Stove Kraft Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting the
26th Annual Report of the Company and the
Audited Financial Statements for the financial year
ended 31 March 2025.

CIRCULATION OF ANNUAL REPORTS IN
ELECTRONIC FORM

Pursuant to general circulars dated 08 December, 2021,
05 May, 2022, 28 December, 2022, 25 September, 2023,
19 September, 2024 issued by Ministry of Corporate
Affairs'' (''MCA'') read with SEBI Circular dated 07
October, 2023 and 03 October, 2024 relaxation has
been granted to the companies in respect of sending
physical copies of annual report to shareholders, for
general meetings held through electronic mode till
30 September, 2025.

Accordingly, the financial statements (including
Boards'' Report, Corporate Governance Report,
Management Discussion and Analysis, Business
Responsibility and Sustainability Report, Auditors''
Report and other documents) are being sent only
through electronic mode to those shareholders whose
email addresses are registered with the Depository
Participants and whose names appear in the register
of members as on 29 August, 2025.The Annual
Report for FY25 is also available on the website of the
Company at https://www.stovekraft.com/investors/

Compliance with SEBI LODR Regulations

The Company has complied with all the applicable
provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [''SEBI LODR
Regulations'' or ''Listing Regulations''].

FINANCIAL HIGHLIGHTS

Particulars	For the year ended 31 March, 2025	For the year ended 31 March, 2024
Revenue from operations	14,498.17	13,643.30
Other income and Other gains/ (losses)	3.91	0.56
Total Income	14,502.08	13,643.86
Less: Total expenses	12,991.46	12,455.19
Profit before interest and Depreciation	1,510.62	1,188.67
Finance cost	310.39	240.32
Depreciation & Amortization expenses	712.35	492.84
Profit before tax	487.88	455.51
Net Tax expense	102.83	114.16
Profit for the year	385.05	341.35
Total other comprehensive income for the year	-2.17	1.00
Total comprehensive income for the year	382.88	342.35

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis of the financials and business
performance of the Company during the year
under review is detailed in Management Discussion
and Analysis which is provided separately in
the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

The Company does not have any Subsidiaries,
Associates or Joint Ventures etc. The Company''s Policy
for determining Material Subsidiary, as formulated

by the Board of Directors, in conformity with
Regulation 16 and 24 of the SEBI Listing Regulations,
is placed on website of the Company and can be
accessed at the web-link https://stovekraft.com/
wp-content/uploads/2025/03/Material Subsidiary
Policy-with-amendments-.pdf

DIVIDEND

The Board has recommended dividend of H 3 per
share (30%) for FY25, subject to the approval of
the shareholders at the ensuing AGM. In accordance
with the provisions of the Income Tax Act, 1961 the

aforesaid dividend will be taxable in the hands of
shareholders but liable for Tax Deduction at Source
(TDS) by the Company at the applicable rates.

Dividend Distribution Policy: The Dividend Distribution
Policy formulated by the Board is posted on the
Company''s website. The web-link to access the said
policy is as follows:

https://stovekraft.com/wp-content/

uploads/2022/03/Dividend-Distribution-policy-2.pdf

ENVIRONMENTAL SUSTAINABILITY

Water is an essential resource, and the Company
manages both Sewage Treatment Plants and
Effluent Treatment Plants. The treated water
is used for gardening and planting activities.
Furthermore, rainwater harvesting recharge pits
have been set up across various plant areas to help
replenish groundwater levels, with roof water directed
to these pits. Over three acres of land within the plant
continues to be a green belt.

OCCUPATIONAL HEALTH & SAFETY

The Company places a strong emphasis on
Occupational Health and Safety (OH&S). Each day
begins with safety meetings led by Plant Heads,
where key safety topics are discussed with the

workers. Employees receive safety induction training,
refresher courses, and role-specific training from both
the Plant Heads and the Safety Head. Additionally,
the Safety Head provides monthly safety updates
to workers to reinforce their importance. Fire safety
lectures and drills are conducted in batches for the
workers. The Company''s plants are ISO 9001:2015
certified for Quality Management Systems. Further, it
may be noted that there was a fatal accident that took
place at Harohalli factory in which a worker died.
Steps have been taken to mitigate such incidents
in future including appropriate classroom training
to ensure safety.

TRANSFER TO RESERVES

For FY2024-25 no amount is proposed to be
transferred to reserves.

SHARE CAPITAL

As on 31 March, 2025, the Authorized Share Capital
of the Company was H 400,000,050/- divided into
40,000,005 Equity Shares of H 10/- each and the
Issued, Subscribed and Paid-up Share Capital of the
Company was H 330,758,260/-.

Change in Authorized, Issued, Subscribed and Paid-up
Share Capital of the Company during FY2024-25
was as follows:

Sl. Particulars No	31 March, 2025		31 March, 2024
	Total No. of Equity shares	Total Equity capital (H)	Total No. of Equity shares	Total Equity capital (H)
1. Authorized Capital	40,000,005	400,000,050	40,000,005	400,000,050
2. Issued, subscribed and fully paid up Capital	33,075,826	330,758,260	33,051,759	330,517,590

Please note that increase in issued, subscribed and paid
up Capital of the Company during FY2024-25 was due
to allotment of shares pursuant to exercise of ESOPs.

EMPLOYEE STOCK OPTION PLAN

Pursuant to the resolution passed by the Board of
Directors on 10 July, 2018 and resolutions passed
by shareholders on 10 September, 2018 and on 29
September, 2018 respectively the Company has
adopted Stove Kraft Employee Stock Option Plan
2018 (“ESOP Plan”). Pursuant to the ESOP Plan,
options to purchase Equity Shares may be granted
to eligible employees (as defined in the ESOP Plan)
with a view to attracting and retaining the best
talent, encouraging employees to align individual
performances with Company''s objectives, and for
promoting increased participation in the growth of

the Company. Pursuant to the said resolutions, ESOP
pool of 813,000 options was approved and created
under the ESOP Plan.

The disclosure as stipulated under the SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations 2021 as on 31 March, 2025 is attached
as Annexure - 1 to the Board''s Report. The details of
the Plan form part of the notes to accounts of the
Financial Statements in this Annual Report. BMP &
Co. LLP, Secretarial Auditors have issued a certificate
certifying that the scheme has been implemented
in accordance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations,2021 and the
Resolutions passed by the Shareholders. The said
certificate will be available for inspection during AGM.

AUDIT COMMITTEE

The details pertaining to composition and terms of
reference of the Audit Committee are included in
the Corporate Governance Report, which forms part
of this annual report. The Board has accepted all the
recommendations of the Audit Committee made
during the year.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered
during FY2024-25 were on an arm''s length basis
and in the ordinary course of business and were in
compliance with the applicable provisions of the Act
and the Listing Regulations. There were no materially
significant Related Party Transactions during the year
that required shareholders'' approval.

