Stove Kraft Ltd. இன் முடிவுகள்

Mar 31, 2025

1. We have audited the accompanying financial
statements of Stove Kraft Limited (“the
Company”), which comprise the Balance Sheet as
at March 31, 2025, and the Statement of Profit and
Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the
Statement of Cash Flows for the year then ended,
and notes to the financial statements, including
material accounting policy information and other
explanatory information.

2. In our opinion and to the best of our information
and according to the explanations given to
us, the aforesaid financial statements give the
information required by the Companies Act,
2013 (“the Act") in the manner so required and
give a true and fair view in conformity with the
accounting principles generally accepted in
India, of the state of affairs of the Company as at
March 31, 2025, and total comprehensive income
(comprising of profit and other comprehensive
loss), changes in equity and its cash flows for the
year then ended.

BASIS FOR OPINION

3. We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities
under those Standards are further described
in the “Auditor''s Responsibilities for the Audit
of the Financial Statements” section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India
together with the ethical requirements that are

relevant to our audit of the financial statements
under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is
sufficient and appropriate to provide a basis
for our opinion.

EMPHASIS OF MATTER

4. We draw attention to Note 54 to the financial
statements that describes the search operations
carried out by the Income Tax Department at
various business premises of the Company in
November 2023. Subsequently, the Company
received notices and orders for various assessment
years, towards which the Company has furnished
details, filed appeals or rectification application
for the relevant assessment years. For certain
assessment years, the Income Tax Department
is yet to complete the tax assessments.
Management has assessed that the search
operations and the assessment/reassessment for
various assessment years are not likely to have
any material adverse impact on the financial
position and performance of the Company.

Our conclusion is not modified in respect
of this matter.

KEY AUDIT MATTERS

5. Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the
current period. These matters were addressed
in the context of our audit of the financial
statements as a whole and in forming our opinion
thereon, and we do not provide a separate
opinion on these matters.

Key audit matter	How our audit addressed the key audit matter
Estimate of rebates and discounts	Our procedures included the following:
(Refer note 26 to the financial statements)	• Obtained an understanding from the management
The Company sells its products through various channels like modern retail, general trade (retailers), ecommerce, exports, and retail stores etc., with discounts based on	with regard to controls relating to recording of rebates and discounts, and evaluated the design and tested the operating effectiveness of such
the agreed schemes and recognises liabilities related to	controls.
rebates and discounts.	• Obtained an understanding of the schemes
As per the accounting policy of the Company, revenue	provided by the Company to its customers.
is measured at fair value of the consideration received	• For selected sample customers and transactions:
or receivable, after deduction of any trade discounts, volume rebates, loyalty benefits and any taxes etc. The management makes significant estimates in determining the rebates/ discounts linked to sales, which are offered to the customers. The matter has been determined to be a key audit matter in view of the involvement of significant estimates / judgement made by the management and the amount of such rebates and discounts for the year being significant.	- Verified the inputs used in the estimation of rebates and discounts to source data; - Assessed the underlying assumptions used for determination of rebates and discounts; - Assessed the completeness of liability recognised by evaluating the parameters and the underlying calculations; and - Tested credit notes issued to customers and payments made to them during the year and
	subsequent to the year end.

OTHER INFORMATION

6. The Company''s Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Annual report but does not include the financial
statements and our auditor''s report thereon.
The Annual report is expected to be made available
to us after the date of this auditor''s report.

Our opinion on the financial statements does
not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audit of the financial
statements, our responsibility is to read the other
information identified above when it becomes
available and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be
materially misstated.

When we read the Annual report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance and take appropriate
action as applicable under the relevant laws
and regulations.

