S H Kelkar & Company Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present 69^th Annual Report on the business and operations of S H Kelkar and Company Limited ("SHK" / "the Company") and Audited Financial Statements for the financial year ended 31 March 2025.

In compliance with the applicable provisions of the Companies Act, 2013 ("the Act") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), this Report covers the financial performance and other developments during the financial year ("FY") 2024-25 and upto the date of the Board Meeting held on 16 May 2025 to approve this Report in respect of SHK on a standalone basis as well as on a consolidated basis comprising of SHK and its subsidiaries. Consolidated SHK has been referred to as "Keva" in this Report.

FINANCIAL HIGHLIGHTS

Particulars	Standalone			Consolidated
	2024-25	2023-24	Growth %	2024-25	2023-24	Growth %
Revenue from Operations	1,137.47	940.67	20.92	2,123.40	1,840.83	15.35
Other income	15.96	20.72	(22.97)	23.85	5.86	307.00
EBITDA*	82.17	134.44	(38.88)	297.01	303.25	(2.06)
Finance Costs	18.75	6.82	174.93	49.42	39.77	24.26
Depreciation	26.49	25.70	3.07	94.7	86.06	10.04
Profit before Tax (PBT) before exceptional items from continued operations	52.89	122.64	(56.87)	176.74	183.28	(3.57)
Profit before Tax (PBT) from discontinued operations	-	-	-	(1.07)	(0.98)	9.18
Share of profit in equity accounted investee	-	-	-	(1.38)	-	(100.00)
Exceptional (loss)	(71.39)	-	(100.00)	(60.55)	-	(100.00)
Profit before Tax (PBT) after exceptional items	(18.50)	122.64	(115.08)	113.74	182.30	(37.61)
Taxation	(4.94)	28.31	(117.45)	40.73	58.75	(30.67)
Profit after Tax (PAT)	(13.56)	94.33	(114.38)	73.01	123.55	(40.91)

*excluding other income

BUSINESS REVIEW:

The Directors are pleased to inform that Keva delivered a steady business performance in FY 2024-25. On a consolidated basis, the total revenues from operations during FY 2024-25 grew by 15.4% on a year-on-year basis i.e. from 1,840.83 crore during the previous year to 2,123.40 crore in FY 2024-25. In FY 2024-25, our healthy performance has been driven by sustained demand across segments, with notable traction in the domestic market for both the Fragrance and Flavour divisions. Our core European business also continued to perform well, reinforcing our position in key international markets. Kevas gross margins during the year stood at 43.4% and EBITDA margins were at 14%. The group generated a cash profit of 224.1 crore during the year. PAT in FY 2024-25 stood at 73.01 crore as against 123.55 crore in the previous year, lower by 40.9%. On a standalone basis, the

Company achieved a topline growth of 20.9%. EBITDA stood at

82.17 crore and the net loss after tax stood at 13.56 crore.

The Fragrance segment delivered an improved performance in India registering a growth of 19.1% while overall fragrance business was 13.9% growth in revenues. Flavours segment saw a notable traction in the domestic market. Additionally, domestic Flavours revenues grew by 42.9%.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report forms an integral part of this Report and gives details of the overall industry structure, economic developments, segment-wise overview of business performance, financial overview, outlook, human resources, risks & opportunities, internal control systems and their adequacy.

CORPORATE GOVERNANCE

Your Company is dedicated to aligning its corporate governance practices with appropriate standards of Corporate Governance. The Company has established a well-structured and effective governance framework that ensures compliance with the applicable provisions of the Act and the Listing Regulations. As part of our commitment, a comprehensive report on corporate governance, accompanied by a certificate from the Companys statutory auditors confirming compliance with Listing Regulations, forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As required under Regulation 34 of the Listing Regulations, Business Responsibility and Sustainability Report of the Company for the financial year ended 31 March 2025 forms part of this Annual Report.

DIVIDEND

In accordance with Regulation 43A of Listing Regulations, the Company has formulated a Dividend Distribution Policy, which has been displayed on the website of the Company at https:// keva.co.in/investor-updates/#92-178-policies.

Based on the principles set forth in the Dividend Distribution Policy, the Directors are pleased to recommend a final dividend of Re. 1 per equity share on 13,84,20,801 fully paid-up equity shares of face value of 10/- each (i.e. 10%) for FY 2024-25. The final dividend is subject to the approval of the Members at the 69^th Annual General Meeting ("AGM") and deduction of tax at source.