None of the transactions with related parties fall under
the scope of Section 188(1) of the Act. Accordingly, the
disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for FY2024-25.

DEPOSITS

Your Company has not accepted any deposit and
as such no amount of principal and interest was
outstanding as at the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013 form part of the notes to the
Financial Statements.

DIRECTORS
Retirement by rotation

Pursuant to the provisions of section 152 of the
Companies Act, 2013, Mrs. Sunita Rajendra Gandhi
retires by rotation at the ensuing AGM and being
eligible, offers herself for reappointment. The Board
recommends her reappointment.

Independent Directors

Mrs. Shuba Rao Mayya, Mr. Natrajan Ramkrishna,
Mr. Anup Sanmukh Shah and Mr. Avinash Gupta
continues to be Independent Directors of the Company.
Pursuant to the provisions of Section 149 of the Act,
the aforesaid Independent Directors have submitted
declarations that they continue to meet the criteria
of independence as provided in Section 149(6) of
the Act along with Rules framed thereunder and

Regulation 16(1)(b) of SEBI Listing Regulations.
During the year, there has been no change in the
circumstances affecting the status of Independent
Directors of the Company.

The Board of Directors, based on the declarations
received from the Independent Directors after duly
verifying the veracity of such declarations, hereby
confirms that the Independent Directors fulfil the
conditions of independence specified in the SEBI
Listing Regulations, and are independent of the
management of the Company.

Please also note that as per Schedule IV of the
Companies Act, 2013 the Independent Directors had
a separate meeting on 03 February, 2025.

KEY MANAGERIAL PERSONNEL (KMP)

As on 31 March, 2025, Mr. Rajendra Gandhi, Managing
Director; Mrs. Neha Gandhi, Executive Director;
Mr. Ramakrishna Pendyala, Chief Financial Officer and
Mr. Shrinivas P Harapanahalli, Company Secretary
& Compliance Officer were the Key Managerial
Personnel of the Company.

BOARD EVALUATION

The Board carried out annual evaluation of its own
performance, performance of its committees, the
Chairperson and the Directors individually. A detailed
note on the manner of evaluation forms a part of the
Corporate Governance Report.

POLICY FOR APPOINTMENT AND
REMUNERATION OF DIRECTORS

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Rules made thereunder
and Regulation 19 of SEBI (LODR) Regulations,
the Board on recommendation of Nomination and
Remuneration Committee has formulated Nomination
and Remuneration Policy. The Policy inter alia lays
down the criteria for determining qualifications,
attributes and independence of potential candidates
for appointment as directors and determining their
remuneration. The brief details of the Policy has been
provided in Corporate Governance Report. The said
Policy has been posted on website of the Company
and the web link to access the said policy is https://
stovekraft.com/wp-content/uploads/2025/03/
NRC-Policy-with-amendments.pdf. The Company
also has in place Board Diversity Policy. The Policy
enables the Board to ensure appropriate balance of
skills, experience and diversity in its composition.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the
Board''s Report pursuant to Section 197 of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is attached to this report as Annexure - 2.
In accordance with the provisions of Section 136 of the
Act, the Board''s Report and the financial statements
for the financial year ended 31 March, 2025 are being
sent to the members and others entitled thereto,
excluding the details to be furnished under Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 which are available
for inspection by the members at the Registered
Office of the Company during business hours on all
working days up to the date of the ensuing Annual
General Meeting. If any member desires to have a copy
of the same, he may write to the Company Secretary
in this regard.

BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various
Committees of the Board including composition are
set out in the Corporate Governance Report which
forms part of this annual report.

STATUTORY AUDITORS

Members of the Company at the 22nd Annual
General Meeting held on 31 August, 2021, appointed
Price Waterhouse Chartered Accountants LLP (Firm
Registration Number 012754N/N500016) as Statutory
Auditors of the Company to hold office for a term of 5
consecutive years from the conclusion of 22nd Annual
General Meeting until the conclusion of 27th Annual
General Meeting.

The Statutory Auditors'' Report for FY2024-25
does not contain any qualification, reservation or
adverse remark.

SECRETARIAL AUDIT

The Board of Directors had appointed BMP & Co
LLP, Bengaluru, Practicing Company Secretaries,
to conduct Secretarial Audit of the Company for
financial year ended 31 March, 2025. The Secretarial
Audit Report for financial year ended 31 March, 2025
is attached to this report as Annexure - 3. The said
report does not contain any qualification, reservation
or adverse remark.

Appointment of Secretarial Auditor

Regulation 24A of Listing Regulations which
deals with Secretarial Auditor was amended on 12
December, 2024. The amended Regulation provides
that with effect from 01 April, 2025, the appointment
of secretarial auditor shall be approved by the
shareholders at the Annual General Meeting. In case
an individual is appointed then it shall be for a term
of five consecutive years. In case of appointment of
secretarial audit firm it can be done for a two terms
of five consecutive years each. It further provides
such secretarial auditor should be Peer Reviewed
Company Secretary.

The Board at its meeting held on 21 May, 2025
has recommended the appointment of BMP
& Co. LLP, holding Peer Review Certificate as
Secretarial Auditors for a period of five years.
The Board recommends the said resolution for
approval of the members.

SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the Listing Regulations,
BMP & Co. LLP, Practicing Company Secretaries,
have issued Annual Secretarial Compliance Report
for FY2024-25. The said Report has been placed on
website of the Company and the web link to access
the same is https://stovekraft.com/wp-content/
uploads/2025/05/ASCR-31032025-SIGNED.pdf

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory
auditors nor the secretarial auditors have reported to
the audit committee, any instances of fraud committed
against the Company by its officers or employees.

COST AUDIT

Your Company is maintaining Cost Records as specified
by the Central Government under Section 148(1) of the
Companies Act, 2013 and the Rules framed thereunder.
The Cost Audit for FY2023-24 was conducted by
M/s. GS & Associates, Cost Accountants and the Cost
Audit Report for FY2023-24 was duly filed with the
Ministry of Corporate Affairs, Government of India.
The Audit of the cost accounts of the Company for
FY2024-25 is also being conducted by the said firm
and the Report will be filed within the stipulated time.

Further the Board of Directors on the recommendation
of the Audit Committee, has reappointed M/s. GS &
Associates, Cost Accountants to audit the cost records
of the Company for FY2025-26 at a remuneration of

H 1,25,000/- plus applicable taxes and out of pocket
expenses. As required under the Companies Act,
2013, the remuneration payable to the cost auditor is
required to be placed before the Members in a general
meeting for ratification. Accordingly, a Resolution
seeking Member''s approval for the remuneration
payable to M/s. GS & Associates, Cost Auditors is
included in the Notice of the Annual General Meeting.
The Board recommends the said resolution for
approval of the members.