RESPONSIBILITIES OF MANAGEMENT AND
THOSE CHARGED WITH GOVERNANCE FOR
THE FINANCIAL STATEMENTS

7. The Company''s Board of Directors is responsible
for the matters stated in Section 134(5) of the
Act with respect to the preparation of these
financial statements that give a true and fair view
of the financial position, financial performance,
changes in equity and cash flows of the Company
in accordance with the accounting principles
generally accepted in India, including the Indian
Accounting Standards specified under Section
133 of the Act. This responsibility also includes
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application
of appropriate accounting policies; making
judgments and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial
controls, that were operating effectively for
ensuring the accuracy and completeness of the
accounting records, relevant to the preparation
and presentation of the financial statements that
give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. I n preparing the financial statements, Board
of Directors is responsible for assessing the
Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless Board of Directors either intends
to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible
for overseeing the Company''s financial
reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT
OF THE FINANCIAL STATEMENTS

10. Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor''s report
that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee
that an audit conducted in accordance with SAs
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken
on the basis of these financial statements.

11. As part of an audit in accordance with SAs, we
exercise professional judgement and maintain
professional scepticism throughout the
audit. We also:

• Identify and assess the risks of material
misstatement of the financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company
has adequate internal financial controls with
reference to financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures made
by management.

• Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s
report to the related disclosures in the financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor''s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events
in a manner that achieves fair presentation.

12. We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit and
significant audit findings, including any significant
deficiencies in internal control that we identify
during our audit.

13. We also provide those charged with governance
with a statement that we have complied
with relevant ethical requirements regarding
independence, and to communicate with
them all relationships and other matters
that may reasonably be thought to bear on
our independence, and where applicable,
related safeguards.

14. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the financial statements of the current
period and are therefore the key audit matters.
We describe these matters in our auditor''s
report unless law or regulation precludes public
disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter
should not be communicated in our report
because the adverse consequences of doing so
would reasonably be expected to outweigh the
public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

15. As required by the Companies (Auditor''s
Report) Order, 2020 (“the Order”), issued by
the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give
in the “Annexure B” a statement on the matters
specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

16. As required by Section 143(3) of the Act,
we report that:

(a) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

(b) In our opinion, proper books of account as
required by law relating to preparation of
the aforesaid financial statements have been
kept by the Company so far as it appears
from our examination of those books, except
for the matters stated in paragraph 16(h)
(vi) below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules,
2014 (as amended). (“the Rules”). Further, in
the absence of sufficient appropriate audit
evidence, we are unable to verify whether
the backup of certain books of account
and other books and papers maintained in
electronic mode has been maintained on a
daily basis on servers physically located in
India during the year.

(c) The Balance Sheet, the Statement of Profit
and Loss (including other comprehensive
income), the Statement of Changes in Equity
and the Statement of Cash Flows dealt with
by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid financial
statements comply with the Indian
Accounting Standards specified under
Section 133 of the Act.

(e) On the basis of the written representations
received from the directors as on
March 31, 2025 and taken on record by the
Board of Directors, none of the directors is
disqualified as on March 31, 2025, from being
appointed as a director in terms of Section
164(2) of the Act.

(f) With respect to the maintenance of accounts
and other matters connected therewith,
reference is made to our remarks in
paragraph 16(b) above on reporting under
Section 143(3)(b) and paragraph 16(h)(vi)
below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules,
2014 (as amended).

(g) With respect to the adequacy of the
internal financial controls with reference to
financial statements of the Company and
the operating effectiveness of such controls,
refer to our separate Report in “Annexure A”.

(h) With respect to the other matters to be
included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014 (as amended), in our
opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact
of pending litigations on its financial
position in its financial statements - Refer
Note 43(a) to the financial statements;

ii. The Company was not required to
recognise a provision as at March 31,
2025, under the applicable law or Indian
Accounting Standards, as it does not
have any material foreseeable losses
on long-term contracts. The Company
did not have any derivative contracts
for which there were material
foreseeable losses.

iii. There were no amounts which were
required to be transferred to the
Investor Education and Protection Fund
by the Company during the year ended
March 31, 2025.