The final dividend if approved and declared at the AGM will be paid on or after Tuesday, 12 August 2025 within the stipulated timelines in permitted modes to those Members or their mandates whose names appear as Beneficial Owners as at the end of the business hours on Friday, August 01, 2025 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

TRANSFER TO GENERAL RESERVE

During the year under review, no amount has been transferred to the General Reserve of the Company.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

The details relating to unclaimed dividend and unclaimed shares form part of the Corporate Governance Report forming part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for FY 2024-25, are prepared in compliance with applicable provisions of the Act, Indian Accounting Standards and the Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries, as approved by their respective Board of Directors.

SUBSIDIARIES AND ASSOCIATE COMPANY

As on 31 March 2025, the Company had 15 Subsidiaries in India, United Kingdom, the Netherlands, Italy, Singapore, China, Indonesia, United States of America and Germany and 1 Associate Company in India as mentioned hereunder:

- Keva Fragrances Private Limited

- Keva Flavours Private Limited

- Keva Ventures Private Limited

- Amikeva Private Limited (step-down subsidiary)

- Keva UK Ltd. (step-down subsidiary)

- Keva USA Inc.

- Keva Europe B.V.

- Keva Fragrance Industries Pte. Ltd.

- Creative Flavours & Fragrances S.p.A (step-down subsidiary)

- PT SHKKEVA Indonesia (step-down subsidiary)

- Anhui Ruibang Aroma Company Ltd. (step-down subsidiary)

- Keva Italy S.r.l. (step-down subsidiary)

- Provier Beheer B.V. (step-down subsidiary)

- Holland Aromatics B.V. (step-down subsidiary)

- Keva Germany GmbH (step-down subsidiary)

- NuTaste Food and Drink Labs Private Limited (Associate Company)

During the year under review, Keva Germany GmbH became a wholly owned subsidiary of Keva Europe B.V. and that of the Company on 07 May 2024. NuTaste Food and Drink Labs Private Limited ceased to be a subsidiary of Keva Flavours Private Limited and that of the Company and became an Associate of Keva Flavours Private Limited and that of the Company with effect from 25 June 2024.

In accordance with Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries and associate company in prescribed Form AOC - 1 forms part of the Annual Report. The statement also provides details of performance and financial position of each of the subsidiaries.

The Financial Statements of the Company along with the Audited Financial Statements of the subsidiaries are available at the website of the Company at www.keva.co.in and the same are also available for inspection by the Members. Any Member desirous of inspecting the said financial statements or obtaining copies of the same may write to the Company Secretary & Compliance Officer at investors@keva.co.in.

SHARE CAPITAL

During the year under review, the authorized share capital of the Company was 1,71,25,00,000 divided into 15,93,14,500 Equity shares of 10 each and 1,19,35,500 preference shares of 10 each and paid-up share capital was 13,84,20,801 fully paid-up equity shares of face value of 10/- each. There was no change in the share capital during the year. The Company has not issued sweat equity shares or shares with differential voting rights or granted stock options during the year.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

Prior omnibus approval of the Audit Committee is obtained for transactions with related parties which are repetitive in nature. Further, prior approval of the Audit Committee is obtained for related party transactions proposed to be entered by the subsidiary of the Company to which the Company is not a party, exceeding 10% of the annual standalone turnover, as per the last audited financial statements of the subsidiary. A statement on Related Party Transactions specifying the details of the transactions entered pursuant to the omnibus approval granted is reviewed by the Audit Committee on a quarterly basis. Your Companys Policy on Materiality of Related Party Transactions can be accessed at www.keva.co.in. Details of the Related Party Transactions are set out in Notes to the Standalone Financial Statements.

On announcement of half-yearly financial results, details of all related party transactions entered into by the Company and its subsidiaries (on a consolidated basis) are disclosed and filed with the stock exchanges within the prescribed timelines.

Dyring the year, all related party transactions entered into by the Company during the financial year were conducted at an arms length basis and were in the ordinary course of business and in accordance with the provisions of the Act and Rules made thereunder, the Listing Regulations and the Companys policy on Related Party Transactions. No material contracts or arrangements with related parties were entered into during the year under review. A confirmation to this effect as required under section 134(3)(h) of the Act is given in Form AOC-2 annexed as Annexure A to this Report.

