwstancap.co in/report-and-disclosures/certificate html.

5. MONETARING AGENCY

As the size of this Preferential Issue is above Rs. 100 Crores so our Company has appointed Infomerics Valuation and Rating Private Limited dated 26^;h February 2023 as monitoring agency for this Preferential Issue for Monitoring the issue.

The Infomerics Valuation and Rating Private Limited (Monitoring Agency) issued its Report dated 15^th May 2023. It is also available on the website of the company https://www.stancap.co.in/report-and-disclosures/material-event-infonnstion.html

6. DIVIDEND

The Board of Directors of the Company oeems it appropriate to preserve the financial resources of the Company for its future activities and therefore did not recommend any dividend on the Equity Shares for the financial year ended March 31,2023.

7. 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. 2023 forming part of this Annual Report.

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 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. 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, 2023 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 NonBanking Finance Companies and shall not accept any deposits from the public without obtaining the prior approval of RBI.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on March 31,2023:

S.No.	Name of the Director/ KMP	Designation
	Mr Ram Gopal Jindal	Managing Director
		Executive, Non-Independent Director
	Mrs. Anshita Sharma	Executive Non-Independent Director
	Mr Gyanshyam Prasad Gupta	Non-Executive Non-Independent Director
	Mrs. Ayushi Sikka	Non-Executive Independent Director
	Mrs. Dolly	Non-Executive Independent Director
	Bharti Bhatnagar	Chief Financial Officer
	Mrs. Vineeta Gautam	Company Secretary

A) Changes in Directors and Key Managerial Personnel during the year 2022-23.

(i) Appointments:

Company Secretary

Ms. Vineeta Gautam (ICSI Membership No.: A50221):

On recommendation of Nomination and Remuneration Committee (‘NRC’), the Board has appointed Ms. Vineeta Gautam as a Company Secretary of the Company with effect from July 02, 2022 and designated as a Key Managerial Personnel of the Company. Ms. Vineeta Gautam is also designated as Compliance Officer of the Company.

The Board is of the opinion that Ms Vineeta Gautam is a person of integrity, expertise, and competent experience and proficiency to serve the Company as a Company Secretary that can strengthen the overall composition of the Board

Additional Independent Non-Executive Directors

Ms. Dolly (DIN 07699760)

On recommendation of Nomination and Remuneration Committee (‘NRC''). the Board has appointed Ms Dolly as an Additional Independent Non-Executive Director of the Company with effect from August 13, 2022 who shall hold the office up to the date of the ensuing Annual General Meeting of the Company. The same has been approved by the members vide their resolution dated September 30, 2022.

The Board is of the opinion that Ms Dolly is a person of integrity, expertise and competent experience and proficiency to serve the Company as an independent director that can strengthen the overall composition of the Board.

Additional Executive Director

Mr. Ram Gopal Jindal (DIN: 06583160)

On recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mr. Ram Gopal Jindal as an Additional Executive Director of the Company with effect from August 25, 2022 who shall hold the office up to the date of the ensuing Annual General Meeting of the Company. The same has been approved by the members vide their resolution dated September 30, 2022.

The Board is of the opinion that Mr. Ram Gopal Jindal is a person of integrity, expertise and competent experience and proficiency to serve the Company as a director that can strengthen the overall composition of the Board. Ms. Ayushi Sikka

(DIN: 09707228)

On recommendation of Nomination and Remuneration Committee (‘NRC’), the Board has appointed Ms Ayushi Sikka as an Additional Independent Non-Executive Director of the Company with effect from August 25, 2022, who shall hold the office up to the date of the ensuing Annual General Meeting of the Company. The same has been approved by the members vide their resolution dated September 30, 2022

The Board is of the opinion that Ms. Ayushi Sikka is a person of integrity, expertise, and competent experience and proficiency to serve the Company as an independent director that can strengthen the overall composition of the Board

Additional Non-Executive Director Ms. Anshita Sharma (DIN: 09706011)

On recommendation of Nomination and Remuneration Committee ( NRC ), the Board has appointed Ms. Anshita Sharma as an Additional Non-Executive Director of the Company with effect from August 25, 2022, who shall hold the office up to the date of the ensuing Annual General Meeting of the Company The same has been approved by the members vide their resolution dated September 30, 2022.

