Directors Report of S H Kelkar & Company Ltd.

Mar 31, 2025

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¬
enactments) 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)

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. Keva''s 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 Company''s
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 [e-mail].

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
Company''s 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
arm''s 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 Company''s
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
proficiency) 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 BOARD''S 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 Company''s 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/i nvestor-
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 Company''s 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 Auditor''s 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 ratification 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
Company''s 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 Company''s 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 Company''s 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
Company''s CSR Programme. The CSR Policy can be accessed on
the Company''s website at the link: https://keva.co.in/i nvestor-
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 Company''s 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
effluent generation

- Usage of flue 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.

Keva''s 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 effluent 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 employee''s 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. Keva''s 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 Company''s 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

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.

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 [e-mail].

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 [e-mail].

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 flavour product development tool,
continues to support efficient and structured flavour 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 unified 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 Board''s 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
Company''s objectives, projections, estimates and expectations,

ACKNOWLEDGEMENTS

Your directors place on record their appreciation of the
continued support extended during the year by the Company''s
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

---

Mar 31, 2024

Your Directors are pleased to present 68^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 2024.

In compliance with the applicable provisions of the Companies Act, 2013 (the Act) (including any statutory modification(s) or reenactments) 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 2023-24 and upto the date of the Board Meeting held on 27 May 2024 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 & BUSINESS REVIEW

Financial Highlights:

('' in Cr)

Particulars	Standalone			Consolidated
	2023-24	2022-23	Growth %	2023-24	2022-23	Growth %
Sales	928.58	868.30	6.94	1,921.74	1676.90	14.60
Other operating income	12.09	11.37	6.33	8.25	9.62	(14.24)
EBITDA	155.16	139.05	11.59	312.87	229.13	36.55
Finance Costs	6.82	4.95	37.78	41.26	23.89	72.71
Depreciation	25.70	27.32	(5.93)	89.31	80.45	11.01
Profit before Tax (PBT) before exceptional items	122.64	106.78	14.85	182.30	124.79	46.09
Share of profit in equity accounted investee	-	-	-	-	(0.16)	100.00
Profit before Tax (PBT) after exceptional items	122.64	76.59	60.13	182.30	104.36	74.68
Taxation	28.31	24.42	15.93	58.75	41.41	41.87
Profit after Tax (PAT)	94.33	52.17	80.81	123.55	62.95	96.27

Business Review:

The Directors are pleased to inform that Keva delivered a steady business performance in FY 2023-24. On a consolidated basis, the total revenues from operations during FY 2023-24 grew by 14.4% on a year-on-year basis i.e. from H 1,686.52 crore during the previous year to H 1,929.99 crore in FY 2023-24. In FY 202324, our healthy performance has been driven by contributions from new accounts, the recovery of business from mid-sized SME''s including e-commerce & start-up companies, and healthy traction in exports. Additionally, our Core Europe segment has delivered healthy growth during the period. Keva''s gross margins during the year stood at 43.8% and EBITDA margins were at 16.2%. EBITDA was higher 36.5%. The group generated a cash profit of H 219.76 crore during the current year.

PAT in FY 2023-24 stood at H 123.55 crore as against H 62.95 crore in the previous year, higher by 96.3%

On a standalone basis, the Company achieved a topline growth of 6.94%. EBITDA stood at H 155.16 Cr and the net profit was H 94.33 Cr.

The fragrance division delivered an improved performance in India registering a growth of 14% while overall fragrance business was 15.3% growth in revenues. The Company saw improved wins from existing and new large and mid-sized FMCG customers in the domestic markets Global MNC(HUL).

Flavour segment saw a robust revival in the international markets, driven by engagement with existing customer. Additionally, domestic Flavour revenues grew by 14.8%.

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 align its corporate governance practices with appropriate standards of Corporate Governance. We have implemented a robust corporate governance system that ensures compliance with the provisions of the Act and Listing Regulations. As part of our commitment, a comprehensive report on corporate governance, accompanied by a certificate from our 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 March 31,2024 forms part of this Annual Report.

DIVIDEND

In accordance with Regulation 43A of Listing Regulations, 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 parameters enunciated in the Dividend Distribution Policy , the Board of Directors on 29 March 2024, declared an interim dividend of 7.5% i.e. 0.75 Paise per equity share on 13,84,20,801 fully paid-up equity shares of face value of H 10/- each for the financial year 2023-24. The dividend was paid to members whose names were furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners on 12 April 2024.

The Board recommends that the said interim dividend be declared as final dividend for the financial year 2023-24 subject to approval of the shareholders at the ensuing Annual General Meeting.

The list of unpaid dividend declared upto the financial year 2023-24 is available on Company''s website www.keva.co.in. Shareholders are requested to check the said list and if any dividend due to them remains unpaid/unclaimed in the said list, they can approach the Company.