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

Your Company continues to be compliant with the
provisions relating to the constitution of Internal
Committee and other provisions under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the
year under review, no complaint was received under
the said Act and no complaint was pending at the
beginning and end of FY2024-25.

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has in place a Vigil Mechanism /
Whistle Blower Policy to provide a platform to
the Directors and Employees of the Company to
raise genuine concerns regarding any irregularity,
misconduct or unethical matters / dealings within the
Company. It also provides protection to employees
or Directors against victimization who report genuine
concerns. The Policy is placed on website of the
Company and can be accessed at the link https://
stovekraft.com/wp-content/uploads/2023/08/
Whistle-Blower-Policy-2023.pdf

RISK MANAGEMENT

Risk Management is an integral part of the Company''s
strategy and planning process. Like any other
industry, the Company faces several business risks.
The Company''s business is exposed to internal and
external risks which are identified and revisited every
year. For proper risk management, the Company
has the Risk Management Policy and a well-defined
Risk framework. The Company has in place a Risk
Management Committee to look into risk assessment
and minimization. More details on risk management is
furnished in Management Discussion & Analysis which
forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Corporate Social Responsibility
Policy has been hosted on the Website of Company.
The Annual Report on CSR activities together with
brief outline of CSR Policy of the Company is annexed
herewith as ''Annexure - 4''.

INTERNAL FINANCIAL CONTROLS

The Company has in place relevant internal controls,
policies, and procedures to ensure orderly and
efficient conduct of its business. Standard Operating
Procedures (SOPs) and Risk Control Matrix (RCM)
have been designed for critical processes across all
operations. The internal financial controls are tested
for operating effectiveness through management''s
ongoing monitoring and review processes. In our view
the internal financial controls are adequate and are
operating effectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance
with the Indian Accounting Standard (Ind AS)
notified under the Companies (Indian Accounting
Standard) Rules, 2015 as amended from time to time,
the provisions of the Companies Act (to the extent
notified) and guidelines issued by the Securities and
Exchange Board of India.

Pursuant to Section 134 of the Companies Act 2013,
the Directors state that:

a) in the preparation of the annual accounts for
the financial year ended 31 March, 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b) they 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 your Company as at 31 March, 2025
and of the profits of the Company for the period
ended on that date;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for
safeguarding the assets of your Company and

for preventing and detecting fraud and other
irregularities;

d) the annual accounts have been prepared on a
going concern basis;

e) proper internal financial controls laid down by the
Directors were followed by the Company and that
such internal financial controls were adequate
and operating effectively; and

f) proper systems to ensure compliance with the
provisions of all applicable laws were in place
and that such systems were adequate and
operating effectively.

OTHER INFORMATION
Management Discussion & Analysis

Management Discussion & Analysis for the year under
review, as stipulated under Regulation 34(2)(e) of SEBI
(LODR) Regulations, forms part of the Annual Report.

Business Responsibility and Sustainability
Report (BRSR)

Business Responsibility and Sustainability Report
for FY2024-25 is attached and forms part of
the Annual Report.

Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) read with Rule 8
of the Companies (Accounts) Rules, 2014 is attached
to this report as Annexure - 5.

Corporate Governance Report

Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements set out by
Securities and Exchange Board of India. The report
on Corporate Governance as stipulated under the
SEBI (LODR) Regulations forms part of this Annual
Report. The certificate from BMP & Co LLP., Practicing
Company Secretaries confirming compliance with the
conditions of corporate governance is attached to the
Corporate Governance Report.

A certificate furnished by Mr. Rajendra Gandhi,
Managing Director and Mr. Ramakrishna Pendyala,
Chief Financial Officer in respect of the financial

statements and the cash flow statement for the
financial year ended 31 March, 2025 is annexed as
''Annexure-6'' to this Report.

Disclosure under Schedule V(F) of the
SEBI(LODR) Regulations,2015

Your Company does not have shares in the demat
suspense account or unclaimed suspense account.

Listing

The Equity Shares of the Company are listed on the
National Stock Exchange of India Limited and BSE
Limited. Annual listing fee for the Financial Year
2025-26 has been paid to the National Stock Exchange
of India Limited and BSE Limited.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, draft of the Annual
Return of the Company for FY2024-25 prepared in
accordance with Section 92(1) of the Act has been
placed on the website and is available at https://
stovekraft.com/investors/.

Material changes and commitments affecting
financial position from the end of financial
year till the date of this report

There have been no material changes and
commitments which affect the financial position of
the Company that have occurred from the end of the
financial year to which the financial statements relate
till the date of this report.

Cautionary Statement

Statements in the Board''s Report and the Management
Discussion & Analysis describing the Company''s
objectives, expectations or forecasts may be forward
looking within the meaning of applicable laws and
regulations. Actual results may differ from those
expressed in the statements.

The Company has not made any application nor any
proceedings is pending under the Insolvency and
Bankruptcy Code, 2016 during the year.

Others

1. The Company complies with all applicable
mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India;

2. The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the
benefits of employees;

General

Your Directors confirm that no disclosure or reporting
is required in respect of the following items as
there was no transaction on these items during the
year under review:

a) Issue of equity shares with differential voting
rights as to dividend, voting or otherwise.

b) No significant or material orders were passed
by the Regulators or Courts or Tribunals which

impact the going concern status and Company''s
operations in future.

Acknowledgement

The Directors express appreciation to all stakeholders
namely customers, bankers, suppliers, distributors,
dealers, and contractors for their unwavering support,
collaboration, and trust. Special thanks to our
dedicated employees for their consistent hard work
and valuable contributions towards the Company.
We also acknowledge the confidence and trust
placed in us by our shareholders. Furthermore, we
express gratitude to the Central Government and
the Government of Karnataka for their support
and cooperation.

For and on behalf of the Board
Rajendra Gandhi Neha Gandhi

Place: Bengaluru Managing Director Executive Director

Date: 21 May, 2025 DIN: 01646143 DIN: 07623685

---

Mar 31, 2024

Your Directors have pleasure in presenting the 25th Annual Report of the Company and the Audited Financial Statements for the financial year ended 31 March 2024.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

Pursuant to general circulars dated December 08, 2021, May 05, 2022, December 28, 2022, September 25, 2023 issued by Ministry of Corporate Affairs'' (''MCA'') read with SEBI Circular dated October 7, 2023 relaxation has been granted to the companies in respect of sending physical copies of annual report to shareholders, for general meetings held through electronic mode till 30 September 2024.

