DIRECTORS' REPORT

Your Directors have pleasure in presenting the
27th Annual Report of the Company and the
Audited Financial Statements for the financial year
ended 31 March 2026.

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 and 22 September 2025, issued by
Ministry of Corporate Affairs' ('MCA') and applicable
provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Notice of the 27^th
AGM and other documents are being sent only through
electronic mode to those Members whose email addresses
are registered with the Company / Depositories.

Accordingly, the financial statements (including Board's
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
14 August 2026. The Annual Report for FY26 is also
available on the website of the Company athttps://
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

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 Listing Regulations, is placed on
website of the Company and can be accessed at the
web-linkhttps://stovekraft.com/storage/investors/pdf/
n5Xt3bEKLniJ4I8zAKYLXNpuzq8QrmZCLzigbD5F.pdf .

DIVIDEND

The Board has recommended dividend of ' 3.50 per
share (35%) for FY26, 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/storage/investors/

pdf/0m1Ltwd9zTNQbuSdWnJGro2q1YYdwi4bKNSNeQYpdf

UNCLAIMED DIVIDEND:

The respective due dates on which unclaimed
amounts of dividends pertaining to the prior years will
be transferred to 'Investor Education and Protection
Fund' (IEPF), constituted by the Ministry of Corporate
Affairs, are given below:

ENVIRONMENTAL SUSTAINABILITY

Water conservation remains a key focus area for the
Company. To ensure sustainable water management,
Sewage Treatment Plants (STPs) and Effluent
Treatment Plants (ETPs) are operated for the
treatment and reuse of wastewater. The treated water
is utilized for horticulture, landscaping, and plantation
purposes within the premises. The Company has
also established rainwater harvesting recharge pits
at multiple locations across the plant to enhance
groundwater recharge, with rooftop runoff being
directed into these structures. Additionally, more
than three acres of the plant area are maintained as
a green belt, supporting environmental preservation
and biodiversity.

The Company has transitioned to a closed-loop
system by commissioning an RQ (Reverse Osmosis)
Plant, thereby reducing dependence on groundwater.

The Company has three-tier recycling approach i.e.,
STP treated water is used for gardening and sand
mixing; ETP water is used for cooling / paint spray pit
recharging; and strategic RQ reject reuse for flushing.
Active Rainwater Harvesting further recharges the
water table. The implementation of efficient water
management and recycling has led to a 30%-35%
reduction in total water consumption. By minimizing
dependency on external sources and borewells
through internal reuse and the 500 KL STP, the
company significantly lowers operational costs and
efficiently utilizes the water.

OCCUPATIONAL HEALTH & SAFETY

The Company remains committed to fostering a safe
and healthy workplace by prioritizing Qccupational
Health and Safety (OH&S) across all its operations.
Daily safety briefings are conducted by Plant Heads
to create awareness and reinforce safe work practices
among employees and workers. Comprehensive safety
induction programs, periodic refresher sessions, and
job-specific training are provided to equip personnel
with the knowledge and skills necessary to perform
their duties safely. The Safety Head regularly
communicates key safety messages and monthly
updates to strengthen the culture of safety throughout
the organization. In addition, fire safety awareness
programs and mock drills are conducted at regular
intervals to enhance emergency preparedness and
response capabilities. The Company's manufacturing
facilities are certified under ISO 9001:2015 for Quality
Management Systems, reflecting its commitment to
operational excellence and continuous improvement.

TRANSFER TO RESERVES

The Board of Directors of the Company doesn't
propose to transfer any amount to the General Reserve
from the Net Profit for FY2025-26.

SHARE CAPITAL

As on 31 March 2026, the Authorized Share Capital
of the Company was ' 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 was ' 331,073,210/-.

Change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company during FY2025-26
was as follows:

Please note that increase in issued, subscribed and paid up Capital of the Company during FY2025-26 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 2026 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 of 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.

