As on: May 01, 2026 06:41 AM
TO the Members,
Your Company's Board of Directors ("Board") is pleased to present the 52nd (Fifty-Second) Annual Report of Stovec Industries Limited ("Stovec"or "Company") for the financial year ended 31st December, 2025 ("year under review"or "year" or "FY25").
1. FINANCIAL PERFORMANCE
During the year under review, the Company recorded net revenue from operations of ' 1,981.11 million, as compared to ' 2,345.70 million in the previous financial year. The Company reported a net profit of ' 68.98 million for the financial year ended 31st December 2025, against a net profit of ' 129.61 million in the financial year ended 31st December 2024.
The Company's EBITDA stood at ' 132.18 million during the current year, compared to ' 222.01 million in the previous year, reflecting a decline of 40.46%. Further details on the operations and financial performance of the Company are provided in the Management Discussion and Analysis Report.
The Company does not have a subsidiary or associate or joint venture, therefore, disclosures regarding the same are not provided in the Report.
The Company operates in-house research and development facility recognised by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India that supports product innovation, quality improvement, and continuous process optimization etc. However, Company does not claim any expenses incurred for research and development under Section 35(2AB) of the Income-tax Act, 1961.
2. DIVIDEND
Committed to the shareholders interest, the Board is pleased to recommend a dividend of ' 12 per share (120%) on the fully paid-up equity share of ' 10 each of the Company.
Unclaimed dividend of ' 1.14 Million pertaining to FY2017 was transferred to the Investor Education and Protection Fund ('IEPF') in the reporting year upon completion of seven years in accordance with IEPF Rules.
3. SHARE CAPITAL
During the year under review, there was no change in the paid-up share capital of the Company, and the paid-up equity share capital of the Company stood at ' 20.88 Million as on 31st December, 2025. No securities were issued by the Company during the year.
4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required to be given under Section 134(3) (m) of the Companies Act, 2013 ('the Act') relating to energy conservation, technology absorption, foreign exchange earnings and outgo, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is appended in Annexure-I to this Report.
5. DEPOSITS
The Company has not accepted any deposits during the year falls under Chapter V of the Act and rules made thereunder.
6. CORPORATE GOVERNANCE
Report on Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') is annexed to the Annual Report as Annexure-II along with the certificate of Practicing Company Secretary for compliance of the conditions of Corporate Governance.
7. AUDIT COMMITTEE
The Company has in place Audit Committee in terms of requirements of the Act read with rules framed thereunder and the SEBI Listing Regulations, the details thereof are given in the Corporate Governance Report forming part of this report. Board has accepted all the recommendations of the Audit Committee and there was no single incidence of deviation from the recommendations during the year under review.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As date of this report, the Board of Directors comprised of 6 (Six) members, consisting of 1 (One) Executive Director,
2 (two) non-executive non-independent Director and
3 (Three) Independent Directors including 1 (One) Women Independent Director. The Board has an appropriate mix of Executive, Non-Executive Non-Independent and Independent Directors, in compliance with the Act and the SEBI Listing Regulations.
Retirement & Cessation
Mr. Khurshed. M. Thanawalla and Mr. Marco Wadia, former Independent Directors, both have completed their second term and retired from the Board of the Company on 6th May, 2025.
Mr. Eiko Ris resigned from the directorship of the Company with effect from 14th November, 2025, consequent to his superannuation from the employment of SPGPrints B.V., the Holding Company of the Company. The Board acknowledges and appreciates their contributions and valuable services.
Appointment/ reappointment
On recommendation of Nomination and Remuneration Committee, Mr. Bhanubhai Patel (DIN: 00223115) and Mr. Abhay Jadeja (DIN: 03319142) were appointed as Independent Directors of the Company for a first term of three (3) consecutive years with effect from 5th May 2025 in place of retiring directors Mr. Thanawalla and Mr. Wadia. Mrs. Kiran Dhingra (DIN 00425602) was re-appointed by the Board on 12th February, 2025 as an Independent Director of
the Company for her second term of five (5) years with effect from 1st April 2025. The members at their annual general meeting held that year had confirmed above appointments.
On the recommendation of Nomination and Remuneration Committee, the Board has appointed Mr. Arnout Otma (DIN:11521057) as an additional director (Non-Executive) on 10th February, 2026 to hold office up to the date of ensuing Annual General Meeting. Company has received notice under Section 160 of the Act proposing his candidature for the office of Director of the Company. Board recommends his appointment to the members of the Company.