The Board is of the opinion that Ms. Anshita Sharma is a person of integrity, expertise and competent experience and proficiency to serve the Company as a director that can strengthen the overall composition of the Board.

(ii) Change in Director’s Position Managing Director to Executive Director

Mr. Ghanshyam Prasad Gupta (DIN: 00287019)

Upon the request received and shown his unwillingness to occupy the position as managing Director of the company the Board has considered and accepted his request for his change in designation from managing director to Director. Also the Board hereby relieves him from the position of the Managing Director of the company with effect from August 30. 2022. He will now be designated only as the director of the company with effect from August 30, 2022.

Executive Director to Managing Director

Mr. Ram Gopal Jindal (DIN: 06583160)

The Chairman placed the matter of recommendation to the shareholders for change in designation of Mr. Ram Gopal Jindal from Director to Managing Director of the Company.

the consent of the Board be and is hereby accorded for recommending the shareholders for change in designation of Mr. Ram Gopal Jindal who is already a Director of the company be and is hereby re-designated as Managing Director of the company with remuneration as may be decided by the Board

Professional Category to Promoter Category

Mr. Ram Gopal Jindal (DIN: 06583160)

The Chairman informed that the Company on Mr. Ram Goapl Jindal who was appointed in the Company on August 25,

2022 required to change their position “Professional’to “Promoter”.

The consent of the Board be and is hereby accorded to change the category of Mr. Ram Gopal Jindal from “Professional” to “Promoter” with effect from October 14, 2022.

Non-Executive Director to Executive Director

Ms. Anshita Sharma (DIN: 09706011)

The Chairman informed the Board that Ms Anshita Sharma. who was appointed as a Non-Executive Director (Change of Position from Additional Non-Executive director to Non-Executive Director) of the Company at an Annual General Meeting held on September 30, 2022. She placed before the Board the proposal to change her position as Non-Executive Director of the Company.

On Recommendation of Nomination & Remuneration Committee and pursuant to Articles of Association of the Company. Ms. Anshita Sharma be and is hereby appointed as an Executive Director of the Company with effect from January 21,

2023

Executive Director to Non-Executive Director Mr. Ghanshyam Prasad Gupta (DIN: 00287019)

The Chairman informed the Board that Mr. Ghyanshyam Prasad Gupta, who was appointed as an Executive Director (Change of Position from Managing Director to Director) of the Company at a Board Meeting held on August 30. 2022. He placed before the Board the proposal to change his position as Non-Executive Director of the Company.

On Recommendation of Nomination & Remuneration Committee and pursuant to Articles of Association of the Company. Mr Ghanshyam Prasad Gupta be and is hereby appointed as a Non-Executive Director of the Company with effect from January 21,2023.

(iii) Resignations:

Company Secretary Ms. Pooja Tyagi

On account of personal reasons, Ms. Pooja Tyagi resigneo as company secretary of the Company with effect from close of

business hours on July 01, 2022. The Board places on record its sincere appreciation for the valuable contribution made by her during her long tenure as Company Secretary on the Board of the Company.

Additional Executive Director

Mr. Gaurav Jindal (DIN: 06583133)

On account of personal reasons, Mr. Gaurav Jindal resigned as an additional director of the Company with effect from close of business hours on July 30. 2022. The Board places on record its sincere appreciation for the valuable contribution made by him during his long tenure as a director on the Board of the Company.

Independent Non-Executive Director

Mr. Kishore Kargeti (DIN: 00095763)

On account of personal reasons, Mr. Kishore Kargeti resigned as an independent non-executive director of the Company with effect from close of business hours on August 12, 2022. The Board places on record its sincere appreciation for the valuable contribution made by him during his long tenure as an independent director on the Board of the Company.

Ms. Arika Chopra Sharda (DIN: 07044581)

On account of personal reasons, Ms. Arika Chopra Sharda resigned as an independent non-executive director of the Company with efect from close of business hours on August 22. 2022. The Board places on record its sincere appreciation for the valuable contribution made by her during her long tenure as an independent director on the Board of the Company.

