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Company Information

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STANDARD BATTERIES LTD.

09 September 2026 | 04:01

Industry >> Auto Ancl - Batteries

Select Another Company

ISIN No INE502C01039 BSE Code / NSE Code 504180 / STDBAT Book Value (Rs.) 1.59 Face Value 1.00
Bookclosure 20/09/2024 52Week High 66 EPS 0.00 P/E 0.00
Market Cap. 20.68 Cr. 52Week Low 36 P/BV / Div Yield (%) 25.18 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting this 79th (Seventy Ninth) Board's Report on the affairs of the Company
together with the Audited Financial Statements for the year ended on 31st March, 2026.

I. FINANCIAL SUMMARY OR HIGHLIGHTS (All amounts in INR Lakhs, unless otherwise stated)

Particulars

Year Ended
31.03.2026

Year Ended
31.03.2025

Revenue from Operations

-

-

Other Income

10.13

136.34

Total Income

10.13

136.34

Profit before Interest & finance charges, depreciation & taxation

(49.60)

81.70

Less: Interest & finance Charges

-

0.04

Operating profit before depreciation & taxation

(49.60)

81.66

Less: Depreciation, amortization & impairment of asset

-

-

Profit before Exceptional Items

(49.60)

81.66

Add: Exceptional Items

-

-

Profit before taxation

(49.60)

81.66

Current Tax

-

-

Adjustment relating to tax for earlier years

-

-

Deferred Tax Liability

-

-

Profit after taxation

(49.60)

81.66

Add: Balance brought forward

(1,144.23)

(1,225.89)

Profit/ (Loss) available for appropriation

(49.60)

81.66

Less: Appropriation:

Transfer to General Reserve

-

-

Interim Dividend

-

-

Tax on Interim Dividend

-

-

Proposed Dividend

-

-

Provision for Tax on Proposed Dividend

-

-

Less: Additional depreciation charged due to change in useful life

-

-

Balance carried forward to Balance Sheet

(1,193.83)

(1,144.23)

II. OPERATIONS :

The Company did not achieve any turnover during the year under review as in the case of the previous
year. Net Loss of the Company during the year amounted to Rs. 49.60 Lakhs compared to Net
Profit of Rs. 81.66 Lakhs rupees incurred in the previous year.

III. CAPITAL STRUCTURE:

During the year under consideration, the
Company has not changed its capital structure and
the authorized and paid-up share capital as on 31st
March 2026 stands as follow:

The Authorized Share Capital of the Company is
Rs. 14,75,00,000 (Rupees Fourteen Crore Seventy
Five Lakhs Only) divided into 14,75,00,000
(Fourteen Crore Seventy Five Lakhs) Equity Shares
of Rs. 1/- each.

During the F.Y. 2025-2026, the Paid-up Share
capital of the Company stands as Rs. 51,71,125/-
(Rupees Fifty One Lakhs Seventy One Thousand
One Hundred and Twenty Five Only) divided into
51,71,125 (Fifty One Lakhs Seventy One Thousand
One Hundred and Twenty Five Only) Equity
Shares of Rs. 1/- each.

IV. TRANSFER TO RESERVES:

The Company has not transferred any amount to
general reserves.

V. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:

During the year under review there has been no
such significant and material orders passed by the
regulators or courts or tribunals impacting the
going concern status and company's operations in
future.

VI. SUBSIDIARY/JOINT VENTURES/

ASSOCIATE COMPANY:

As on March 31, 2026, the Company does not have
any Subsidiary/Joint Ventures/ Associate
Company.

VII. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.

The Company has in place an established control
system designed to ensure proper recording of
financial and operational information and
compliance with various internal controls and
other regulatory and statutory compliances.

The Company has, in all material respects, an
adequate internal financial controls system with
reference to Financial Statements and such internal
financial controls with reference to Financial
Statements were operating effectively as at 31st
March, 2026 based on the internal financial
controls with respect to Financial Statements
criteria established by the Company considering
the essential components of internal control stated
in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting
issued by the ICAI.