Accordingly, the financial statements (including Boards'' Report, Corporate Governance Report, Management Discussion and Analysis, Business Responsibility and Sustainability Report, Auditors'' Report and other documents) are being sent only through electronic mode to those shareholders whose email addresses are registered with the Depository Participants / Company''s Registrar and Share Transfer Agent viz., KFin Technologies Limited (''KFin''), and whose names appear in the register of members as on 23 August 2024.The Annual Report for FY2024 is also available on the website of the Company at https:// www.stovekraft.com/investors/

Compliance with SEBI LODR Regulations

The Company has complied with all the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FINANCIAL HIGHLIGHTS

('' in Million)
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue from operations	13,643.30	12,838.47
Other income and Other gains/ (losses)	0.56	(35.05)
Total Income	13,643.86	12,803.42
Less: Total expenses	12,455.19	11,848.45
Profit before interest and Depreciation	1,188.67	954.97
Finance cost	240.32	165.32
Depreciation & Amortization expenses	492.84	316.85
Profit before tax	455.51	472.80
Net Tax expense	114.16	115.10
Profit for the year	341.35	357.70
Total other comprehensive income for the year	1.00	6.86
Total comprehensive income for the year	342.35	364.56

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis of the financials and business performance of the Company during the year under review is detailed in Management Discussion and Analysis which is provided separately in the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiaries, Associates or Joint Ventures etc. The Company''s Policy

for determining Material Subsidiary, as formulated by the Board of Directors, in conformity with Regulation 16 and 24 of the SEBI Listing Regulations, is placed on website of the Company and can be accessed at the web-link https://stovekraft.com/ wp-content/uploads/2023/05/Material_Subsidiary_ Policyfinal-tol-upload.pdf

DIVIDENDS

The Board has recommended dividend of '' 2.50 per share (25%) for FY24, subject to the approval of

the shareholders in the ensuing AGM. The proposed dividend for FY24 will absorb ''82.63 million. In accordance with the provisions of the Income Tax Act, 1961 the aforesaid dividend will be taxable in the hands of shareholders but liable for Tax Deduction at Source (TDS) by the Company at the applicable rates.

Dividend Distribution Policy: The Dividend Distribution Policy formulated by the Board is posted on the Company''s website. The web-link to access the said policy is as follows:

https://stovekraft.com/wp-content/

uploads/2022/03/Dividend-Distribution-policy-2.pdf

ENVIRONMENTAL SUSTAINABILITY

Water is a crucial resource, and the Company operates both Sewage Treatment Plants and Effluent Treatment Plants. The treated water is utilized for gardening and plantation purposes. Additionally, rainwater harvesting recharge pits have been installed in different areas of the plants to replenish groundwater levels. Rainwater harvesting involves directing roof water to these recharge pits. More than three acres of land within the plant has been transformed into a green belt.

OCCUPATIONAL HEALTH & SAFETY

The Company prioritizes Occupational Health and Safety (OH&S) with great emphasis. Plant Heads kickstart each day with safety meetings, discussing crucial safety aspects with workers. Workers undergo safety induction training, refresher courses, and job-specific training provided by both Plant Heads and the Safety Head. Additionally, the Safety Head refreshes workers monthly on safety aspects to reinforce their significance. Fire safety lectures and drills are conducted for workers in batches. Further the Company''s plants are certified for ISO 9001:2015 -Quality Management Systems.

TRANSFER TO RESERVES

For FY2023-24 no amount is proposed to be transferred to reserves.

SHARE CAPITAL

As on 31 March 2024, the Authorized Share Capital of the Company is '' 400,000,050/- divided into 40,000,005 Equity Shares of '' 10/- each and the Issued, Subscribed and Paid-up Share Capital of the Company is '' 33,05,17,590/-.

Change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company during FY2023-24 were as follows:

Sl. Particulars No	March 31, 2024		March 31, 2023
	Total No. of Equity shares	Total Equity capital ('')	Total No. of Total Equity Equity shares capital ('')
1 Authorized Capital	40,000,005	400,000,050	40,000,005 400,000,050
2 Issued, subscribed and fully paid up Capital	33,051,759	330,517,590	33,026,895 330,268,950

Please note that increase in issued, subscribed and paid up Capital of the Company during FY2023-24 was due to allotment of shares pursuant to exercise of ESOPs.

EMPLOYEES’ STOCK OPTION PLAN

Pursuant to the resolution passed by the Board of Directors on 10 July 2018 and resolutions passed by shareholders on 10 September 2018 and on 29 September 2018 respectively the Company has adopted Stove Kraft Employee Stock Option Plan 2018 (“ESOP Plan”). Pursuant to the ESOP Plan, options to purchase Equity Shares may be granted to eligible employees (as defined in the ESOP Plan) with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company''s objectives, and for promoting increased participation in the growth of

the Company. Pursuant to the said resolutions, ESOP pool of 813,000 options was approved and created under the ESOP Plan.

As on 31 March 2024, 5,85,843 options were exercised at ''150 per share under the ESOP Plan. The disclosure as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 as on 31 March 2024 is attached as Annexure - 1 to the Board''s Report. The details of the Plan form part of the notes to accounts of the Financial Statements in this Annual Report. BMP & Co. LLP, Secretarial Auditors have issued a certificate certifying that the scheme has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,2021 and the Resolutions passed by the Shareholders. The said certificate will be available for inspection during AGM.

AUDIT COMMITTEE

The details pertaining to Composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this annual report. The Board has accepted all the recommendations of the Audit Committee made during the year.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during FY2023-24 were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions during the year that required shareholders'' approval.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24.

DEPOSITS

Your Company has not accepted any deposit and as such no amount of principal and interest was outstanding as at the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

DIRECTORS Retirement by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Neha Gandhi retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The Board recommends her reappointment.

Reappointment of Managing Director

At the Annual General Meeting held on 24 September 2020, Mr. Rajendra Gandhi, (holding DIN 01646143) was reappointed as the Managing Director of the Company for a period of five years from 17 March 2020 till 16 March 2025.

Proviso to Section 196(2) of the Companies Act, 2013 provides that the reappointment of Managing Director may be done one year before the expiry of

his term. In view of the above provisions the Board, on recommendation of Nomination and Remuneration Committee, at its meeting held on 10 August 2024 has approved the reappointment and remuneration of Mr. Rajendra Gandhi, as Managing Director for a period of five years from 17 March 2025 to 16 March 2030, subject to the approval of shareholders at the ensuing Annual General Meeting. The Board recommends the reappointment of Mr. Rajendra Gandhi as Managing Director.

Independent Directors

Mrs. Shuba Rao Mayya, Mr. Natrajan Ramkrishna, Mr. Anup S Shah and Mr. Avinash Gupta continues to be Independent Directors of the Company. Pursuant to the provisions of Section 149 of the Act, the aforesaid Independent Directors have submitted declarations that they continue to meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). During the year, there has been no change in the circumstances affecting the status of Independent Directors of the Company.

The Board of Directors, based on the declarations received from the Independent Directors after duly verifying the veracity of such declarations, hereby confirms that the Independent Directors fulfil the conditions of independence specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management of the Company.