(iv) retire by rotation

Mr. Ghanshyam Prasad Gupta

Mr Ghanshyam Prasad Gupta who was retired by rotation, and being eligible offers himself for re-appointment in 35^th Annual General meeting of the Company dated 30³'' September 2023

B) Directors liable to retire by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ram Gopal Jindal (DIN: 06583160) & Mrs Anshita Sharma (DIN No. 09706011) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

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.

D) Declaration by Independent Director(s) and re-appointment, if any

The Company has received the Declaration of Independent from its Independent Directors i.e Mrs Dolly (DIN 07699760) and Mrs. Ayushi Sikka (DIN: 097072281 as on 12/04/2023 (appointed on 13/08/2022 & 25/08/2022). 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 ( MCA'') 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.

11. 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 Sweta Agarwal & CO, Company Secretaries, Secretanal Auditor of the Company in their Report for the financial year 2022-23.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

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 financial year and of the profit and loss of the Company for that period; they have 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:

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 operating efectively; and

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

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

During FY2023, 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 bnng 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 hrtps://www.sta nca p co. i n/re dort-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://wwwstancap.coin/report-and-disclosures/annual-return.html.

Managing Director

During FY2023 the Company paid remuneration to Ram Gopal Jinda , 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 29^tf> 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 Board of Directors at their meeting held on 25th August 2022 reviewed and modified the Nomination and Remuneration Policy of your Company. 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

14. PUBLIC DEPOSITS

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, 2023 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 NonBanking Finance Companies and shall not accept any deposits from the public without obtaining the prior approval of RBI.

15. STATE OF COMPANY’S AFFAIRS

During the year under review, total revenue of the Company increased to Rs. 804 87 Lacs as compared to Rs. 36.65 Lacs during the previous financial year 2021-22, registering an increase of 2196.1%

The Net Profit after Tax of the Company has also increased to Rs. 222.81 Lacs during the year under review as compared to Rs. 8.27 Lacs during the previous financial year 2021-22, registering an increase of 2694.2%.

16. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the financial year ended March 31, 2023, there has been no change in the nature of business activities of the Company.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the Financial Year 2022-2023 under review, there were certain material events occurred which are mentioned below:

On 25"''August 2022 Company appointed Mr Ram Gopal Jindal & Mrs. Anshita Sharma as a Director of the Company for which Company has submitted application with the Reserve Bank of India (RBI) in respect to prior approval for Change of Management as per RBI guidelines and approval comes on 10^¹ April 2023. The Approval Letter of RBI for Change of Management is available on the website of the Company https://www.stancap.co.in/report-and disclosures/certificate html.

On 14⁴¹ October 2022 Mr Ram Gopal Jindal was changed their position from Professional Category to Promoter Category of the Company for which Company has submitted application with the Reserve Bank of India (RBI) in respect to prior approval for Change of Control as per RBI guidelines and approval comes on 10"’April 2023 The Approval Letter of RBI for Change of Control is available on the website of the Company https://www.stancap.co .in/report-and disclosures/certificate. html.

18. 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.

17 meetings of the Board of Directors were held during the Financial Year 2022-23 on the following dates

During FY 2023, the Board met 17 times, viz., 15th April 2022, 30th June 2022. 02nd July 2022. 12th July 2022 13th August 2022. 25th August 2022 30th August 2022, 12th October 2022. 14th October 2022. 22nd October 2022 30th November 2022. 14“’ December 2022, 21st January 2023, 14th February 2023, 23th February 2023 26th February 2023 and 30th March 2023. The gap between two consecutive meetings has been less than 120 days

The Board is responsible for the stewardship of the Company and mees 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.

19. MEETING OF INDEPENDENT DIRECTORS

One meeting of Independent Directors of the company was held on 23th February 2023.

20. INFORMATION ON GENERAL BODY MEETINGS

A. Details of the AGMs held during last three years:

Details of AGM	Place of AGM	Time of AGM	Date of AGM
33"''Annual General Meeting	At BG-223. Sanjay Gandhi Transport Nagar, G.T. Karnal Road, Delhi-110042	09:30 AM	30* December 2020
34* Annual General Meeting	At BG-223, Sanjay Gandhi Transport Nagar G T Karnal Road. Delhi 110042	02:30 PM	30* September 2021
35* Annual General Meeting	Through Video Conferencing Deemed Venue: Registered office		30* September 2022

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

The Proceeding of last AGM is hosted on the website of Company https://wwwstancap.co in/report-and-disclosures/ material-event-information.html.