VIII. CHANGE IN THE NATURE OF BUSINESS:

As on March 31, 2026, the Company has four
Directors with an optimum combination of
Executive and Non- Executive Directors including
one independent women director.

The Company's Board comprises of the following
directors: -

IX. DETAILS OF DIRECTORS OR KEY
MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED:

Directors/Signatory Details

DIN/PAN

Name

Begin date

End date

02420026

RATAN

KISHORE

BHAGANIA

15/05/2019

-

09000589

KAVITA

BIYANI

22/12/2020

-

00798218

GAURAG

SHASHIKANT

AJMERA

31/07/2020

00798218

PRADIP

BHAR

13/08/2019

-

The Company comprises of the following KMPs:

1. Shamrao Rmkisan Landge- CFO

2. Hiren Umedray Sanghavi- General Manager

3. Hiren Umedray Sanghavi- Company Secretary
and Compliance Officer.

During the year under review, following are the
changes in the structure of the Management:

♦ As per the provisions of the Companies Act, 2013
and the Articles of Association of the Company Mr.
Hiren Umedray Sanghavi was re-appointed as
General Manager w.e.f. from 22.04.2026 for a period
of one year.

At the ensuing Annual General Meeting:

As per the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Mr.
Pradip Bhar (DIN: 01039198), eligible for retirement
by rotation, has offered himself for re-appointment.

♦ As per the provisions of the Companies Act, 2013
and the Articles of Association of the Company Mr.
Hiren Umedray Sanghavi has been proposed for the
reappointment as General Manager.

♦ X.AUDITORS:

STATUTORY AUDITORS AND THEIR
REPORT:

M/s. V Singhi & Associates, Chartered
Accountants, having registration number FRN No.
311017E were re-appointed as Statutory Auditors
of your Company at the 75th Annual General
Meeting for a further term of five consecutive years
till the conclusion of 80th Annual General Meeting.

The Auditors have given their Eligibility
Certificate to continue to act as Auditors of the
Company. The statutory auditors have also
confirmed that they hold a valid certificate issued
by the "Peer Review Board" of The Institute of
Chartered Accountants of India.

The Report given by the Auditors on the financial
statements of the Company is part of the Annual
Report.

SECRETARIAL AUDITORS AND THEIR
REPORT:

As per the provisions of SEBI (LODR) Regulations,
2015 and SEBI circular no. SEBI/LAD-
NRO/GN/2024/218 dated December 12, 2024 the
Board has appointed M/s. R. N. Shah & Associates,
Company Secretaries in Whole-time Practice, as
Secretarial Auditors of the Company for the term
of 5 (five) consecutive years from 2025-26 to 2029¬
30 to carry out Secretarial Audit under the
provisions of section 204 of the Companies Act,
2013 The report of the Secretarial Auditor is
annexed to this report as Annexure C. The reports
does not contain any observations.

M/s. R. N. Shah & Associates, Company
Secretaries, have provided their consent letter to
act as Secretarial Auditors of the Company.

INTERNAL AUDITOR

M/ s. Jignesh Raithatha & Associates, Chartered
Accountants were appointed as Internal Auditors
of the Company by passing Board Resolution at the
Board Meeting held on 12th February, 2026. The
scope of work and authority of the Internal
Auditors is as per the terms of reference approved
by Audit Committee. The Internal Auditors
monitor and evaluates the efficiency and adequacy
of internal control system in the Company, its
compliance with operating systems, accounting
procedures and policies of the Company.
Significant audit observation and
recommendations along with corrective actions
thereon are presented to the Audit Committee of
the Board.

XI. DEPOSITS:

The Company has not accepted any deposit from
public/shareholders in accordance with Section 73
of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014
and as such, no amount on account of principal or
interest on public deposits was outstanding as on
the date of the Balance Sheet for the year under
review.

XII. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a
Corporate Social Responsibility Committees as it
does not fall within purview of Section 135(1) of the
Companies Act, 2013. Hence it is not required to
formulate policy on corporate social responsibility
and provide annual report on CSR.

XIII. EXTRACT OF ANNUAL RETURN:

Pursuant to amendments in Sections 92, 134(3) of
the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014.

Copy of the annual return will be made available
on the website of the Company.