DIRECTORS

Mrs. Prabha Vaze (DIN: 00509817), Non-Executive and Non-Independent Director, retires by rotation at the 69^th Annual General Meeting ("AGM") and being eligible, has offered herself for re-appointment. Based on the recommendation of Nomination and Remuneration Committee, the Board has recommended for approval of Members, re-appointment of Mrs. Prabha Vaze as Non-Executive and Non-Independent Director at the AGM.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 16 May 2025, has considered and approved the appointment of Ms. Pallavi Gokhale (DIN: 00036369) as an Additional Director (Non – Executive Non – Independent) of the Company with effect from 01 July, 2025, to hold office upto the date of the AGM of the Company and thereafter, subject to the approval of the Members of the Company, as a Non-Executive and Non-Independent Director liable to retire by rotation.

The five-year tenure of Mr. Kedar Vaze as a Whole-time Director and Group Chief Executive Officer of the Company will conclude on 31 August 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 16 May 2025, has considered and approved the re-appointment of Mr. Kedar Vaze (DIN: 00511325) as Whole-time Director of the Company designated as Whole-time Director & Group Chief Executive Officer for a period of three years from 01 September, 2025 to 31 August, 2028 (both days inclusive) subject to the approval of the Members at the AGM.

Brief Profile of Mrs. Prabha Vaze, Ms. Pallavi Gokhale, Mr. Kedar Vaze and other information in this regard forms part of the AGM Notice.

The Whole-time Director does not receive any remuneration or commission from any of its subsidiaries. None of the Directors of the Company have been disqualified to be a Director of the Company on account of non-compliance with any of the provisions of the Act.

The Independent Directors have been familiarized with the Company, their roles, rights and responsibilities in the Company, etc. The details of the Familiarization Programme are available on the website of the Company at the weblink https://keva.co.in/investor-updates/#92-180-familiarization-programmes. All the Independent Directors have given their declaration of independence as required under Section 149(6) of the Companies Act, 2013. This has been noted by the Board of Directors. In the opinion of the Board, Independent Directors possess relevant expertise and experience (including pro_ciency) and fulfil the conditions specified in the Act, Rules made thereunder and the Listing Regulations and are independent of the management.

BOARD MEETINGS

During the year, 5 (five) Board Meetings were convened and held on 27 May 2024, 13 August 2024, 14 November 2024, 12 February 2025 and 31 March 2025. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company meet without the presence of Executive Director or other Non-Independent Directors. These meetings are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. One such meeting was held during the year on 31 March 2025.

COMMITTEES OF THE BOARD

The Company has constituted following committees in accordance with the requirements of the Act and the Listing Regulations:

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

Details of the above Committees alongwith the terms of reference and meetings held during the year under review are provided in the Corporate Governance Report forming part of this Report.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of the Listing Regulations and the Act, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors, Chairman of the Board and Whole-time Director & Group Chief Executive Officer.

A separate exercise was carried out by the Nomination & Remuneration Committee of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors taking into account the views of the Executive Director and Non-Executive Directors. The performance evaluation of the Executive Director of the Company was carried out by the Chairman of the Board and other Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning, strategy, risk management and compliance. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings, internal controls, quality and appropriateness of disclosure. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

NOMINATION AND REMUNERATION POLICY

The broad objectives of the Nomination and Remuneration Policy are i) to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management; ii) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board; iii) to recommend to the Board on the remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the Nomination and Remuneration Policy are to ensure that:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and Senior Management of the quality required to run the Company successfully;

Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee formulates the criteria for appointment as a Director, Key Managerial Personnel and Senior Management, identifies persons who are qualified to be Directors and nominates candidates for Directorships subject to the approval of Board, evaluates the performance of the individual Directors, recommends to the Board, remuneration to Managing Director / Whole-time Directors, ensures that the remuneration to Key Managerial Personnel, Senior Management and other employees is based on the Companys overall philosophy and guidelines and is based on industry standards, linked to performance of the self and the Company and is a balance of fixed pay and variable pay and recommends to the Board, sitting fees/commission to the Non-Executive Directors.

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management was as per the Nomination and Remuneration Policy of the Company. The Policy is available on the website of the Company at https://keva.co.in/investor-updates/#92-178-policies.

KEY MANAGERIAL PERSONNEL

As on 31 March 2025, the following persons were designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Kedar Vaze – Whole-time Director and Group Chief

Executive Officer

Mr. Rohit Saraogi – EVP and Group Chief Financial Officer and Company Secretary

Mr. Rohit Saraogi (ICSI Membership No. A24225) ceased to be the Company Secretary of the Company with effect from the close of business hours of 30 April 2025. Ms. Deepti Chandratre, Global Legal Counsel (ICSI Membership No. A20759) was appointed as the Company Secretary of the Company with effect from 01 May 2025. Accordingly, she has become a KMP of the Company with effect from 01 May 2025.