B. Details of the EGMs held during last years:

Details of AGM	Place of AGM	Time of AGM	Date of AGM
1st Extra Ordinary General Meeting held during the Financial Year 2022-23	Through Video Conferencing Deemed Venue: Registered office i.e 401-A. PP Towers. NetajiSubhash Place. Pitampura, Delhi-110034	02:00 PM	26* November 2022
2nd Extra Ordinary General Meeting held during the Financial Year 2022-23	Through Video Conferencing Deemed Venue: Registered office i.e G-17 Krishna Apra Business Square, Netaji Shubash Place. Pitampura, New Delhi 110034	12:30 PM	30* March 2023

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.stancad.co.in/redort-and-disdosures/notice.html.

The Proceeding of last EGM is hosted on the website of Company https://www stancap.co in/report-and-disclosures/ material-event-information.html.

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

During the year, the Company did not pass any special resolution through postal ballot.

21. 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, nsk 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 details of training and familiarization program conducted during the year are provided on the website of the Company at www.stancap co in

22. 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 terms of reference to be specified in writing by the Board shall inter alia include:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

(ii) review and monitor the auditor’s independence and performance, and effectiveness of audit process,

(iii) examination of the financial statement and the auditors’ report thereon:

(iv) approval or any subsequent modification of transactions of the company with related parties:

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary

(vii) evaluation of internal financial controls and risk management systems

(viii) Monitoring the end use of funds raised through public offers and related matters.

The main responsibilities of the Audit Committee are:

1. Review of the financial statements (including interim financial statements) and oversight of the financial reporting process with a view to ensuring transparency and accuracy of financial reporting and disclosures prior to their submission to the Board for approval.

2. Review of the scope of work of the Auditors prior to commencement of the audit and, holding appropriate discussions on the matters that arose during the audit.

3. Review of the robustness and effectiveness of the internal control systems in place in the Company

4. Recommending to the Board the appointment, reappointment, and if required, the replacement or removal of the Statutory Auditors and the fixation of audit fee

5. Reviewing the effectiveness of internal audit including the independence of the internal audit function, the adequacy of staffing and the coverage, scope and frequency of audits.

6. Review the functioning of whistle blower mechanism ROLE

1. Oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible:

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the company

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors:

4) Reviewing, with the management the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

a Matters required being included in the Director’s Responsibility Statement to be included in the Board s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b Changes if any in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d Significant adjustments made in the financial statements arising out of audit findings

e Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g Qualifications in the draft audit report.

5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval

6) 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;

7) Review and monitor the auditor''s independence and performance, and effectiveness of audit process:

8) Approval or any subsequent modification of transactions of the company with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company, wherever it is necessary:

11) Evaluation of internal financial controls and risk management systems:

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

13) 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;

14) Discussion with internal auditors of any significant findings and follow up there on 15) 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:

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) To review the functioning of the Whistle Blower mechanism;

19) Approval of appointment of CFO (i.e. the whole-time Finance Director orany other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc of the candidate

20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

21) Recommendation for appointment, remuneration and terms of appointment of auditors of the company

22) Review and monitor the auditor''s independence and performance and effectiveness of audit process:

23) Examination of the financial statement and the auditors'' report thereon;

24) Approval or any subsequent modification of transactions of the company with related parties;

25) Scrutiny of inter-corporate loans and investments;

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

27) Evaluation of internal financial controls and risk management systems:

28) Monitoring the end use of funds raised through public offers and related matters: 29) The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;

30) The Audit Committee shall have authority to investigate into any matter in relation to the items specified (as mentioned at S No. 21 to 28 above) or referreo to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

31) The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit

Committee when it considers the auditor''s report but shall not have the right to vote:

32) The Audit Committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee: and

33) Resolve any disagreements between management and the auditor regarding financial reporting

The Audit Committee on 31st March 2023 is compnsed of:

Name of the Director	Nature of the Directorship	Designation	No: of Meetings attended
Dolly	Independent	Chairman	7
Ayushi Sikka	Independent	Member	6
Ram Gopal Jindal	Non-Independent	Member	6

Nine meetings of the Audit Committee were held on 30th May 2022, 12th July 2022, 25th August 2022, 30th August 2022, 12th October 2022, 22nd October 2022, 21st January 2023, and 23th February 2023 and 26th February 2023 dunng the Financial Year 2022-23.