URL: www.standardbatteries.co.in

XIV. (I) NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year (FY) 2025-26, the Board
of Directors met 4 (Four) times viz. on 30th May,
2025, 11th August, 2025, 13th November, 2025 &
12th February, 2026.

Further, the status of attendance of Board Meeting
by each of Director is as follows:

Sl.

No.

Name of the
Director

No. of Board
Meeting
Entitled to
Attend

No. of Board
Meeting
Attended

1.

Pradip Bhar

4

4

2.

Ratan Kishore
Bhagania

4

4

3.

Gaurang

Shashikant

Ajmera

4

4

4.

Kavita Biyani

4

4

Further, the status of attendance of Board Meeting
by each f Doirector is as follows:

Sl.

No.

Date of
Board
Meeting

Directors attended
the Board Meeting

1.

30th May,

Mr. Pradip Bhar

2025

Mr. Ratan Kishore Bhagania

Mr. Gaurang Shashikant Ajmera

Ms. Kavita Biyani

Sl.

No.

Date of
Board
Meeting

Directors attended
the Board Meeting

2.

11th Aug.,
2025

Mr. Pradip Bhar
Mr. Ratan Kishore Bhagania
Mr. Gaurang Shashikant Ajmera
Ms. Kavita Biyani

3.

13th Nov.,
2025

Mr. Pradip Bhar
Mr. Ratan Kishore Bhagania
Mr. Gaurang Shashikant Ajmera
Ms. Kavita Biyani

4.

12th Feb.,
2026

Mr. Pradip Bhar
Mr. Ratan Kishore Bhagania
Mr. Gaurang Shashikant Ajmera
Ms. Kavita Biyani

(II) NUMBER OF MEETINGS OF THE COMMITEES:

(i) AUDIT COMMITTEE:

As on 31.03.2026, Audit Committee comprises of
following Directors:

• Mr. Gaurang S. Ajmera, Chairman

• Mr. Pradip Bhar, Member

• Mr. Ratan Kishore Bhagania, Member

• Ms. Kavita Biyani, Member

During the Financial Year 2025-26, the audit
committee met 4 times viz. 30th May, 2025, 11th
August, 2025, 13th November, 2025 & 12th
February, 2026.

(ii) NOMINATION AND REMUNERATION
COMMITTEE:

As on 31.03.2026, Nomination and Remuneration
Committee comprises of following Directors:

• Mr. Gaurang S. Ajmera, Chairman

• Mr. Pradip Bhar, Member

• Mr. Ratan Kishore Bhagania, Member

During the Financial Year 2025-26, the Nomination
and Remuneration committee met 2 times viz. 30th
May 2025 & 12th February, 2026.

(iii) STAKEHOLDERS RELATIONSHIP

COMMITTEE:

As on 31.03.2026, Stakeholders Relationship
comprises of following Directors:

• Mr. Gaurang S. Ajmera, Chairman

• Mr. Pradip Bhar, Member

• Mr. Ratan Kishore Bhagania, Member

During the Financial Year 2025-26, the

Stakeholders Relationship committee met 1 time
viz. 12th February, 2026.

XV. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)
(c) of the Companies Act, 2013 with respect to
Directors' Responsibility Statement, it is hereby
confirmed that:

(i) in the preparation of the annual accounts for the
financial year ended 31st March, 2026, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

(ii) the Directors had selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the company as at March 31, 2026
and of the profit and loss of the company for that
period;

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

(iv) the Directors had prepared the annual accounts on
a going concern basis;

(v) the Directors had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively;

(vi) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

XVI. A STATEMENT ON DECLARATION GIVEN
BY INDEPENDENT DIRECTORS UNDER SUB¬
SECTION (6) OF SECTION 149;

All Independent Directors have given declarations
that they meet the criteria of Independence as laid
down under Section 149(6) of the Companies Act,
2013 and provisions of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

XVII. OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR:

In the opinion of the Board, the Independent
Directors possess the requisite expertise and
experience and are persons of high integrity and
repute. They fulfill the conditions specified in The
Companies Act, 2013 ('the Act') as well as the Rules
made thereunder and are independent of the
management.