TRANSFER TO GENERAL RESERVE

During the year under review, no amount has been transferred to 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 forms part of the Corporate Governance Report forming part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2023-24, 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

As on 31 March 2024, the Company had subsidiaries in India, United Kingdom, the Netherlands, Italy, Singapore, China, Indonesia and United States of America as mentioned hereunder:

• Keva Fragrances Pvt. Ltd.

• Keva Flavours Pvt. Ltd.

• Keva Ventures Pvt. Ltd.

• NuTaste Food and Drink Labs Pvt. Ltd. (step-down subsidiary)

• Amikeva Pvt. Ltd. (step-down subsidiary)

• Keva UK Ltd. (step-down subsidiary)

• Keva USA Inc. (incorporated on 28 February 2024)

• Keva Europe BV

• Keva Fragrance Industries Pte. Ltd.

• Creative Flavours & Fragrances SpA (step-down subsidiary)

• PT SHKKEVA Indonesia (step-down subsidiary)

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

• Keva Italy Srl (step-down subsidiary)

• Provier Beheer BV (step-down subsidiary)

• Holland Aromatics BV (subsidiary of step-down subsidiary)

The following key developments took place with regard to Subsidiaries of the Company:

• During the reporting period, Keva Fragrances Private Limited, Keva Flavours Private Limited, Keva Europe BV and Creative Flavours and Fragrances SpA, Italy are the material subsidiaries of the Company in terms of Listing Regulations.

• National Company Law Tribunal, Mumbai on 18 May 2023 passed an order for approval of merger of VN Creative

Chemicals Private Limited with Keva Fragrances Private Limited. The appointed date of merger was 01 April 2022 and effective date was 30 May 2023.

• NuTaste Food and Drink Labs Private Limited for the purpose of expansion of its business, has set up a new unit in Manesar to expand and strengthen its Nutrition business.

• Keva Europe BV - wholly owned subsidiary on 12 October 2023 acquired the balance 19% equity stake of Provier Beheer BV. With the completion of this acquisition, Provier Beheer BV is now a wholly-owned subsidiary of Keva Europe BV.

• The Company on 25 October 2023 made an additional investment of Euro 49,99,997.63/- in its wholly-owned subsidiary, Keva Europe BV by subscribing to 1,392,757 Equity Shares of nominal value of Euro 1 each.

• On 2 January 2024, Mr. Dhiren Kanwar was appointed as the Chief Executive Officer of Keva Flavours Private Limited, a material wholly-owned subsidiary.

• On 24 January 2024, Mr. Deepak Raj Bindra, Independent Director of the Company was appointed as a Director of Creative Flavours and Fragrances SpA (CFF), a material subsidiary and Mr. Mark Elliott, Independent Director, retired as a Director from CFF.

• Keva USA Inc., a wholly owned subsidiary Company, has been incorporated on 28 February 2024 in the United States of America and the Company is in the process of subscribing to Equity Shares of nominal value of USD 1 each.

• Keva Flavours Private Limited - wholly owned subsidiary on 21 March 2024 transferred 800 shares held in NuTaste Food & Drink Labs Private Limited to Mr. Manu Bajaj -Director of NuTaste Food & Drink Labs Private Limited.

• As part of Company''s 3I 3C strategy and to open up new growth opportunity with Global Customers, PT SHKKEVA Indonesia''s factory has been operational from 20 March 2024.

In compliance with IND AS 110, your Company has prepared its Consolidated Financial Statements, which forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the subsidiary companies in the prescribed Form AOC - 1 forms part of the Consolidated Financial Statements and is annexed to this Report as Annexure A. The Audited Financial Statements of the subsidiary companies will be available to any Member seeking such information at any point of time. The Financial

Statements of the Company along with the Audited Financial Statements of the subsidiaries will be available at the website of the Company, www.keva.co.in, and kept open for inspection at the registered office of the Company.

SHARE CAPITAL

During the year under review, the authorized share capital of the Company was H 1,71,25,00,000 divided into 15,93,14,500 Equity shares of H 10 each and 1,19,35,500 preference shares of H 10 each and paid-up share capital was 13,84,20,801 fully paid-up equity shares of face value of H 10 each. There was no change in the share capital during the year. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity 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 Companies Act, 2013 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 Companies Act, 2013 are given in the notes to the Financial Statements. The Company has granted loans, provided guarantee and made investment in its wholly owned subsidiary(ies) and other body corporates for their business purpose.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year were conducted at arm''s length and were in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, Listing Regulations and Company''s policy on Related Party Transactions. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable.