Nomination and Remuneration Committee

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

Nome of the Director	Nature of the Directorship	Designation	No: of Meetings attended
Dolly	Independent	Chairman	6
Ayushi Sikka	Independent	Member	5
Ghanshyam Prasad Gupta	Non-Independent	Member	4

Eight Meetings of the NRC were held on 02nd July 2022. 13th August 2022, 25th August 2022, 30th August 2022, and 22nd October 2022, 14^th December 2022 21⁵¹ January 2023 and 26^th February 2023 during the financial year 2022-23

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

1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend

to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2) Formulation of criteria for evaluation of Independent Directors and the Board:

3) 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 their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

4) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria lay down, recommend to the Board their appointment and removal and shall carry out evaluation of every director s performance.

5) I he Nomination and Remuneration Committee shall 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.

6) The Nomination and Remuneration Committee shall, while formulating the policy ensures that:

a) 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:

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) 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: Provided that such policy shall be disclosed in the Board''s report”.

iii. Stake Holders Relationship Committee.

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

Name of the Director	Nature of the Directorship	Designation	No: of Meetings attended
Dolly	Independent	Chairman	5
Ayushi Sikka	Independent	Member	4
Anshita Sharma	Non-Independent	Member	4

Five meetings of the Stake Holders Relationship Committee were held on 25th August 2022, 30th August 2022, 14th October 2021,21* January 2023, and 23th February 2023 dunng the Financial Year 2022-23.

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

1) The Stake Holders Relationship, Grievance and Share Transfer Committee specifically look into the redressal of grievances of shareholders, debenture holders and other security holders,

2) The Stake Holders Relationship, Grievance and Share Transfer Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. 3) To expedite the process of share transfers, the Board of the company shall delegate the power of share transfer to an officer or a committee or to the registrar and share transfer agents. The delegated authority shall attend to share transfer formalities at least once in a fortnight.

4) The Stakeholders Relationship, Grievance Committee oversees and reviews all matters connected with the securities transfers and also looks into redressing of shareholders complaints like transfer of shares, non-receipt of annual reports/ dividends etc.

5) The Committee oversees the performance of the Registrar and Transfer agents and recommends measures for overall

improvement in the quality of investor services”.

23. 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 httDs://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 suff dent 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.

24. 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 Mechanism¹ 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/redort-ano-disclosures/vicil-mechanism-policv html.

25. 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

26. 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

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 - Nil28. RELATED PARTY TRANSACTIONS DISCLOSURES

During the year under review all the contracts or arrangements entered into by the Company with its related parties were in the ordinary course of business and on arm’s length

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 during FY 2022-23 are 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-oolicies. html.

29. 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 httos://www stancap.co in/report-and-disclosures/ ^zair-pracdces-code.html

30. 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.

31. REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES.

As on March 31,2023, the Company does not have any Subsidiary Associate or Joint Venture Company.

32. CORPORATE SOCIAL RESPONSIBILITY

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 of rupees five crore or more during the 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 31,2022. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company

33. AUDITORS OF THE COMPANY STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 35^th 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 40 ^h 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 30^th 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 35^th Annual General Meeting till the conclusion of 40* Annual General meeting subject to the approval of the members and to fix their remuneration.

The Statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company

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. SWETAAGARWAL & CO,, Practicing Company Secretary (FCS No 9792, CP No. 12038) to undertake secretanal audit of the Company.

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

INTERNALAUDITOR

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 ofthe 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 httos://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 FY2023.

• 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.

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors’ Report, form part of the notes to the standalone financial 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).

35. 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 31,2023 will be available on the website of the company i.e. www.stancap. co.in.

36. FORMALANNUAL EVALUATION

Pursuant to section 178 of the Act, the NRC and the Board has decided thatthe evaluation shall be carried out by the Board only and the NRC will only review its implementation and compliance

Further as per Schedule IV of the Act and provisions of the SEBI Listing Regulations, the performance evaluation of independent directors shall be done by the entire Board excluding the directors being evaluated, on the basis of performance and fulfilment of criteria of independence and their independence from Management On the basis of the report of the performance evaluation it shall be determined whether to extend or continue the term of appointment of independent director.