Mr. Rohit Saraogi continues to be a KMP of the Company as EVP & Group Chief Financial Officer.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Act the Directors of the Company state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

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

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

Your Companys Auditors, Deloitte Haskins & Sells LLP [holding Registration No. 117366W/W-100018 with the Institute of Chartered Accountants of India (ICAI)] were appointed as the Statutory Auditors at the 65^th Annual General Meeting of the Company held on 10 August 2021 for a term of five years until the conclusion of 70^th Annual General Meeting to be held in 2026.

The Auditors Report on the financial statements of the Company for the financial year ended 31 March, 2025 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act.

COST AUDITORS

As per section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained and audited by the cost auditors.

The Board at its meeting held on 16 May 2025, based on the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates (Firm Registration 00294) as the Cost Auditors of the Company to conduct audit of cost records of the Company for FY 2025-26. A remuneration of 2,40,000/- (Rupees Two Lakhs Forty Thousand only) plus applicable taxes and out-of-pocket expenses has been approved subject to rati_cation of remuneration by Members at the ensuing AGM.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s. Mehta & Mehta, Practicing Company Secretaries, to conduct Secretarial Audit of your Company for FY 2024-25.

The Secretarial Audit Report issued by M/s. Mehta & Mehta for FY 2024-25 is annexed to this Report as Annexure B1 and is self-explanatory. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers that require any clarification or explanation.

Further, pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit of the Unlisted Indian Material Subsidiaries of the Company identified in terms of Regulation 16(1)(c) of the Listing Regulations viz. Keva Fragrances Private Limited and Keva Flavours Private Limited was conducted by M/s. Ferrao MSR and Associates, Practicing Company Secretaries. The Secretarial Audit Reports of Keva Fragrances Private Limited and Keva Flavours Private Limited are annexed to this Report as Annexure B2 and Annexure B3 respectively.

Pursuant to Regulation 24A of the Listing Regulations and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 16 May 2025, has approved the appointment of M/s. Mehta & Mehta, Peer Reviewed Firm of Company Secretaries in Practice (ICSI Firm Registration No. P1996MH007500) as the Secretarial Auditors of the Company for the first term of 5 (five) consecutive years commencing from FY 2025-26 till FY 2029-30, subject to the approval of the Members of the Company at the 69^th Annual General Meeting of the Company. A detailed proposal for appointment of the Secretarial Auditors forms part of the Notice convening this AGM.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has a robust and well-embedded system of internal controls that is commensurate with the nature of business and size and complexity of its operations. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The Company has robust ERP and other IT Systems which are an integral part of internal control framework.

The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit Committee at regular intervals. Further, the Audit Committee also monitors the status of management actions emanating from internal audit reviews.

RISK MANAGEMENT

Management of risk has always been an integral part of the Companys strategy and straddles its planning, execution and reporting processes and systems. Your Company continues to focus on a system-based approach to business risk management.

Keva has a well-defined risk management framework in place and a robust organizational structure for managing and reporting risks. Your Company has constituted a Risk Management Committee ("RMC") to frame, implement and monitor the risk management framework for the Company. Your Company has also formulated a Risk Management Policy to identify risks and mitigate their adverse impact on business and is reviewed by the RMC from time to time. The major risks identified by the businesses and functions are systematically addressed through risk mitigation actions on a continuing basis.

Your Company continues to monitor legal and compliance functions through workflow-based compliance software tool. This tool helps to assist in creating an internal legal risk management monitoring system to assess, monitor, mitigate and manage legal risks and is equipped with a tracking system along with timely reminders for compliances.

The business risks and its mitigation has been reported in detail in the Management Discussion and Analysis Section forming part of this Annual Report.

VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has implemented Vigil Mechanism in the form of Whistle Blower Policy for Directors and Employees to report their genuine concerns about misconduct and actual / potential violations, if any, to the Whistle Officer of the Company.

Pursuant to Section 177 of the Act read with the Rules prescribed thereunder and Regulation 22 of the Listing Regulations, the Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use the Vigil Mechanism and provides for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy can be accessed on the website of the Company at https://keva.co.in/investor-updates/#92-178-policies. During the year under review, no protected disclosure from any Whistle Blower was received by the designated officer.