• INDEPENDENT DIRECTORS DECLARATION:

Every Independent Director, at the first meeting of
the Board after their appointment and thereafter at
the first meeting of the Board in every financial
year or whenever there is any change in the
circumstances which may affect his/her status as
an independent director, is required to provide a
declaration that he/she meets the criteria of
independence as provided in Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing
Regulations.

In accordance with the above, each Independent
Director has given a written declaration to the
Company confirming that he/she meets the
criteria of independence under Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing
Regulations, and that they have complied with the
Code of Conduct as specified in Schedule IV to the
Act.

In the opinion of the Board, all the Independent
Directors fulfill the criteria of independence as
provided under the Act, Rules made thereunder,
read with the Listing

Regulations and are independent of the
management and possess requisite qualifications,
experience, and expertise and hold highest
standards of integrity to discharge the assigned
duties and responsibilities as mandated by Act and
Listing Regulations diligently. Disclosure
regarding the skills/expertise/competence
possessed by the Directors is given in detail in the
Report on Corporate Governance forming part of
this Annual Report.

The Company has taken requisite steps for
inclusion of the names of all Independent Directors
in the databank maintained with the Indian
Institute of Corporate Affairs, ("IICA").
Accordingly, the Independent Directors of the
Company have registered themselves with the
IICA for the said purpose. In terms of Section 150 of
the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules,
2014. All the three (3) Independent Director were
exempted by Indian Institute of Corporate Affair
(IICA) from appearing for the Online Proficiency
Self-Assessment Test, as they have fulfilled the
conditions for seeking exemption from appearing
for the Online Proficiency Self-Assessment Test.

XVIII. COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER
MATTERS PROVIDED UNDER SUB-SECTION (3)

OF SECTION 178;

The Policy of the Company on Directors'
appointment and remuneration including criteria
for determining qualifications, positive attributes,
independence of a Director and other matters
provided under sub-section (3) of section 178, is
appended as Annexure A to this Report.

XIX. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Companies Act, 2013 and Schedule V of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
regulations, 2015 are given in the notes to the
Financial Statements.

XX. RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with
related parties are referred to in sub-section (1) of
Section 188 in the form AOC-2 [clause (h) of sub¬
section (3) of Section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014]:

All related party transactions that were entered
into during the financial year were on an arm's
length basis and were in the ordinary course of
business. All Related Party Transactions are placed
before the Audit Committee. Prior omnibus
approval of the Audit Committee is obtained for
related party transactions wherever required and
the transactions entered into pursuant to the
omnibus approval so granted are placed before the
Audit Committee for reviewing on a quarterly
basis.

The policy on Related Party Transactions as
approved by the Board is uploaded on the
Company's website www.standardbatteries.co.in.
None of the Directors has any pecuniary
relationships or transactions vis-a-vis the
Company.

The particulars of contracts or arrangements with
related parties referred to in sub-section (1) of
section 188 in the form AOC-2 is annexed herewith
as Annexure B to this report.

XXI. DIVIDEND

Your Directors regret their inability to recommend
any Dividend for the year under review.

XXII. TAXATION MATTERS

Notes forming part of the Financial Statements for
the year ended 31st March, 2026 explains the
position of the Company for pending Taxation
matters.

XXIII. MATERIAL CHANGES BETWEEN THE DATE
OF THE BOARD REPORT AND END OF

FINANCIAL YEAR.

There have been no material changes and
commitments, affecting the financial position of
the Company which have occurred between the
end of the financial year of the Company to which
the financial statements relate and the date of the
report.

XXIV. THE CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO, IN
SUCH MANNER AS MAY BE PRESCRIBED.

Since the Company has sold its Industrial
undertakings to Exide Industries Ltd., effective
February, 1998, information on conservation of
energy, technology absorption, are no more
relevant. There was no foreign exchange earnings
and outgo stipulated under Section 134(3) (m) of
the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014.

XXV. STATEMENT INDICATING DEVELOPMENT
AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE
COMPANY INCLUDING IDENTIFICATION
THEREIN OF ELEMENTS OF RISK, IF ANY,
WHICH IN THE OPINION OF THE BOARD
MAY THREATEN THE EXISTENCE OF THE
COMPANY.