Accordingly, the Board has carried out an annual performance evaluation of its own performance, that of its Committees, Chairperson and individual directors. The manner in which formal annual evaluation of performance was carried out by the Board for the year 2022-23 is given below

i. Attendance of Board Meetings and Board Committee Meetings.

ii Quality of contribution to Board deliberations, safeguarding the interest of the Company, independence of

judgment, level of engagement and contribution.

in Strategic perspectives or inputs regarding future growth of the Company and its performance,

iv Providing perspectives and feedback going beyond the information provided by the Management,

v. Commitment to shareholders'' and other stakeholders’ interests.

The evaluation involves self-evaluation by each Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

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

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

38. 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.

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.

39. RISK MANAGEMENT POLICY

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.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2022-23 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure-I

41. CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions as specified in Regulation 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2) and Paragraph C, D and E of Schedule V are not applicable on the Company (Standard Capital Markets Limited) for the quarter and year ended March 31, 2023 as the Paid-Up Share Capital of the Company does not exceed Rs. 10,00 00.000/- (Rupees Ten Crore only) and Net Worth does not exceed Rs. 25 00 00,000/- (Rupees Twenty Five Crore only) as on the last day of the previous financial year i.e. March 31 2022

Further, the Paid-Up Share Capital of the Company is Rs. 4,00,01,000/— (Rupees Four Croreand One Thousand Only) and Net Worth is Rs. 3,42,72,258.66 (Rupees Three Crores Forty two Lakhs Seventy Two Thousand Two hundred Fifty Eight Rupess and Sixty Six paise only) as on the last day of the previous financial year i.e. March 31. 2022.

42. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. I he Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed The Board is responsible for implementation of the Code All Board Directors and the designated employees have confirmed compliance with the Code

43. RBI Guidelines

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.

44. 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.

45. 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.

46. 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 2022-23. Hence the clause is not applicable to the Company.

47. 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.

48. 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.

49. 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

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.

50. 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 Krishan Rakesh & Co , Statutory Auditors and M/s. SWETA AGARWAL & CO, 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.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 27th Annual Reports of your Company together with the Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. in Lakh)

Particulars Currentt Year Previous Year (2013-2014) (2012-2013)

Gross Income 15.91 14.47

Expenditure 11.25 11.92

Profit/ (Loss) Before Depreciation & Tax 4.66 2.77 Depreciation 0.20 0.21

Provision for Deferred Tax (MAT)/Tax 4.59 0.23

Profit/ (Loss) for the Year (0.13) 2.33

Balance brought forward from the Previous Year (28.69) (30.56)

APPROPRIATION

Transferred to RBI Reserve Fund 0.00 0.47

Balance Carried Forward (28.82) (28.69)

DIVIDEND

In view of the accumulated losses of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2014.

OPERATIONS AND FUTURE PROSPECTS

This financial year of the company has continued to be a struggling period to consolidate its portfolio for increasing the revenue but desired results could not be achieved in view of the adverse market conditions. Management is optimistic about better results in the future in view of the regaining economic momentum and growth of Indian economy.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Please refer to Annexure ''A'' of this report.

AUDITORS & THEIR REPORT

M/s Tiwari & Associates, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from them that their reappointment, if made, would be within the provisions prescribed u/s 139 of the Companies Act, 2013. Your directors and Audit Committee recommend their appointment as Statutory Auditors for another one year.

Auditors'' Report is self-explanatory and required no comments by the Directors.

DIRCTORS

Shri Kapoor Chand Gupta, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The directors recommend his reappointment.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement. A Separate report on Corporate Governance is included as a part of the Annual Report.

Certificate from the auditors of the Company M/s Tiwari & Associates confirming compliance of conditions of Corporate Governance as stipulated of under the clause 49 of Listing Agreement is annexed to this report as annexure "B"

PARTICULARS OF EMPLOYEES INFORMATION IN ACCORDANCE WITH SECTION 217(2A) OF THE COMPANIES ACT 1956 WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

DEPOSITS

As on March 31, 2014 no deposit from public have been accepted or renewed by the I Company.