Please also note that as per Schedule IV of the Companies Act, 2013 the Independent Directors had a separate meeting on 18 March 2024.

KEY MANAGERIAL PERSONNEL (KMP)

As on 31 March 2024, Mr. Rajendra Gandhi, Managing Director; Mrs. Neha Gandhi, Executive Director; Mr. Ramakrishna Pendyala, Chief Financial Officer and Mr. Shrinivas P Harapanahalli, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company.

Changes in KMPs: Mr. Balaji A S, resigned and relieved on 13 July 2023 from the position of Chief Financial Officer. The Board has appointed Mr. Ramakrishna Pendyala as Chief Financial officer of the Company with effect from 29 July 2023.

BOARD EVALUATION

The Board carried out annual evaluation of its own performance, performance of its committees, the Chairperson and the Directors individually. A detailed note on the manner of evaluation forms a part of the Corporate Governance Report.

POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Board on recommendation of Nomination and Remuneration Committee has formulated Nomination and Remuneration Policy. The Policy inter alia lays down the criteria for determining qualifications, attributes and independence of potential candidates for appointment as directors and determining their remuneration. The brief details of the Policy has been provided in Corporate Governance Report. The said Policy has been posted on website of the Company and the web link to access the said policy is as follows https:// stovekraft.com/wp-content/uploads/2024/07/ NRC-Policy-amended-29072023.pdf

The Company also has in place Board Diversity Policy. The Policy enables the Board to ensure appropriate balance of skills, experience and diversity in its composition.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure - 2. In accordance with the provisions of Section 136 of the Act, the Board''s Report and the financial statements for the financial year ended 31 March 2024 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this annual report.

STATUTORY AUDITORS

Members of the Company at the 22nd AGM held on 31 August 2021, appointed Price Waterhouse Chartered Accountants LLP (Firm Registration Number 012754N/ N500016) as Statutory Auditors of the Company to hold office for a term of 5 consecutive years from the conclusion of 22nd Annual General Meeting until the conclusion of 27th Annual General Meeting.

The Statutory Auditors'' Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board of Directors had appointed BMP & Co LLP, Bengaluru, Practicing Company Secretaries, to conduct Secretarial Audit of your Company for financial year ended 31 March 2024. The Secretarial Audit Report for financial year ended 31 March 2024 is attached to this report as Annexure - 3. The said report does not contain any qualification, reservation or adverse remark.

SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the Listing Regulations, BMP & Co. LLP, Practicing Company Secretaries, have issued Annual Secretarial Compliance Report for FY2023-24. The said Report has been placed on website of the Company and the web link to access the same is https://stovekraft.com/wp-content/ uploads/2024/06/24AASCR31032024.pdf

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the audit committee, any instances of fraud committed against the Company by its officers or employees.

COST AUDIT

Your Company is maintaining Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and the Rules framed thereunder. The Cost Audit for FY2022-23 was conducted by M/s. GS & Associates, Cost Accountants and the Cost

Audit Report for FY2022-23 was duly filed with the Ministry of Corporate Affairs, Government of India. The Audit of the cost accounts of the Company for FY2023-24 is also being conducted by the said firm and the Report will be filed within the stipulated time.

Further the Board of Directors on the recommendation of the Audit Committee, has reappointed M/s. GS & Associates, Cost Accountants to audit the cost records of the Company for FY 2024-25 at a remuneration of '' 1,25,000/- plus applicable taxes and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for ratification. Accordingly, a Resolution seeking Member''s approval for the remuneration payable to M/s. GS & Associates, Cost Auditors is included in the Notice of the Annual General Meeting. The Board recommends the aforesaid resolution for approval of the members.

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

Your Company continues to be compliant with the provisions relating to the constitution of Internal Committee and other provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the said Act and no complaint was pending at the beginning and end of FY2023-24.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise genuine concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. It also provides protection to employees or Directors against victimization who report genuine concerns. The Policy is placed on website of the Company and can be accessed at the link https://stovekraft. com/wp-content/uploads/2023/08/Whistle-Blower-Policy-2023.pdf.

RISK MANAGEMENT

Risk Management is an integral part of the Company''s strategy and planning process. Like any other industry, the Company faces several business risks. The Company''s business is exposed to internal and external risks which are identified and revisited every year. For proper risk management, the Company

has the Risk Management Policy and a well-defined Risk framework. The Company has in place a Risk Management Committee to look into risk assessment and minimization. More details on risk management is furnished in Management Discussion & Analysis which forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Policy has been hosted on the Website of Company. The Annual Report on CSR activities together with brief outline of CSR Policy of the Company is annexed herewith as Annexure - 4''.

INTERNAL FINANCIAL CONTROLS

The Company has in place relevant internal controls, policies, and procedures to ensure orderly and efficient conduct of its business. Standard Operating Procedures (SOPs) and Risk Control Matrix (RCM) have been designed for critical processes across all operations. The internal financial controls are tested for operating effectiveness through management''s ongoing monitoring and review processes. In our view the internal financial controls are adequate and are operating effectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with the Indian Accounting Standard (Ind AS) notified under the Companies (Indian Accounting Standard) Rules, 2015 as amended from time to time, the provisions of the Companies Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

Pursuant to Section 134 of the Companies Act 2013, the Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 your Company as at 31 March 2024 and of the profits of the Company for the period ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

OTHER INFORMATION Management Discussion & Analysis

Management Discussion & Analysis for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the Annual Report.

Business Responsibility and Sustainability Report (BRSR)

Business Responsibility and Sustainability Report for FY2023-24 is attached and forms part of the Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - 5.

Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations forms part of this Annual Report. The certificate from BMP & Co LLP Practicing Company Secretaries confirming compliance with the conditions of corporate governance is attached to the Corporate Governance Report.

A certificate furnished by Mr. Rajendra Gandhi, Managing Director and Mr. Ramakrishna Pendyala, Chief Financial Officer in respect of the financial statements and the cash flow statement for the financial year ended 31 March 2024 is annexed as Annexure-6'' to this Report.

Disclosure under Schedule V(F) of the SEBI(LODR) Regulations,2015

Your Company does not have shares in the demat suspense account or unclaimed suspense account.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Annual listing fee for the Financial Year 2024-25 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, draft of the Annual Return of the Company for financial year 2023-24 prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at https://stovekraft.com/investors/.

Material changes and commitments affecting financial position from the end of financial year till the date of this report

There have been no material changes and commitments which affect the financial position of the Company that have occurred from the end of the financial year to which the financial statements relate till the date of this report.

Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

The Company has not made any application nor any proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

Others

1. The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

General

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

a) Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Acknowledgement

Your Directors express gratitude to all stakeholders, including customers, bankers, suppliers, distributors, dealers, and contractors, for their ongoing assistance, cooperation, and support. They also extend sincere appreciation to all employees for their dedication and ongoing contributions to the Company. The Directors are thankful for the confidence, faith, and trust shown by shareholders in the Company. Additionally, appreciation is extended to the Central Government and the Government of Karnataka for their continual support and cooperation.

---

Mar 31, 2023

Your Directors have pleasure in presenting the 24^th Annual Report of the Company and the Audited Statements for the financial year ended 31 March 2023.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

Pursuant to Ministry of Corporate Affairs'' (''MCA'') circulars dated December 08, 2021, May 05, 2022, December 28, 2022 read with SEBI Circular dated January 5, 2023 relaxation has been granted to the companies in respect of sending physical copies of annual report to shareholders, for general meetings held through electronic mode till 30 September 2023.

Accordingly, the financial statements (including Boards'' Report, Corporate Governance Report, Management Discussion and Analysis, Business Responsibility and Sustainability Report, Auditors'' Report and other documents) are being sent only through electronic mode to those shareholders whose email addresses are registered with the Depository Participants / Company''s Registrar and Share Transfer Agent viz., KFin Technologies Limited (''KFin''), and whose names appear in the register of members as on 19 August 2023. The Annual Report for FY2023 is also available on the website of the Company at https://www.stovekraft.com/investors/

FINANCIAL HIGHLIGHTS

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Revenue from operations	12,838.47	11,363.59
Other income and Other gains/ (losses)	(35.05)	(15.66)
Total Income	12,803.42	11,347.93
Less: Total expenses	11,848.45	10,415.20
Profit before interest and Depreciation	954.97	932.73
Finance cost	165.32	110.11
Depreciation & Amortisation expenses	316.85	197.22
Profit before tax	472.80	625.40
Net Tax expense	115.10	63.25
Profit for the year	357.70	562.15
Total other comprehensive income for the year	6.86	(1.66)
Total comprehensive income for the year	364.56	560.49

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis of the financials and business performance of the Company during the year under review is detailed in Management Discussion and Analysis which is provided separately in the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiaries, Associates or Joint Ventures etc. The Company''s policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with Regulation 16 and 24 of the SEBI Listing Regulations, can be accessed on the Company''s website at https:// stovekraft.com/wp-content/uploads/2023/05/ Material_Subsidiary_Policyfinal-tol-upload.pdf

DIVIDENDS

No dividend recommended by the Board of Directors for the year.

Dividend Distribution Policy: Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, requires top 1000 listed companies based on market capitalization to formulate a Dividend Distribution Policy. In compliance with the said requirement, the Dividend Distribution Policy formulated by the Board is posted on the Company''s website. The web-link to access the said policy is as follows:

https://stovekraft.com/wp-content/

uploads/2022/03/Dividend-Distribution-policy-2.

pdf

ENVIRONMENTAL SUSTAINABILITY

Water is important resource and in this context, the Company has Sewage Treatment Plant and Effluent Treatment Plant. The treated water is used for gardening / plantations. Further rainwater harvesting recharge pits have been established at various places in the plants to recharge the ground water. Rain water harvesting is being done by routing roof water to water recharge pits.

Over three acres land in plant has been developed as green belt and the Company is planning to plant more than 200 saplings in green belt area going forward.

OCCUPATIONAL HEALTH & SAFETY

Occupational Health and Safety (OH&S) is given utmost importance in the Company. The Plant Heads begin the day with safety meetings wherein important safety aspects are discussed with employees. Employees were imparted safety induction trainings, refresher courses and job specific trainings by Plant Heads as well as by Safety Officer. Each month

Safety Head refreshes employees about safety aspects to ingrain the importance of the safety. Fire safety lectures and drills are conducted to workers batch wise. Plants of the Company are certified ISO 9001:2015 - Quality Management Systems.

TRANSFER TO RESERVES

For the Financial Year under review, no amount is proposed to be transferred to reserves.

SHARE CAPITAL

As on 31 March 2023, the Authorized Share Capital of the Company is INR 400,000,050/- divided into 40,000,005 Equity Shares of INR 10/- each and the Issued, Subscribed and Paid-up Share Capital of the Company is INR 330,268,950/-.

Change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company for the year 202223 are as follows:

Sl. Particulars No	March 31, 2023		March 31, 2022
	Total No of Equity shares	Total Equity capital ('')	Total No of Equity shares	Total Equity capital ('')
1 Authorized Capital	40,000,005	400,000,050	40,000,005	400,000,050
2 Issued, subscribed and fully paid up capital	33,026,895	330,268,950	32,867,867	328,678,670

EMPLOYEES’ STOCK OPTION PLAN

Pursuant to the resolution passed by the Board of Directors on July 10, 2018 and resolutions passed by shareholders on September 10, 2018 and on September 29, 2018 respectively the Company has adopted the Stove Kraft Employee Stock Option Plan 2018 (“ESOP Plan"). Pursuant to the ESOP Plan, options to purchase Equity Shares may be granted to eligible employees (as defined in the ESOP Plan) with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company''s objectives, and for promoting increased participation in the growth of the Company.

Pursuant to the resolution passed by the Nomination and Remuneration Committee on 21 September 2018, ESOP pool of 813,000 options under the ESOP Plan was approved.

As on March 31, 2023 - 564,479 options were exercised at ''150 per share.

The disclosure as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2023 is attached as Annexure - 1 to the Board''s report. The details of the Plan form part of the notes to accounts of the Financial Statements in this Annual Report. BMP & Co. LLP, Secretarial Auditors have issued a certificate certifying that the scheme has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the shareholders and same will be available for inspection during AGM.

CREDIT RATING

During the year ICRA Ltd reaffirmed Credit Rating of A- with stable outlook in respect of long term borrowings.

AUDIT COMMITTEE

The details pertaining to Composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this Annual Report. The Board has accepted all the recommendations of the Audit Committee made during the year.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the financial year were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions during the year that required shareholders'' approval.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23.

DEPOSITS

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

DIRECTORS

Appointment of Non-Executive NonIndependent Director

The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, at its meeting held on 02 February 2023 has appointed, Mrs. Sunita Rajendra Gandhi as an Additional Director in the category NonExecutive Non Independent. Pursuant to provisions of Regulation 17(1C) of Listing Regulations the approval of shareholders for appointment of Mrs. Gandhi on the Board of Directors has been taken on April 18, 2023 within a time period of three months from the date of her appointment, through Postal Ballot resolution.

End of tenure of Independent Director

The tenure of five years of Mr. Lakshmikant Gupta, Chairperson and Independent Director comes to an end on 31 May 2023. Accordingly he cease to be director of the Company with effect from close of business hours on 31 May 2023.

The Board places on record its appreciation for the guidance and direction provided by Mr. Lakshmikant Gupta as Chairperson of the Board since 2018.