During the year, the Audit Committee had granted an omnibus approval for transactions, which were repetitive in nature for one financial year. The Audit Committee on a quarterly basis reviewed all such omnibus approvals. All related party transactions were placed in the meetings of the Audit Committee and the Board of Directors for the necessary review and approval. In case of transactions which are unforeseen, the Audit Committee grants approval to enter into such unforeseen transactions provided that the value of a single transaction does not exceed the limit of H 1 crore. Your Company''s policy for transactions with the

related party which was reviewed by the Audit Committee and approved by the Board, and can be accessed at www.keva.co.in. Details of Related Party Transactions are set out in Notes to the Standalone Financial Statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the report on related party transactions with the Stock Exchanges within statutory timelines.

DIRECTORS

Mr. Ramesh Vaze (DIN: 00509751), Non-Executive NonIndependent Director, retires by rotation at the 68^th Annual General Meeting (AGM) and being eligible has offered himself for re-appointment. Based on the recommendation of Nomination and Remuneration Committee, the Board has recommended for approval of Members, re-appointment of Mr. Ramesh Vaze as Non-Executive Non-Independent Director at the ensuing AGM. Brief Profile and other information in this regard forms part of AGM Notice.

Members at the 67^th AGM of the Company approved re-appointment of Mrs. Prabha Vaze (DIN: 00509817) as Non-Executive Non-Independent Director.

The Members of the Company through Postal Ballot approved re-appointment of Mr. Shrikant Oka as an Independent Director of the Company for a term of 5 (five) years commencing from 25 May 2023.

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 Companies Act, 2013. The Independent Directors have been familiarised 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 www.keva.co.in. 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 proficiency) and fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.

BOARD MEETINGS

During the year, 6 (six) Board Meetings were convened and held on 30 May 2023, 07 August 2023, 07 September 2023, 03 November 2023, 07 February 2024 and 29 March 2024. 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 Companies Act, 2013 and the Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company meet without the presence of Executive Director and other Non-Independent Directors. The meeting is conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of NonIndependent 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 29 March 2024.

COMMITTEES OF THE BOARD

The Company has constituted various Board level committees in accordance with the requirements of Companies Act, 2013. The Board has the following committees as under:

• Audit Committee

• Nomination & Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

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

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Corporate Governance requirements as prescribed by Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors. A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Executive Directors of the Company. This was followed by a Board Meeting that discussed the performance of the Board, its Committees and individual 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 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 Company''s 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 terms of reference of the Policy are outlined in the Corporate Governance Report and the Policy is available on the website of the Company at https://keva.co.in/investor-updates/#92-178-policies.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on 31 March 2024 are as follows:

• Mr. Kedar Vaze - Whole Time Director and Group Chief Executive Officer

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, 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 profit 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 Company''s Auditors, M/s. 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. There has been an internal rotation among the Partner of Deloitte and accordingly, Ms. Falguni Bhor, (Membership No. 111787) will now represent as a partner of Deloitte from financial year 2023-24.

The Auditor''s Report on the financial statements of the Company for the financial year ended March 31, 2024 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

During the year under review, in accordance with Section 148(1) of the Companies Act, 2013, the Company has maintained the accounts and cost records, as specified by the Central Government. Such accounts and cost records are subject to audit by M/s. Kishore Bhatia & Associates, Cost Auditors of the Company for the Financial Year 2023-24. During the year under review, the Cost Auditor has not reported any qualification in the Cost Audit Report.

The Board at its meeting held on 27 May 2024, 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 Cost Audit of cost records of the Company for the FY 2024-25. A remuneration of H 2,20,000/-(Rupees Two Lakhs Twenty Thousand only) plus applicable taxes and out-of-pocket expenses has been approved subject to ratification of remuneration by Members at 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 the Financial Year 2023-24.

The Secretarial Audit Report issued by M/s. Mehta & Mehta, for the Financial Year 2023-24 is annexed to this Report as Annexure B is self-explanatory.

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 Report of the afore-mentioned Unlisted Indian Material Subsidiaries issued by the Secretarial Auditor does not contain any qualifications, reservations, adverse remarks, or disclaimers that require any clarification or explanation. The Secretarial Audit Report of such Unlisted Indian Material Subsidiaries is available on the website of the Company at www.keva.co.in.

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 Company''s 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 (''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.

The Board at its meeting held on 07 September 2023 reviewed the policy and decided to amend the same to align its scope with the existing terms of reference of the RMC.

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 Company''s 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, Keva''s 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.

STOCK APPRECIATION RIGHTS SCHEME

In terms of (SEBI Share Based Employees Benefits) Regulations, 2014 as amended from time to time including the amendment

of 2021 (''SEBI SBEB Regulations''), the Nomination and Remuneration Committee of the Board, inter alia, administered and monitered the SH Kelkar Stock Appreciation Rights Scheme, 2017 (''Scheme'') of your Company.