Retirement by Rotation
As per the provisions of the Act and the Articles of Association of the Company, Mr. Garrett Forde (DIN: 09040078) Non-Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, seeks reappointment. The Board recommend his reappointment to the shareholders at the ensuing AGM seeking their approval on the resolution proposed in the notice of AGM.
None of the directors has been disqualified as specified in section 164 of the Act, nor debarred or disqualified from being appointed or act as director of the Company as specified in Regulation 34(f) of the SEBI Listing Regulation. Company has also obtained certificate from Sandip Sheth and Associates confirming that they are not disqualified to act as Director.
Key Managerial Personnel
Company meets the requirement of section 203 of the Act of having Key Managerial Personnel (KMP). Mr. Shailesh Wani, Managing Director (DIN: 06474766), Mr. Gaurav Amrutiya, Chief Financial Officer and Mr. Sanjeev Singh Sengar, Company Secretary, are the KMP of the Company.
During the year under review, Mr. Paras Mehta, former Chief Financial Officer ("CFO"), resigned from the office of Chief Financial Officer and consequently ceased to be key managerial personnel of the Company with effect from the close of business hours on 23rd May, 2025. In compliance with Regulation 26A(2) of the SEBI Listing Regulations, Mr. Vipul Bhavsar was appointed as the Chief Financial Officer and KMP for the interim period from 26th May, 2025 to 14th November, 2025. Thereafter, Mr. Gaurav Amrutiya was appointed as the Chief Financial Officer of the Company with effect from 14th November, 2025.
The Independent Directors have given requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they complied with Schedule IV of the Act and the Company's Code of Conduct. The Independent Directors of the Company are registered with data bank of the independent directors maintained by the Indian Institute of Corporate Affairs (IICA) and based on their experience and eligibility criteria prescribed under the said Rules, they are exempt from passing the online proficiency self-assessment test.
Familiarization program
The Board recognizes the importance of familiarization for Independent Directors and ensures that they receive adequate exposure to the Company's business operations, industry landscape, and the overall business model at the time of their induction. Upon joining, Independent Directors are provided with an overview of the Company, its industry, key operational processes, and other relevant aspects to enable them to understand the business environment effectively.
On an ongoing basis, Independent Directors are regularly updated on the Company's performance, business developments, key risks, opportunities, and other strategic matters through detailed presentations made at the meetings of the Board of Directors. Additionally, the Company circulates important regulatory changes and updates to the Independent Directors from time to time as part of their continuous familiarization program.
9. BOARD MEETING
During the financial year, four meetings of the Board were held, details of which are furnished in the Corporate Governance Report section of this report.
Disclosure on the compliance of Secretarial Standards: The Board affirms to the best of their knowledge that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India
10. PERFORMANCE EVALUATION
The performance evaluation of the Directors, the Chairman, the Board as a whole, and the Committees of the Board was carried out during the year in accordance with the provisions of the Act and the SEBI Listing Regulations. Nomination and remuneration committee (NRC) has evaluated the aforesaid performance taking into accounts inter alia feedback of the each of the directors on structured questionnaire made to evaluate the above performance. Independent Directors in their meeting has also evaluated the performance of Chairman and the directors individually. Chairman of NRC has declared the result of such performance evaluation in the meeting of NRC and based on said evaluation, NRC satisfied with the performance of Board, committees and each individual director. The evaluation process has been further elaborated in corporate governance report section of this report
11. CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Act and Rules framed thereunder, the Corporate Social Responsibility ("CSR") Committee has been constituted consisting of three members, details whereof are given in the corporate governance report. The Company has implemented its CSR projects during the year directly and through the implementing agencies approved by the Board. Brief of such CSR projects have been provided elsewhere in this annual report.
The Annual report on CSR activities of the Company in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been provided in Annexure-III to this report.
12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")
Business Responsibility and Sustainability Report ("BRSR") is mandatory for top 1000 listed companies based on their market capitalization in terms of Regulation 34(2)(f) of the SEBI Listing Regulations and your company ranked in 1861 of top 2000 companies as on 31st December, 2025. However, we are pleased to disclose our ESG performance through this BRSR framework demonstrating corporate citizenship, business ethics & integrity, and responsibility towards society and the environment in terms of Regulation 3(2A) of SEBI Listing Regulations. The BRSR for the current financial year forms part of this Annual Report as Annexure-IV and is also available on the Company's website.