Further, based on recommendation of Nomination
and Remuneration Committee, the Board of Directors
at its meeting held on 12 May 2026, has Approved
amendment of Stovekraft Employee Stock Option Plan
2018 inter alia to increase the ESOP pool under the
Plan from 813,000 stock options to 10,25,000 Stock
Options and also certain other amendments, subject
to approval of the shareholders and other regulatory
approvals, Stock Options as may be required. A copy

of the Plan together with modifications is available
on website of the Company for perusal of members.
The Board recommends modifications to the Plan, for
approval of members at ensuing 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 FY2025-26 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 FY2025-26.

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 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 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 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 31 January 2026.

Reappointment of Mr. Anup Sanmukh Shah

At the Annual General Meeting held on
12 September 2022, Mr. Anup Sanmukh Shah, (DIN
00317300) was reappointed as an Independent
Non-Executive Director of the Company for a
period of five years from 02 November 2021 to

01 November 2026.

Based on the recommendation of Nomination and
Remuneration Committee and based on the report
of performance evaluation, the Board of Directors at
its meeting held on 03 August 2026, has reappointed
Mr. Anup Sanmukh Shah as an Independent Director
of the Company for a 2nd term of five years from

02 November 2026 to 01 November 2031, subject to
the approval of shareholders at the ensuing AGM.

Mr. Anup Sanmukh Shah has submitted declarations
to the Company that he 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 Mr. Anup Sanmukh Shah
has immensely contributed to the proceedings of the
Board and its Committees, and further believes that his
continued association would be of immense benefit
to the Company. Therefore, it is desirable to continue
to avail his services as a Non-Executive Independent
Director for a second term.

His skills, background and experience in the field of
compliance, legal, corporate governance, strategic
planning, finance, audit, etc., are aligned to the role
and capabilities identified by the Nomination &
Remuneration Committee. The Board opines that
Mr. Anup Sanmukh Shah possess the desired integrity,
expertise, experience and proficiency that is required
from him as an Independent Director. The Board
recommends his reappointment by the members in
the ensuing AGM.

Reappointment of Executive Director

At the Annual General Meeting held on 31 August 2021,
Mrs. Neha Gandhi, (DIN 07623685) was reappointed
as the Executive Director of the Company for a
period of five years from 30 September 2021 till 29
September 2026.

The Board of Directors based on recommendation
of Nomination and Remuneration Committee, at its
meeting held on 03 August 2026 has approved the
reappointment and remuneration of Mrs. Neha Gandhi,
as Executive Director of the Company for a period of five
years from 30 September 2026 to 29 September 2031,
subject to the approval of shareholders at the ensuing
Annual General Meeting.

Mrs. Neha Gandhi is looking after People, Process,
and Technology functions, spearheading strategic
initiatives in organisational development, digital
transformation, and operational excellence. The Board
is of the opinion that Mrs. Neha Gandhi possesses the
requisite expertise, experience and competency that is
required from her as an Executive Director. The Board
recommends the reappointment of Mrs. Neha Gandhi
as Executive Director.

Appointment of Non-Executive Director and
Advisory Fees

Based on recommendation of Nomination and
Remuneration Committee, the Board of Directors
at its meeting held on 02 July 2026 has appointed
Mr. Chandru Kalro as a Non-Executive Non
Independent Director (Additional Director) and
designated him as a Vice Chairperson.

Mr. Kalro will also be providing board-level strategic
counsel and mentoring including but not limited to
in the field of sales, Marketing, Product Management,
Customer Service, Talent Acquisition & Leadership
Development, Technology & Digital Transformation,
Investor & Stakeholder Relations and such other
strategic matters as may be assigned by the Board.
For availing the said services it is proposed to enter
into a separate Strategic Advisory Agreement with
Mr. Chandru Kalro, setting out the terms and conditions
governing such services. The agreement will be for
five years and for such services he may be paid a fee
as detailed in the Notice of the AGM.

As Mr. Kalro is a Non-Executive Non-Independent
Director, the proposed advisory arrangement
constitutes a related party transaction and an office
or place of profit under Section 188 of the Companies
Act, 2013. Further, if the annual consultancy fee
payable to a Non-Executive Director exceeds 50%
of the total annual remuneration payable to all
Non-Executive Directors of the Company, approval
of the shareholders by way of a Special Resolution
will also be required under Regulation 17(6)(ca) of
the SEBI (LODR) Regulations, 2015. As per Articles of
Association of the Company, all fees/compensation
to be paid to non-executive Directors including
Independent Directors shall be as fixed by the Board
and shall require the prior approval of the Shareholders
in a General meeting.

