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

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

BASIS FOR OPINION

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

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

EMPHASIS OF MATTER

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

Our conclusion is not modified in respect
of this matter.

KEY AUDIT MATTERS

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

OTHER INFORMATION

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

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

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

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

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

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

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

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT
OF THE FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

iv. (a) The management has represented

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

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

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

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

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

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

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

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

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

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

Mohan Danivas S A

Partner

Date: May 21, 2025 Membership Number: 209136

Place: Bengaluru UDIN: 25209136BMRJRF5960