13. NOMINATION AND REMUNERATION POLICY
Essence of the Nomination and Remuneration Policy of the Company is provided in Corporate Governance Report section of this report.
14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control system commensurate with the size, scale and complexity of its operations and they are well defined. Management and the Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems of the Company with reference to the Financial Statement, its compliance with standard operating procedures, accounting procedures and policies. Internal Auditor's reports are placed before the Audit Committee quarterly for its review. Based on the report of Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee.
Our internal control system, supports orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. During the year under review, no material weakness is reported and observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.
15. ANNUAL RETURN
Annual Return for FY2024 filed during the year is available on the Company's website at www.stovec.com as required by section 92 of the Act.
16. CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
Company conducts its business across SPGPrints Group companies in the ordinary course of its business on an arm's length basis to serve global customers, maintain quality, economies of scale, and maintain international presence etc. And such transactions entered by the Company are related party transactions within the meaning of Act and SEBI Listing Regulations.
During the year, the related party transactions and subsequent material modifications, if any, were placed before the audit committee for its prior approval in accordance with the Companies Act, 2013 and the SEBI Listing Regulations and the Committee had granted its prior approval for all such RPTs except a transaction in which committee had granted its post facto approval, details of which provided in the audit's report heading of this report. All the RPTs, including omnibus approvals, were reviewed by the audit committee on a quarterly basis.
All transactions entered during the year were in the ordinary course of business of the Company at the arms'length pricing. Particulars of related party transactions that are required to be reported in Form AOC-2 under section 134 read with section 188 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014 is reported by way of Annexure-V to this report, however, the transactions reported are not material during the year.
The policy on Related Party Transactions is hosted on the Company's website at www.stovec.com. The related party disclosures are made in note no. 32 of notes to financial statements.
17. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
As of 31st December 2025, the Company had no inter-corporate loans, investments, guarantees, or securities falling within the scope of Section 186 of the Companies Act, 2013.
18. VIGIL MECHANISM
Your Company believes in doing business with integrity and displays zero tolerance for any form of unethical behavior. In terms of Section 177(9) of the Act, vigil mechanism for the Directors and employees has been framed to report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company's code of conduct, which also provides adequate safeguards against victimization of whistle blower and also provide for direct access to the Chairman of the Audit Committee in exceptional circumstances. Audit Committee overseas and review the functioning of policy from time to time at least annual intervals.
The whistleblower policy of the company is available on the Company's website at www.stovec.com at https://2131785. fs1.hubspotusercontent-na1.net/hubfs/2131785/Media%20 (website)/Stovec%20investor%20relations/6.%20Policies/ Whistle%20Blower%20Policy.pdf
19. RISK MANAGEMENT
Your company has a risk management policy pursuant to Section 134(3)(n) of the Act read with Companies (Accounts) Rules, 2014, which guides identification of risk, that may threaten to the existence of the Business of the Company, assess them and mitigation plan.
The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates. The Audit Committee oversees the risk management system and its adequacy.
20. CYBER SECURITY
In view of the evolving cyber security threat landscape, the Company organizes for its employees online cyber security awareness training programs and maintains appropriate security controls with real-time monitoring across its IT environment. During the year under review, no material cyber security incidents, data breaches, or loss of information were reported.
21. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) and 134 (5) of the Act, your directors confirm, to the best of their knowledge and belief:
a) that in the preparation of the annual financial statements for the year ended 31st December, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as of 31st December, 2025 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements for the year ended 31st December, 2025, have been prepared on a going concern basis;
e) that proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively; and
f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
22. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace, which aims to provide protection to women employees, prevent occurrences of sexual harassment, and ensure effective redressal of complaints, along with matters connected or incidental thereto. The policy is designed to promote a safe and secure working environment where all employees feel respected and protected. In accordance with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to address and resolve complaints related to sexual harassment in a timely and impartial manner.
Pursuant to Sections 21 and 22 of the said Act, the details of complaints received and disposed of during the year are as follows:
23. AUDITORS AND AUDITORS REPORT
STATUTORY AUDITORS
M/s. Price Waterhouse Chartered Accountants LLP, (FRN 012754N/N500016), is the statutory auditor of the Company and who shall hold office till the conclusion of the 56th Annual General Meeting to be held on in the year 2030 in accordance with the provisions of Section 139 of the Act read with the Companies (Audit and Auditor's) Rules, 2014. He was appointed at the Annual General Meeting of the Company held on 5th May, 2025 to hold office for 5 (five) consecutive years.