Hence, the Board recommends the appointment and
the advisory fee that may be paid to Mr. Kalro for prior
approval of shareholders by way of special resolution.

KEY MANAGERIAL PERSONNEL (KMP)

As on 31 March 2026, 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 KMP:

Mr. Ramakrishna Pendyala resigned and relieved on
15 May 2026 from the position of Chief Financial Officer.

The Board has appointed Mr. Subhadeep Pal as Chief
Financial Officer of the Company w.e.f. 16 May 2026.

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
ishttps://stovekraft.com/storage/investors/pdf/
NKHALBUgA067Tu2vUqfRVGZz2MaaCkhk4Fo2YItI.
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 2026 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.

MEETINGS OF BOARD AND COMMITTEES

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 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 22^nd Annual
General Meeting until the conclusion of 27^th Annual
General Meeting.

In view of the end of first term of statutory auditors,
the Board of Directors on recommendation of Audit
Committee has decided to recommend to the
shareholders the reappointment of Price Waterhouse
Chartered Accountants LLP, Chartered Accountants
as Statutory Auditors of the Company for another
term of five years i.e., from conclusion of 27th AGM
till conclusion of 32nd AGM for conducting statutory
audits commencing from FY2026-27 until FY 2030-31.

The Company has received written consent and
certificate of eligibility from Price Waterhouse
Chartered Accountants LLP, Chartered Accountants in
accordance with Sections 139, 141 and other applicable
provisions of the Companies Act, 2013 and Rules
made thereunder. They have confirmed that they hold
a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India (ICAI)
as required under the SEBI Listing Regulations.

A resolution proposing reappointment of Price
Waterhouse Chartered Accountants LLP, Chartered
Accountants, Chartered Accountants as Statutory
Auditors of the Company from the conclusion of the
ensuing AGM until 32nd AGM of the Company forms
part of the Notice of ensuing AGM.

The observations of the Auditors in their report on
Financial Statements read with the relevant notes are
self-explanatory. The Independent Auditors' Report
does not contain any qualification, reservation, or
adverse remarks.

SECRETARIAL AUDIT

Pursuant to Regulation 24A of Listing Regulations,
Members of the Company at the 26th Annual General
Meeting held on 26 September 2025, appointed BMP

6 Co. LLP. (Firm Registration No. L2017KR003200),

Practicing Company Secretaries as Secretarial
Auditors of the Company for term of five consecutive
years from FY2025-26 to FY2029-30. They have
confirmed that they continue hold a valid certificate
issued by the Peer Review Board of the Institute of
Company Secretaries of India (ICSI) as required under
the SEBI Listing Regulations.

The Secretarial Audit Report for financial year ended
31 March 2026 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 FY2025-26. The said Report has been placed on
website of the Company and the web link to access the
same is https://stovekraft.com/storage/investors/pdf/
r2527EhgXEzQKvKVGekElMQJrMfQxL3HEhQ9ccdM.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 FY2024-25 was conducted by
M/s. GS & Associates, Cost Accountants and the Cost
Audit Report for FY2024-25 was duly filed with the
Ministry of Corporate Affairs, Government of India.
The Audit of the cost accounts of the Company for
FY2025-26 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 FY2026-27 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 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 FY2025-26.

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 The Policy is placed on
website of the Company and can be accessed at the
linkhttps://stovekraft.com/storage/investors/pdf/
NUcri4vv8ZvHbYDYsOLnumttOFz62ciu3mivewYR.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 2026, 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 iudgments
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 2026 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 FY2025-26 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
Listing 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 2026 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 FY2025-26 prepared in
accordance with Section 92(1) of the Act has been
placed on the website and is available athttps://
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:03 August 2026 DIN:01646143 DIN: 07623685