The Company has in place a mechanism to
identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by
the businesses and functions are systematically
addressed through mitigating actions on a
continuing basis. These are discussed at the
meetings of the Audit Committee and the Board of
Directors of the Company.

The Company's internal control systems are
commensurate with the nature of its business and
the size and complexity of its operations. These are
routinely tested and certified by Statutory as well
as Internal Auditors.

XXVI. STATEMENT INDICATING THE MANNER
IN WHICH FORMAL ANNUAL EVALUATION
HAS BEEN MADE BY THE BOARD OF ITS
OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL
DIRECTORS

In compliance with the Sections 134 and 178 of the
Companies Act read with Regulations 17 and 19 of
the Listing Regulations, the performance
evaluation of the Board and its Committees were
carried out during the year under review.

The formal annual evaluation has been done by the
Board of its own performance and that of its
Committees and individual Directors on the basis
of evaluation criteria specified in the Nomination
and Remuneration policy of the Company. A

member of the Board/Committee did not
participate in the discussion of his/her evaluation.

XXVII. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143 OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT:

There are no frauds reported by Auditors under
Section 143 (12) of the Companies Act, 2013.

XXVIII. MAINTENANCE OF COST RECORDS AS
SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF
SECTION 148 OF THE COMPANIES ACT, 2013.

Company is not required to maintain such records
and accordingly such accounts and records are not
made and maintained.

XXIX. CONSTITUTION OF INTERNAL

COMPLAINTS COMMITTEE, OBLIGATION
OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 AND AS PER RULE
8(5)(X):

In order to prevent sexual harassment of women at
work place the Company has adopted a policy for
prevention of Sexual Harassment of Women at
workplace and has set up Internal Complaints
Committee for implementation of said policy
under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Status of complaints as on March 31.2025:

Particulars

Number
of Complaints

Pending at the beginning of the Financial Year Nil

Filed during the Financial Year

Nil

Disposed of during the Financial Year

Nil

Pending at the end of the Financial Year

Nil

XXX. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD MEETINGS AND
GENERAL MEETINGS:

The Company has complied with Secretarial
Standards 1 and 2 issued by the Institute of
Company Secretaries of India on Board Meetings
and General Meetings.

XXXI. DISCLOSURE PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014.

Requirements of
Rule 5(1)

Details

1) the ratio of the remuneration
of each Director to the median
remuneration of the
employees of the company for
the financial year;

None of the Director has
been paid remuneration
other than sitting fees paid
for attending Meetings of
Board and Committees.

2) the percentage increase/
decrease in remuneration of
each Director, Chief Financial
Officer, Chief Executive
Officer, Company Secretary or
Manager, if any, in the
financial year;

No Change

3) the percentage increase in the
median remuneration of
employees in the financial
year;

No Change

4) the number of permanent
employees on the rolls of
company;

4 Employees as on
31.03.2026

5) average percentile increase
already made in the salaries of
employees other than the
managerial personnel in the
last financial year and its
comparison with the
percentile increase in the
managerial remuneration and
justification thereof and point
out if there are any exceptional
circumstances for increase in
the managerial remuneration;

No Change

6) Affirmation that the
remuneration is as per the
remuneration policy of the
company.

Remuneration paid during
the year ended March 31,
2026 is as per

Remuneration Policy of the
Company.

None of the employees has received remuneration
exceeding the limit as stated in rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

XXXILVIGIL MECHANISM/WHISTLE BLOWER

POLICY:

The Company has established a Vigil Mechanism/
Whistle Blower Policy for Directors and employees
to report their genuine concerns. This Policy is
available at the Company's website at

www.standardbatterieS.co.in

XXXIII.DEMATERIALIZATION:

88.81 % of the shares of the Company are in
dematerialized form. Your Directors request all the
members who have not yet got their holding
dematerialized to do so to enable easy trading of
the shares as the shares of the Company are
compulsorily traded in dematerialized form.