GOING CONCERN STATUS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and the Companys operations in future.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place, a gender-neutral policy on prevention of sexual harassment at the workplace and a framework for employees to report sexual harassment cases at the workplace and its process ensures complete anonymity and confidentiality of information. An Internal Complaints Committee (ICC) has been constituted in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. On an ongoing basis, the Companys employees and managers are oriented on creating a safe and conducive work culture. During the year under review, no complaints with allegations of sexual harassment were reported.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to contributing positively towards social and economic development of the community as a whole and specifically for the cause of economically, socially and physically challenged groups to support their livelihood.

Your Company has adopted a comprehensive Corporate Social Responsibility Policy ("CSR") that defines the framework for your Companys CSR Programme. The CSR Policy can be accessed on the Companys website at the link: https://keva.co.in/investor-updates/#92-178-policies.

The Company focuses on areas like environmental sustainability, conservation of energy, child education and empowerment, rural development, equipping and upgradation of educational infrastructure with the aim of providing an improved and advanced education system, supporting visually challenged people through perfumery trainings and employability. It also partners in relief operations in case of a natural calamity or disaster.

During the year, the Company has spent 1,88,77,972/- on CSR activities. The Annual Report on CSR activities is annexed as Annexure C to this Report.

CONSERVATION OF ENERGY

Your Company has always considered energy and natural resource conservation as a focus area. The Companys operations involve low energy consumption. The manufacturing facilities of the Company are equipped with hi-tech energy monitoring and conservation systems to monitor usage, minimize wastage and increase overall efficiency at every stage of power consumption. The Company advocates energy efficiency in the course of production, and thereby reduces its carbon footprint.

Some of the measures adopted across the Company for energy conservation are as under:

- Installation of energy efficient LED lights in place of conventional lights

- Installation of solar power generation units at our units

- Use of light sensors for street lights

- Motion sensor for wash room passage

- Use of solid fuel boiler in plant to reduce energy consumption and thereby benefiting low running costs

- Upgradation of briquette-fired boiler to cater full steam requirement

- Recycling of condensate water in distillation & reaction vessels at chemical plant

- Eliminating use of furnace oil in the site, thereby reducing carbon emissions

- Usage of steam jet ejectors in place of water ring vacuum pump to reduce water consumption and e_uent generation

- Usage of _ue gas heat recovery system for energy conservation in boiler

- Steam condensate recovery system for reducing fresh water consumption and energy consumption in boiler

The capital expenditure on energy conservation during the year under review forms part of the Financials and is also mentioned in Business Responsibility and Sustainability Report forming part of Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

An essential part of being a responsible company and employer is ensuring the health and safety of our employees and protecting the environment in which we operate.

Kevas ingredients and extraction facility has been certified with ISO 9001, ISO 14001 and ISO 45000 are also assessed by other Sustainability Assessment platforms like SMETA, EcoVadis and Halal Certification. Our other facilities also have ISO certification for Quality, Environment Management System and the Occupational Health and Safety Management System.

Various EHS initiatives taken by Keva are as under:

- Use of STP-treated water for gardening

- Celebration of Road Safety Week, National Safety Week, Fire Service Week, World Environment Day

- Annual Health Check-up was organized for the employees

- Installation of an alkali scrubber to scrub the fugitive acidic vapour generated during e_uent neutralization

- Using of MEE steam condensate in cooling tower there by saving 4 KLD of fresh water consumption per day.

- Half yearly medical check-up for employees to identify occupational illness cases at preliminary stage and to ensure job allocation as per the employees fitness

- Obtained Silver Medal in the EcoVadis Sustainability assessment

- Reduced the quantity of wastes incinerated by disposing, the incinerable waste, through GPCB approved co processing and pre-processing facilities there by reduced the carbon emission and supported in reduction of fossil fuel consumption

- Systematic training program to create awareness on various EHS and Sustainability related topics

- QR Code based near miss / hazard reporting system for the employees to report the hazards identified

- Installation of closed loop chemical transferring system to avoid emissions to the environment and avoiding human exposure to chemicals

Your Company is sensitive about the health and safety of its employees and has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees.

INNOVATION

Innovation has become one of the most important pillars of Keva. Keva has been putting innovation and technology to work to make its growth journey more meaningful. Kevas Creative Centres at Amsterdam, Jakarta, Mumbai, Singapore, Hamberg and Milan are continuously striving for innovative creations through research activities. Keva has also established a Food Innovation Centre in Mumbai.