The Board at its meeting held on 29 May 2023 has appointed Mrs. Shuba Rao Mayya, Independent Director as Chairperson w.e.f. 01 June 2023 in place of Mr. Lakshmikant Gupta.

Appointment of Independent Directors

On recommendation of Nomination and Remuneration Committee, the Board at its meeting held on 29 May 2023 appointed Mr. Avinash Gupta (holding DIN 02783217) and Mr. Natrajan Ramkrishna (holding DIN 06597041) as Additional Directors in the category of Non-Executive Independent Director for a period of five years from 29 May 2023 to 28 May 2028, subject to the approval of shareholders.

In the capacity of additional directors, Mr. Avinash Gupta and Mr. Natrajan Ramkrishna hold office up to the date of the ensuing Annual General Meeting. The Company has received notices under section 160(1) of the Companies Act, 2013 from members proposing their appointment as directors in the ensuing AGM. Their brief profile is given in the Notice of AGM. Mr. Avinash Gupta and Mr. Natrajan Ramkrishna have submitted declarations to the Company that they fulfil the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board opines that Mr. Avinash Gupta and Mr. Natrajan Ramkrishna, newly appointed Independent Directors possess the desired integrity, expertise and experience (including the proficiency) that is required from them as an Independent Director. The Board recommends their appointment by the members in the ensuing AGM.

At the meeting held on 29 July 2023, based on recommendation of Nomination and Remuneration Committee and also on the basis of report of performance evaluation, the Board has reappointed Mrs. Shuba Rao Mayya as Independent Director for a 2^nd term of five years from 30 August 2023 to 29 August 2028, subject to the approval of shareholders. Mrs. Shuba Rao Mayya has submitted declarations to the Company that she continue to fulfil the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of view that Mrs. Shuba Rao Mayya has immensely contributed to the proceedings of the Board and its Committees, and further believes that her continued association would be of immense benefit to the Company. Therefore, it is desirable to continue to avail her services as a Non-Executive Independent Director for a second term. The skills, background and experience in the

field of strategic planning, finance, accounts, audit, compliance, corporate governance, etc., are aligned to the role and capabilities identified by the Nomination & Remuneration Committee. The Board opines that Mrs. Shuba Rao Mayya possess the desired integrity, expertise, experience and proficiency that is required from her as an Independent Director. The Board recommends her reappointment by the members in the ensuing AGM.

Pursuant to the provisions of Section 149 of the Act, Mr. Anup Shah Sanmukh, Independent Director has also submitted declarations that he meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). During the year, there here has been no change in the circumstances affecting the status of Independent Directors of the Company.

Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013 the Independent Directors had a separate meeting on 01 February 2023.

Retirement by rotation:

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Rajendra Gandhi retires by rotation and being eligible, offers himself for re-appointment. The Board recommends his appointment.

KEY MANAGERIAL PERSONNEL (KMP):

As on 31 March 2023, Mr. Rajendra Gandhi, Managing Director; Mrs. Neha Gandhi, Executive Director; Mr. Balaji A S, Chief Financial Officer and Mr. Shrinivas P Harapanahalli, Company Secretary & Compliance Officer were the Key Managerial Personnel of the Company

Changes in KMP during the year:

Mr. Elangovan. S, resigned and relieved as Company Secretary and Compliance Officer of the Company w.e.f. 15 September 2022.

Mr. Rajiv Nitin Mehta resigned and relieved from the position of CEO & Whole-time Director with effect from close of business hours on 02 February 2023.

The Board has appointed Mr. Shrinivas P Harapanahalli as the Company Secretary and Compliance Officer of the Company w.e.f. 02 February 2023.

Mr. Balaji AS resigned and relieved on 13 July 2023 from the position of Chief Financial Officer.

The Board has appointed Mr. Ramakrishna Pendyala as Chief Financial Officer of the Company w.e.f. 29 July 2023.

SENIOR MANAGEMENT PERSONNEL:

As on 29 July 2023 senior management personnel of the Company comprised following:

1. Mr. Rohit Mago, Chief Revenue Officer;

2. Mr. Janardhanan N, Chief Human Resources Officer;

3. Mr. Vikash Gupta, Chief Operating Officer;

4. Dr. Manu Nanda, Chief Marketing and Product Officer;

5. Mr. Mayank Gupta, Chief Growth Officer;

6. Mr. Navin Singhania, Chief Technology Officer;

7. Mr. Ramakrishna Pendyala, Chief Financial Officer;

8. Mr. Venkitesh N, Corporate Planning Head;

9. Mr. Senthil Kumar R, Head Procurement;

10. Mr. Hemant Kumar Kothari, Chief Business Analyst; and

11. Mr. Shrinivas P Harapanahalli, Company Secretary and Compliance Officer.

BOARD EVALUATION

The Board carried out annual evaluation of its own performance, performance of its committees, the Chairperson and the Directors individually. A detailed note on the manner of evaluation forms a part of the Corporate Governance Report.

POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Board on recommendation of Nomination and Remuneration Committee has formulated Nomination and Remuneration Policy. The policy inter alia lays down the criteria for determining qualifications, attributes and independence of potential candidates for appointment as directors and determining their remuneration. The brief details of the Policy have been provided in Corporate Governance Report. The said Policy has been posted on website of the Company and the web link to access the said policy is as follows https://stovekraft.com/wp-content/ uploads/2023/04/Final-NRC-Policy-1 -1.pdf

The Board has also adopted a ''Board Diversity Policy'', which requires the Board to ensure appropriate balance of skills, experience and diversity of perspectives in its own composition.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure - 2. In accordance with the provisions of Section 136 of the Act, the Board''s Report and the financial statements for the financial year ended 31 March 2023 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this annual report.

STATUTORY AUDITORS

Members of the Company at the 22^nd AGM held on August 31, 2021, appointed Price Waterhouse Chartered Accountants LLP (Firm Registration Number 012754N/N500016) as Statutory Auditors of the Company to hold office for a term of 5 consecutive years from the conclusion of 22^nd Annual General Meeting until the conclusion of 27^th Annual General Meeting.

The Statutory Auditors'' Report for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board of Directors had appointed BMP & Co LLP, Bengaluru Practicing Company Secretaries, to conduct Secretarial Audit of your Company for FY2022-23. The Secretarial Audit Report for the Financial Year 2022- 23 is attached to this report as Annexure - 3.

In their report Secretarial Auditors have made following observation:

Non-Compliance of Regulation 21(3C) of SEBI (LODR) Regulations 2015: During the FY 2022-23, the Risk Management Committee met twice in the year 30^th December 2022 and 01 February 2023 in compliance with the provisions of Regulation 21(3A) and Regulation 21(3B). However, the gap between two risk management committee meetings exceeded more than one hundred and eighty days by 145 days as the previous committee meeting of Risk Management Committee was held on 08 February 2022 and the next meeting was held on 30^th December 2022.

