Stove Kraft Ltd Directors Report

To the members,

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

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

(H in Million)

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 Companys 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

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 Companys website. The web-link to access the said policy is as follows:

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 Companys 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 Companys 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 Boards 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 arms 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 . 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 Boards 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 Boards 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

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 Members 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

RISK MANAGEMENT

Risk Management is an integral part of the Companys strategy and planning process. Like any other industry, the Company faces several business risks. The Companys 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 managements 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 .

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 Boards Report and the Management Discussion & Analysis describing the Companys 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 Companys 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