Your Companys Innovation and R&D functions work hand in hand for adopting best practices in innovation of the products and continue to focus on development of superior product innovations, renovation of the current portfolio for superior product experience, building analytical excellence and regulatory compliance for the portfolio.

Expenditure on R&D and creative development during the year under review was 41.76 Crores on standalone basis and 89.20 Crores on consolidated basis.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earned in terms of actual inflows during the FY 2024-25 was 171.84 Crores as against 25.85 Crores in FY 2023-24 on a standalone basis. The foreign exchange outgo in terms of actual outflows during the FY 2024-25 was

353.73 Crores as against 142.18 Crores in FY 2023-24 on a standalone basis.

The foreign exchange earned in terms of actual inflows during the FY 2024-25 was 606.23 Crores as against 331.87 Crores in FY 2023-24 on a consolidated basis. The foreign exchange outgo in terms of actual outflows during the FY 2024-25 was

493.81 Crores as against 326.51 Crores in FY 2023-24 on a consolidated basis.

HUMAN RESOURCES

At Keva, we are focused on building an organization which continuously innovates, nurtures and develops talent and HR processes to deliver on the short term and long-term business strategy. Our strength lies within the diverse cultures, backgrounds, skills, and experience of our global team.

Keva maintains a collaborative, inclusive, non-discriminative and safe work culture and provides equal opportunities to all employees. Keva has developed a blended approach for learning and development that caters not only to each stage of an employee life-cycle but is also specific to the requirements of a specific function, business and role demand.

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees as required under section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure D to this Report. Further, for the details of employee remuneration as required under provisions of section 197 of the Act read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members may write to the Company Secretary in this regard at investors@keva.co.in.

As per the provisions of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the said information. If any Members wish to obtain a copy thereof, they may write to the Company Secretary at investors@keva.co.in.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year. The Board acknowledges the contribution of the workers and the employees towards meeting the objectives of the Company.

INFORMATION TECHNOLOGY

In 2025, our robust IT infrastructure continues to be a strategic pillar, driving integration, agility and efficiency across all business functions. At the heart of our operations is our SAP ECC 6.0-powered centralized ERP system enabling seamless coordination across sales, procurement, finance, inventory, production, and logistics.

In product innovation, Cupid 2.0, our integrated fragrance development platform, is now being rolled out to our European teams, enhancing visibility, collaboration, and regulatory compliance across the entire product lifecycle. Alongside this, BMango, our dedicated _avour product development tool, continues to support efficient and structured _avour creation processes across geographies.

A major step forward this year is the rollout of an AI-enabled invoice automation tool. This intelligent system automates invoice booking directly in SAP, improving accuracy, reducing manual intervention and enhancing efficiency. It is currently being deployed in phases across all group entities.

Qlik Sense, our enterprise-wide business intelligence platform, delivers real-time, actionable insights that support fast, data-driven decisions. The rollout to European entities is currently in progress, enabling uni_ed reporting and improved global visibility.

For retail operations, the GOFRUGAL point-of-sale system ensures quick, accurate and seamless customer checkouts while enabling data-driven retail insights to enhance customer experience.

On the infrastructure side, we are advancing towards a virtualized IT environment, designed to optimize resource usage, boost scalability, and strengthen disaster recovery readiness. Alongside this, our cybersecurity framework has been further fortified with next-gen threat detection, real-time monitoring, and periodic security audits—ensuring resilient and secure operations globally.

ANNUAL RETURN

In accordance with the requirements of Section 92(3) of the Act the annual return of the Company in respect of FY 2024-25 has been hosted on the website of the Company at www.keva.co.in.

CONFIRMATIONS

1. There has been no change in the nature of business and capital of the Company during FY 2024-25.

2. There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the period from 1 April 2024 to 31 March 2025 and the date of this Boards Report.

3. The Company is fully compliant with the applicable Secretarial Standards (SS) issued by Institute of Company Secretaries of India viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

4. There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

5. There was no instance of one-time settlement of loan obtained from the Banks or Financial Institutions.

6. The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

7. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENTS

Your directors place on record their appreciation of the continued support extended during the year by the Companys customers, employees, business associates, suppliers, bankers, investors and government authorities. Your Directors would also like to thank all their shareholders for their continued faith in the Company and its future.

	For and on behalf of the Board of Directors
	Ramesh Vaze	Kedar Vaze
	Director & Chairman of Board	Whole-time Director & Group
Place: Mumbai	DIN: 00509751	Chief Executive Officer
Date: 16 May 2025		DIN: 00511325