iv. (a) The management has represented

that, to the best of its knowledge
and belief, as disclosed in Note
51(vii) to the financial statements,
no funds have been advanced or
loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities (“Intermediaries”),

with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, whether
directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The management has represented
that, to the best of its knowledge and
belief, as disclosed in the Note 51(vii)
to the financial statements, no funds
have been received by the Company
from any person(s) or entity(ies),
including foreign entities (“Funding
Parties”), with the understanding,
whether recorded in writing or
otherwise, that the Company shall,
whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures
that we considered reasonable and
appropriate in the circumstances,
nothing has come to our notice
that has caused us to believe
that the representations under
sub-clause (a) and (b) contain any
material misstatement.

v. The final dividend paid by the Company during
the year, in respect of the same declared
for the previous year, is in accordance with
Section 123 of the Act to the extent it applies
to payment of dividend.

As stated in Note 55 to the financial
statements, the Board of Directors of the
Company have proposed final dividend for
the year which is subject to the approval

of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with Section 123 of the Act to the
extent it applies to declaration of dividend.

vi. Based on our examination, which included
test checks, the Company has used multiple
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
that has operated throughout the year for
all relevant transactions recorded in the
software, except that the audit trail is not
maintained in case of modification by certain
users with specific access during the period
April 1, 2024 to May 23, 2024 and the audit
trail is not maintained for direct database
changes. Further, the Company has used an
accounting software hosted by third party
service providers for maintaining its ancillary
books of account for certain processes and
in the absence of the independent service
auditors'' report for the financial year, we
are unable to comment whether the audit
trail feature of the aforesaid software at the
database level was enabled and operated
throughout the year. During the course
of performing our procedures, other than
the aforesaid instances of audit trail not
maintained where the question of our
commenting does not arise, we did not
notice any instance of audit trail feature
being tampered with. Further, the audit trail,
to the extent maintained in the prior year, has
been preserved by the Company as per the
statutory requirements for record retention.

17. The Company has paid/ provided for managerial
remuneration in accordance with the requisite
approvals mandated by the provisions of Section
197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016

Mohan Danivas S A

Partner

Date: May 21, 2025 Membership Number: 209136

Place: Bengaluru UDIN: 25209136BMRJRF5960

---

Mar 31, 2024

To the Members of Stove Kraft Limited

Report on the Audit of the Financial Statements

OPINION

1. We have audited the accompanying financial statements of Stove Kraft Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the “Auditor''s Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	How our audit addressed the key audit matter
Estimate of rebates and discounts (Refer note 26 to the financial statements)	Our procedures included the following:
	• Obtained an understanding from the management with regard
The Company sells its products through various	to controls relating to recording of rebates, discounts and
channels like modern retail, general trade (retailers),	provision for sales returns, and evaluated the design and tested
ecommerce, exports, and retail stores etc., with discounts based on the agreed schemes and	the operating effectiveness of such controls.
recognises liabilities related to rebates and discounts.	• Obtained an understanding of the schemes provided by the
	Company to its customers.
As per the accounting policy of the Company, Revenue is measured at fair value of the consideration received	• For selected sample customers and transactions:
or receivable, after deduction of any trade discounts,	- Verified the inputs used in the estimation of rebates and
volume rebates, loyalty benefits and any taxes etc. The management makes significant estimates in	discounts to source data;
determining the rebates/ discounts linked to sales,	- Assessed the underlying assumptions used for determination
which are offered to the customers.	of rebates, discounts and sales returns;
The matter has been determined to be a key audit	- Assessed the completeness of liability recognised by
matter in view of the involvement of significant	evaluating the parameters and the underlying calculations;
estimates and judgement made by the management	and
and the amount of such rebates and discounts for the	- Tested credit notes issued to customers and payments made
year being significant.	to them during the year and subsequent to the year end.
	Based on the above procedures performed, the assessment made by management in respect of estimation of rebates, discounts and sales returns was considered to be appropriate.

OTHER INFORMATION

5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report, Corporate Governance Report and Shareholder Information (“Other information”) but does not include the financial statements and our auditor''s report thereon.

6. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

7. In connection with our audit of the financial statements, our responsibility is to read the other information, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND

THOSE CHARGED WITH GOVERNANCE FOR

THE FINANCIAL STATEMENTS

8. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that

give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT

OF THE FINANCIAL STATEMENTS

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing

our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

15. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

16. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph 16(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being

appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 16(b) above on reporting under Section 143(3)(b) and paragraph 16(h)(vi) below on reporting under Rule 11(g) of the Rules.

(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 43(a) to the financial statements;

ii. The Company has long-term contracts including derivative contracts as at March 31, 2024 for which there were no material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024.

iv. (a) The management has represented

that, to the best of its knowledge and belief, as disclosed in Note 51 to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in

other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in Note 51 to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. The Company has used accounting software for maintaining its books of account. Based on our examination, which included test checks, one accounting software has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except for changes made through specific access and for direct database changes. Other than for the instances mentioned above, based on our procedures performed, we did not notice any instance of the audit trail feature being tampered with for such software. Further for another accounting

software, maintained by third party service provider and used for recording point of sales revenue (retail outlets), we are unable to comment whether the audit trail feature of the aforesaid software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered in the absence of service organisation''s auditor''s report covering audit trail.

17. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016

Mohan Danivas S A Partner

Date: May 24, 2024 Membership Number: 209136

Place: Bengaluru UDIN: 24209136BKFNEQ8910

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Mar 31, 2023

1. We have audited the accompanying financial statements of Stove Kraft Limited (“the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the “Auditor''s Responsibilities for the Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	How our audit addressed the key audit matter
Estimate of rebates and discounts	Our procedures included the following
(Refer note 26 to the financial statements)	• Obtained an understanding from the management with regard to
	controls relating to recording of rebates, discounts and provision
The Company sells its products through various channels like modern retail, general trade (retailers), ecommerce, exports, etc., with discounts based on the agreed schemes and recognises liabilities related to rebates and discounts.	for sales returns, and evaluated the design and tested the operating effectiveness of such controls. • Obtained an understanding of the schemes provided by the Company to its customers.
	• For selected sample schemes:
As per the accounting policy of the Company, the revenue is adjusted for rebates, discounts etc. as per the terms of the schemes and sales returns. The management makes significant estimates in determining the rebates/ discounts linked to sales, which are offered to the customers.	- Verified the inputs used in the estimation of rebates and discounts to source data; - Assessed the underlying assumptions used for determination of rebates, discounts and sales returns;
	- Assessed the completeness of liability recognised by evaluating
The matter has been determined to be a key audit	the parameters and the underlying calculations.
matter in view of the involvement of significant estimates and judgement made by the management	- Tested credit notes issued to customers and payments made to
and the amount of such discounts and rebates for	them during the year and subsequent to the year end.
the year being significant.	Based on the above procedures performed, the assessment made by management in respect of estimation of rebates, discounts and sales returns was considered to be appropriate.

OTHER INFORMATION

5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report, Corporate Governance Report and Shareholder Information (“Other information”) but does not include the financial statements and our auditor''s report thereon.

6. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

7. In connection with our audit of the financial statements, our responsibility is to read the other information, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND

THOSE CHARGED WITH GOVERNANCE FOR

THE FINANCIAL STATEMENTS

8. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE

AUDIT OF THE FINANCIAL STATEMENTS

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so

would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

15. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order"), issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in the “Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

16. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A".

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as

amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 43(a) to the financial statements;

ii. The Company has long-term contracts including derivative contracts as at March 31, 2023 for which there were no material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2023.

iv. (a) The management has represented

that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 52 to the financial statements);

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether

recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 52 to the financial statements); and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for books of account to have the feature of audit trail, edit log and related matters in the accounting software used by the Company, is applicable to the Company only with effect from financial year beginning April 1, 2023, the reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.

7. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016

Mohan Danivas S A Partner

Date: May 29, 2023 Membership Number: 209136

Place: Bengaluru UDIN: 23209136BGXTWX7935