INTERNAL AUDITOR
M/s. Shah & Shah Associates, firm of chartered accountants, having Firm Registration No. 113742W is the Internal Auditor of the Company and it was re-appointed by the Board on the recommendation of audit committee for FY2026 for maintaining proper and adequate internal financial controls.
COST RECORDS AND COST AUDITORS
As per Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, your Company maintains the cost accounts and records.
Board on the recommendation of the audit committee, has reappointed M/s Dalwadi and Associates, Cost Accountants (Firm Registration No.000338) as its Cost Auditors to audit the cost records of the Company for the financial year 2026. The Audit report on the cost records of the Company will be submitted to the Central Government in due course. A certificate has been received from the Cost Auditors to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limit as specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking members' approval for the remuneration payable to Cost Auditors forms part of the Notice convening AGM and the same is recommended to the members.
SECRETARIAL AUDIT
M/s Sandip Sheth & Associates, firm of Practicing Company Secretaries in Ahmedabad having firm unique code P2001GJ041000 was appointed secretarial auditor of the Company for five years from FY2025 to FY2029 in accordance with Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, and the appointment was approved by the members at their last Annual General Meeting held on 5th May, 2025. The secretarial audit report for FY2025 is annexed to this report as Annexure-VI.
AUDITORS REPORT
The report of the statutory auditor for the year under review does not contain any qualifications or reservations or adverse remarks and does not call for any explanation of the management. However, there is a remark in the secretarial audit report and secretarial compliance report that the Company has entered into a related party transaction for sale of product to one of its fellow subsidiary Company in excess of the preapproved limit without prior approval of the audit committee.
In response to the observation of the secretarial auditor in its report, management offered its explanation pursuant to section 134(3)(f ) of the Act that management has taken corrective action to place the transaction before the audit committee for its approval with the justification of accidental omission. At the outset, audit committee had granted its prior approval for entering into the transaction for sale of goods with one of the fellow subsidiaries SPGPrints Brasil Ltda. for ' 1.00 crore at the beginning of the year. Until the first three quarters the limit was consumed to ' 32.95 Lacs only against the sanctioned limit of ' 1.00 crore. But in the last quarter, the Company has made the transaction of ' 2.95 Crore (Rupees two crores ninety-five lacs only) to meet unexpected and sudden demand for the product without the prior approval of the audit committee that crossed the sanctioned limit by ' 2.29 Crore (Rupees two crore and twenty-nine lacs only). The variation was of material modification in nature which should be approved in advance. However, considering the necessity and urgency of the transaction, audit committee has granted its post facto approval in its subsequent meeting considering that the transaction was entered in the ordinary course at arm's length price and it generated revenue for the Company.
There have been no instances of fraud reported by any of the auditors under Section 143(12) of the Act and Rules made thereunder, either to the Company or to the Central Government.
24. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report, which affects the financial position of the Company.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As on date of this report, there are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in future.
26. PARTICULARS OF EMPLOYEES
The statement related to the remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is provided as Annexure-VII to this Report
The employees' particulars as required by Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. The full Annual Report is being sent to the eligible members excluding such information as per Section 136 of the Act. The said information shall be open for inspection by the Members in the manner provided under Note No. 10 of the Instructions to the AGM Notice. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
27. ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to health and safety of its employees, contractors and visitors. We are pleased to say that we are all compliant with the Environmental Health & Safety (EHS) Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and other applicable Industrial Laws. Our endeavor is not to comply but to go beyond compliance standards, and we are progressive in this direction.
The health and safety of our people is paramount. We prepare our people as much as possible for the potential risks in our facilities. This preparation includes adherence to clear standards, education, training, auditing and follow-up to reinforce accountability.
28. HUMAN RESOURCE & INDUSTRIAL RELATIONS
Your directors believe that the key to the success of any Company is its employees. Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation for the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.
29. GENERAL
a. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
b. The Company is debt free and has no loan. Hence, there has been no such instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.
c. There has been no change in the nature of business of the Company.
d. Company ensures compliance under the Maternity Benefit Act, 1961 as may be applicable. There were, however, no such cases reported during the year under review.
30. ACKNOWLEDGEMENT
The Board expresses its sincere gratitude and appreciation for the continued support, cooperation, and confidence reposed by SPG Prints B.V., the holding company; the Central and State Government ministries and departments; our shareholders, customers, suppliers, business associates, bankers, employees, value-chain partners, and all other stakeholders. The Board looks forward to their sustained cooperation and support in the years ahead.
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