XXIV.FOLLOWING DETAILS ARE ALSO
AVAILABLE ON THE WEBSITE OF THE
COMPANY I.E ON

WWW.STANDARDBATTERIES.CO.IN:

• Policy for determination of Materiality

• Policy on Related Party Transaction.

• All Disclosures under Regulation 30 of SEBI (Listing
Obligations and Disclosure Requirements), 2015

• Shareholding Pattern

• Financial Results

• Annual Reports

• Information to be disseminated as per Regulation 46
of SEBI (Listing Obligations and Disclosure
Requirements), 2015.

XXXIV.MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

In terms of the provisions of Regulation 34 (2) (e)
and Schedule V (as amended) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Management's discussion
and analysis are as follows:

• CAUTIONARY STATEMENT

Statement made in this report describing the
Company's objectives, projection, estimates and
expectations may be "forward looking statements"
within the meaning of applicable laws and
regulations. Actual results may differ materially
from those expressed or implied. Important factors
that could make a difference to the Company's
operations include economic conditions affecting
the Markets in which company operates; changes
in the Government regulations; tax laws and other
statutes and incidental factors.

• INDUSTRY STRUCTURE AND
DEVELOPMENT

Changing economic and business conditions and
rapid growth of Business Environment are creating
an increasingly competitive market environment
that is driving corporations to transform their
operations. Companies are focusing on their core
competencies and service providers to adequately
address these needs. The role of technology has
evolved from supporting corporations to
transforming their business.

• OPPORTUNITIES AND THREATS

The performance of market in India has a direct
correlation with the prospect of economic growth
and political stability. Though the growth
projections for F.Y. 2025-26 appear reassuring,
there are certain downside risks such as pace and
shape of global recovery, effect of withdrawal of

fiscal stimulus and hardening of commodity
prices. Accommodative monetary policies in
advanced economies, coupled with better growth
prospects in Emerging Markets (EMs) including
India, are expected to trigger large capital inflows
in EMs which in turn could lead to inflationary
pressures and asset price bubble. Our business
performance may also be impacted by increased
competition from local and global players
operating in India, regulatory changes and
attrition of employees. With growing presence of
players offering advisory service coupled with
provision of funds for the clients' needs, we would
face competition of unequal proportion. We
continuously tackle this situation by providing
increasingly superior customized services. In
financial services business, effective risk
management has become very crucial. Your
Company is exposed to credit risk, liquidity risk
and interest rate risks. Your Company has in place
suitable mechanisms to effectively reduce such
risks. All these risks are continuously analysed and
reviewed at various levels of management through
an effective information system. The Company is
having excellent Board of Directors who are
experts in the financial sector, and are helping the
Company in making good investment.

• SEGMENT-WISE OR PRODUCT WISE
PERFORMANCE:

The Company has only one segment of operation
which is trading in steel products.

• Ý OUTLOOK AND FUTURE PROSPECTS:

Competition continues to be intense, as the Indian
and foreign banks have entered the retail lending
business in a big way, thereby exerting pressure on
margins. The erstwhile providers of funds have
now become competitors. Company can sustain in
this competitive environment only through
optimization of funding costs, identification of
potential business areas, widening geographical
reach, and use of technology, cost efficiencies, strict
credit monitoring and raising the level of customer
service.

• RISKS & CONCERNS

In today's complex business environment, almost
every business decision requires executives and
managers to balance risk and reward. Effective risk
management is therefore critical to an
organization's success. Globalization, with
increasing integration of markets, newer and more
complex products & transactions and an
increasingly stringent regulatory framework has
exposed organizations to newer risks. As a result,
today's operating environment demands a
rigorous and integrated approach to risk
management. Timely and effective risk
management is of prime importance to our
continued success. Increased competition and
market volatility has enhanced the importance of
risk management. The sustainability of the
business is derived from the following:

(i) Identification of the diverse risks faced by the
company.

(ii) The evolution of appropriate systems and
processes to measure and monitor them.

(iii) Risk management through appropriate mitigation
strategies within the policy framework.

(iv) Monitoring the progress of the implementation of
such strategies and subjecting them to periodical
audit and review.

(v) Reporting these risk mitigation results to the
appropriate managerial levels.