Board''s Response to the comments of Secretarial Auditor: The non-compliance was unintentional and took place during the transition of previous Company Secretary. Further upon becoming aware of this default, a Risk Management Committee meeting was held immediately on 30 December 2022. Another meeting of RMC was held on 01 February 2023. We further assure that henceforth RMC meetings will be held in compliance with listing regulations.

Secretarial Compliance Report

Pursuant to Regulation 24A of the Listing Regulations, BMP & Co. LLP, Practicing Company Secretaries, have issued Annual Secretarial Compliance Report for FY2022-23. The said Report has been placed on website of the Company and the web link to access the same is https:// stovekraft.com/wp-content/uploads/2023/06/ AnnualSecretarialComplianceReportSIGNED.pdf

The observations and explanations provided to observations made is the Annual Secretarial Compliance report are as under:

1. Non-compliance with Regulation 21(3C) of SEBI (LODR) Regulations 2015 which requires the listed companies to hold Risk Management Committee meetings (RMCM) in such a way that the gap between two such meetings does not exceed 180 days. RMC meeting of the Company met on 08 February 2022 and next RMC meeting was held on 30 December 2022. The non-compliance was unintentional and took place during the transition of previous Company Secretary. Further upon becoming aware of this default, a RMC meeting was immediately held on 30 December 2022. Another meeting of RMC was held on 01 February 2023.

2. During FY 2022-23 the Audit Committee had ratified related party transactions entered from 01 April 2022 to 29 May 2022. Prior approval of Audit Committee was required for transactions with related parties namely, Shinag Allied Services Pvt. Limited and Pigeon Appliances Private Limited, which was not taken as required under Regulation 23(2) of SEBI LODR Regulations. The said RPTs took place due to business exigency and occurred inadvertently.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the audit committee, any instances of fraud committed against the Company by its officers or employees.

COST AUDIT

Your Company is maintaining Cost Records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder. The Cost Audit for FY2021-22 was conducted by M/s. GS & Associates, Cost Accountants and the Cost Audit Report for FY2021-22 was duly filed with the Ministry of Corporate Affairs, Government of India. The Audit of the cost accounts of the Company for FY2022-23 is also being conducted by the said firm and the Report will be filed within the stipulated time.

Your Directors on the recommendation of the Audit Committee, reappointed M/s. GS & Associates, Cost Accountants to audit the cost records of the Company for FY 2023-24 on a remuneration of 1,00,000/-(Exclusive of applicable taxes) plus out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for ratification. Accordingly, a Resolution seeking Member''s approval for the remuneration payable to M/s. GS & Associates, Cost Auditors is included in the Notice of the Annual General Meeting. The Board recommends the aforesaid resolution for approval of the members.

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

Your Company continues to comply with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no

complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint was pending at the beginning and end of FY 2022-23.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise genuine concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. It also provides protection to employees or Directors against victimization who report genuine concerns. The Policy can be accessed at the link https:// stovekraft.com/wp-content/uploads/2023/07/ Whistle-Blower-Policy-updated-2023-1 -1.pdf.

RISK MANAGEMENT

Risk Management is an integral part of the Company''s strategy and planning process. Like any other industry, the Company faces several business risks. The Company''s business is exposed to internal and external risks which are identified and revisited every year. Your Company has constituted a Risk Management Committee with the Directors. For proper risk management, the Company has the Risk Management Policy and a well-defined Risk framework. More details on risk management is furnished in Management Discussion & Analysis which forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Policy has been hosted on the Website of Company. The Annual Report on CSR activities together with brief outline of CSR Policy of the Company is annexed herewith as Annexure - 4''.

INTERNAL FINANCIAL CONTROLS

The Company has in place relevant internal controls, policies, and procedures to ensure orderly and efficient conduct of its business. Standard Operating Procedures (SOPs) and Risk Control Matrix (RCM) have been designed for critical processes across all operations. The internal financial controls are tested for operating effectiveness through management''s ongoing monitoring and review processes. In our view the internal financial controls are adequate and are operating effectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with the Indian Accounting Standard (Ind AS) notified under the Companies (Indian Accounting Standard) Rules, 2015 as amended from time to time, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

Pursuant to Section 134 of the Companies Act, 2013 the Directors state that:

a) in the preparation of the annual accounts for the Financial Year ended 31 March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 your Company as at 31 March 2023 and of the profits of the Company for the period ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

OTHER INFORMATION Management Discussion & Analysis

Management Discussion & Analysis for the year under review, as stipulated under Regulation 34(2) (e) of SEBI (LODR) Regulations, forms part of the Annual Report.

Business Responsibility and Sustainability Report (BRSR)

As per the market capitalization based on 31 March 2023, the Company is within the purview of top 1000 companies. BRSR is attached and forms part of the Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - 5.

Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations forms part of this Annual Report. The certificate from BMP & Co LLP, Bengaluru Practicing Company Secretaries confirming compliance with the conditions of corporate governance is attached to the Corporate Governance Report.

A certificate furnished by Mr. Rajendra Gandhi, Managing Director and Mr. Balaji A S, Chief Financial Officer in respect of the financial statements and the cash flow statement for the financial year ended 31 March 2023 is annexed as Annexure-6'' to this Report.

Disclosure under Schedule V(F) of the SEBI(LODR) Regulations,2015

Your Company does not have shares in the Demat Suspense Account or unclaimed Suspense account.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Annual listing fee for the Financial Year 202324 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, draft of the Annual Return of the Company for financial year 2022-23

prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at https://stovekraft.com/investors/ .

Material changes and commitments affecting financial position between the end of the financial year and date of the report

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

Cautionary Statement

Statements in the Board''s and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

The Company has not made any application nor any proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

Others

1. The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

General

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

a) Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Acknowledgement

Your Directors are thankful to all stakeholders including Customers, Bankers, Suppliers, Distributors, Dealers, and Contractors for their continued assistance, cooperation, and support. The Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company. The Directors are grateful for the confidence, faith and trust reposed by the shareholders in the Company. We are thankful to the Central Government and Government of Karnataka for their continued support and co-operation.

For and on behalf of the Board Rajendra Gandhi Neha Gandhi

Place: Harohalli, Bengaluru Managing Director Executive Director

Date: 29 July 2023 DIN: 01646143 DIN: 07623685

Note: At the meeting held on 29 May 2023 the Board has approved the Board’s Report for the financial year ended 31 March 2023. The said report was revised by the Board on 29 July 2023 only to include reappointment of Mrs. Shuba Rao Mayya as Independent Director, changes in the Key Managerial Personnel and disclosure of Senior Management Personnel. There are no changes in annexures and hence their date remains unchanged.