CONSERVATION OF ENERGY

The company is not engaged in any activity relating to conservation of energy and technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no foreign exchange earning & outgo during the financial year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217( 2AA) of the Companies Act, 1956 as introduced by Companies (Amendment) Act, 2000, the Directors confirm that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed;

* Appropriate accounting policies have been selected and applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profits of the Company for the year ended 31st March, 2014

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The annual accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATES

The company has obtained Compliance Certificate from Practicing Secretary as required under provision to Section 383A(1) of the Companies Act,1956

ACKNOWLEDGEMENT

Your directors are pleased to place on record their sincere thanks to the Reserve Bank of India, Bankers, stock exchange, customers and share holders of the company for their continued and valuable co-operation and support to the Company.

Your Directors also express their appreciation for the hard work and sincere services rendered by employees at all level during the year.

Place : New Delhi By order of the Board of Directors Dated : 5th September 2014 Standard Capital Markets Limited

Durga Prasad Sharma Narender K. Arora Director Managing Director

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Mar 31, 2010

The Directors are pleased to present the 23rd Annual Report together with the Audited Accounts of the Company for the year ended March 31st, 2010.

FINANCIAL RESULTS:

The Performance of the Company for the financial year ended March 31, 2010 is summarized below:

For the Year ended For the Year ended 31.03.2010 31.03.2009 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 14.28 5.51

Expenditure 15.83 23.26

Profit /(Loss) Before Depreciation & Tax (1.55) (17.75)

Depreciation 0.83 0.56

Provision for Tax 0.00 NIL

Profit/(Loss) for the Year (2.38) (18.31)

Balance brought forward from the Prev. Year (92.26) (140.13)

APPROPRIATION

General Reserve NIL NIL

Prov. For Doubtful Debts Written Back 11.70 66.19

Prov. For Doubtful Investment written back 10.00 NIL

Tfd to RBI Reserve Fund NIL NIL

Balance Carried Forward (72.94) (92.26)

DIVIDEND

In view of the accumulated losses of the company, your directors do not recommend any dividend for the year ended 31st March, 2010.

AUDITORS

M/s Tiwari & Associates, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a Certificate to the effect that the proposed reappointment, if made, will be in accordance with sub-section (1-B) of Section 224 of the Companies Act, 1956. Members of the Company are requested to appoint the auditors for the next year and fix up their remuneration.

AUDITORSREPORT

The observation made in the Auditors Report are self explanatory and therefore, do not call for any further comment under section 217(3) of the Companies Act, 1956.

OPERATIONS

The Directors of the company put in their hard efforts to bring the financial operation on a satisfactory note. Your company suffered financial loss during the year under report as compared to financial loss during the previous year.

DIRECTORS

In accordance with the requirements of section 256 of the Companies Act, 1956 and the articles of association of the company, Sh. Durga Prasad Sharma, Director of the company retire by rotation at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the annual accounts of the Company on a going concern basis.

CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India forms part of the Annual Report.

Certificate from the Auditors of the Company, M/s Tiwari & Associates, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

PARTICULARS OF EMPLOYEES

None of the companys employees, employed throughout the Financial year under review, was in receipt of an aggregate remuneration of Rs. 24,00,000/- p.a. or more, Similarly no employees of the company, employed for a part of the financial year, received remuneration @ Rs. 2,00,000/- p.m. or more. Hence the details required under section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 is not given.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public, within the meaning of Section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

ENERGY CONVERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars under Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 on conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the company and hence no disclosure is being made in this report.

COMPLIANCE CERTIFICATE

The company has obtained Compliance Certificate from Practicing Company Secretary as required under proviso to Section 383A (1) of the Companies Act, 1956. The copy of the same has been annexed to this report.

APPRECIATION:

Your Directors thanks our esteemed shareholders, customers, business associates, Financial/Investment Institutions and Commercial Banks for their faith reposed by them in your company and its management.

Your Directors placed on record their deep appreciation of dedication and commitment of employees at all levels and look forward to their continued support in the future as well.

The Board also acknowledges the faith reposed in the company by lessees, investing public and Banks for their valuable assistance, and look forward to their continued co-operation.

For and on behalf of the Board

SD/- SD/- DURGA PRASAD SHARMA NARENDER K ARORA (DIRECTOR) (DIRECTOR)

PLACE : NEW DELHI DATE : 25.08.2010