♦ INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUENCY

Your Company has an effective system of
accounting and administrative controls supported
by an internal audit system with proper and
adequate system of internal check and controls to
ensure safety and proper recording of all assets of
the Company and their proper and authorised
utilization. As part of the effort to evaluate the
effectiveness of the internal control systems, your
Company's internal audit department reviews all
the control measures on a periodic basis and
recommends improvements, wherever
appropriate. The internal audit department is
manned by highly qualified and experienced
personnel and reports directly to the Audit
Committee of the Board. The Audit Committee
regularly reviews the audit findings. An
Information Security Assurance Service is also
provided by independent external professionals.
Based on their recommendations, the Company
has implemented a number of control measures
both in operational and accounting related areas,
apart from security related measures.

The Company has, in all material respects,
anadequate internal financial controls system with
reference to Financial Statements and such internal
financial controls with reference to Financial
Statements were operating effectively as at 31st
March, 2026 based on the internal financial
controls with respect to Financial Statements
criteria established by the Company considering
the essential components of internal control stated
in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting
issued by the ICAI.

♦ MATERIAL DEVELOPMENTS IN HUMAN
RESOURCES / INDUSTRIAL RELATIONS
FRONT, INCLUDING NUMBER OF PEOPLE
EMPLOYED.

The Company's relations with the employees
continued to be cordial.

♦ DETAILS OF SIGNIFICANT CHANGES (I.E.
CHANGE OF 25% OR MORE AS COMPARED
TO THE IMMEDIATELY PREVIOUS
FINANCIAL YEAR) IN KEY FINANCIAL
RATIOS:

Ratio

FY

2023-24

FY

2024-25

Change
(25% or
more as
compared
to

FY 2023-24)

Detailed

explanations

Debtors

Turnover

0

0

N. A.

No Sales

Inventory

Turnover

0

0

N. A.

No Sales

Interest

Coverage

Ratio

0

0

N. A.

No Sales

Current
Ratio (times)

1.85

1.32

Yes

No Sales

Debt

Equity

Ratio

0

0

N. A.

No debt

Operating

Profit

Margin(%)

0

0

N. A.

No Sales

Net

Profit

Margin(%)

0

0

N. A.

No Sales

♦ DETAILS OF ANY CHANGE IN RETURN ON
NET WORTH AS COMPARED TO THE
IMMEDIATELY PREVIOUS FINANCIAL YEAR
ALONG WITH A DETAILED EXPLANATION
THEREOF:

Due to nil sales, there has been negative return on
Net worth. However, the Board is hopeful of
recovering the loan given and interest thereon and
to improve the Return on Net worth of the
Company.

XXVI.CODE FOR PREVENTION OF INSIDER
TRADING:

Your Company has adopted a Code of Conduct to
regulate, monitor and report trading by designated
persons and their immediate relatives as per the
requirements under the Securities and Exchange

Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conduct also
includes code for practices and procedures for fair
disclosure of unpublished price sensitive
information which has been made available on the
Company's website at

www.standardbatteries.co.in.

XXVII. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR.

There is no application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

XXVIII. DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE
REASONS THEREOF.

There was no one time settlement done between
Company and Banks/Financial Institutions.
Hence, details of difference in valuation are not
required.

XXXIX.CERTIFICATE OF NON¬

DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V Para
C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015),
Certificate of Non-Disqualification of Directors
from R. N. Shah & Associates Company Secretaries
is attached as Annexure D.

XI. AUDIT COMMITTEE

The details pertaining to the composition of the
Audit Committee are made available on the
website of the Company. URL:
www.standardbatteries.co.in

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record
their appreciation and sincere gratitude to the
Government of India, Government of Maharashtra,
Authorities and the Bankers to the Company for their
valuable support and look forward to their continued
co-operation in the years to come.

Your Directors acknowledge the support and co¬
operation received from the employees and all those
who have helped in the day to day management.

For and on behalf of the Board of Directors,
(Pradip Bhar) (Gaurang S. Ajmera)

Director Director

(DIN : 01039198) DIN : 00798218)

Date : 29/05/2026
Place : Kolkata