During the year under review, the Nomination and Remuneration Committee and Board of Directors alongwith the management of the Company evaluated the scheme and came to a conclusion to shelve off the Scheme since the purpose of the Scheme - stock appreciation was not getting served, given the market price being below acquisition price. Accordingly, all the shares, i.e. 32,45,768 equity shares held by the Trust were sold in August 2023.

The disclosures in compliance with SEBI SBEB Regulations, and Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure C.

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 that defines the framework for your Company''s CSR Programme. The CSR Policy can be accessed on the Company''s 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 H 1.41 crore on CSR activities. The Annual Report on CSR activities is annexed as Annexure D to this report.

CONSERVATION OF ENERGY

Your Company has always considered energy and natural resource conservation as a focus area. The Company''s 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 effluent generation

• Usage of flue 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 are 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 the health and safety of our employees and the protection of the environment in which we operate.

Keva''s 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 effluent neutralization

• Usage 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 employee''s fitness

• 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. Keva''s Creative Centres at Amsterdam, Jakarta, Mumbai, Singapore and Milan (CFF) are continuously striving for innovative creations through research activities. Keva has also established a Food Innovation Centre in Mumbai.

Your Company''s 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 H 33.29 Crores on standalone basis and H 60.43 Crores on consolidated basis.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earned in terms of actual inflows during the financial year 2023-24 was H 25.85 Crores as against H 79.45 Crores in financial year 2022-23 on a standalone basis. The foreign exchange outgo in terms of actual outflows during the

financial year 2023-24 was H 142.18 Crores as against H 183.50 Crores in financial year 2022-23 on a standalone basis.

The foreign exchange earned in terms of actual inflows during the financial year 2023-24 was H 331.87 Crores as against H 406.40 Crores in financial year 2022-23 on a consolidated basis. The foreign exchange outgo in terms of actual outflows during the financial year 2023-24 was H 326.51 Crores as against H 413.48 Crores in financial year 2022-23 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 Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E to this Report. Further, for the details of employee remuneration as required under provisions of section 197 of the Companies Act, 2013 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 [e-mail].

As per the provisions of Section 136 of the Companies Act, 2013, the report and Audited Standalone and Consolidated Financial Statements along with the Auditors'' Report thereon are being sent to the Members and others entitled thereto, excluding the said information. If any Member wishes to obtain a copy thereof, may write to the Company Secretary in this regard at investor@ 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

Our advanced IT infrastructure is key to our success, enhancing efficiency across all business functions. Our SAP-powered centralized ERP system integrates critical areas such as sales, procurement, finance, inventory management, and logistics, ensuring seamless coordination. QLIK SENSE, our business intelligence tool, provides real-time data analytics for swift and accurate decision-making. We also use Cupid 2.0 and BMango to digitalize the product development lifecycle, improving project visibility and efficiency. DarwinBox, our comprehensive HR platform, gives our global workforce real-time access to essential HR information, supporting them wherever they are. For retail operations, the GOFRUGAL point-of-sale application ensures fast and efficient checkouts, enhancing the customer experience. To protect our IT infrastructure and data, we have robust cybersecurity measures, including threat detection, regular security audits, and continuous monitoring. Our commitment to security ensures a safe operating environment and instils confidence in our stakeholders.

ANNUAL RETURN

In accordance with the requirements of Section 92(3) of the Companies Act, 2013, the annual return of the Company in respect of FY 2023-24 has been hosted on the website of the Company at https://keva.co.in/investor-updates/#92-226-fy-2023-2024-annual-reports-annual-reports

CONFIRMATIONS

1. There has been no change in the nature of business and capital of the Company during the Financial Year 2023-24.

2. There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the period from 01 April 2023 to 31 March 2024 and the date of this Board''s Report except that a fire incident occurred at Company''s Vashivali facility, located in Maharashtra, India, on 23 April 2024. There was no loss of human life, and the safety of all personnel was ensured. The Company has taken adequate insurance cover against the loss/damage caused by such incident. In line with the Company''s Business Continuity Plan, the Company shifted its fragrance production to other manufacturing sites & packing areas to ensure continuity of the business without any interruption.

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.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company''s 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 Company''s 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 of S H KELKAR AND COMPANY LIMITED

CIN: L74999MH1955PLC009593

Ramesh Vaze Kedar Vaze

Director & Chairman of the Board Whole-Time Director &

Mumbai DIN: 00509751 Group Chief Executive Officer

27 May 2024 DIN: 00511325

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Mar 31, 2022

Your Directors take pleasure in presenting their 66^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 2022.

In compliance with the applicable provisions of Companies Act, 2013 (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) Regulation, 2015, this report covers the financial performance and other developments during the financial year 2021-22 and upto the date of the Board Meeting held on 25 May 2022 to approve this report in respect of SHK on a standalone basis as well as SHK on a consolidated basis comprising of SHK, its subsidiaries and joint venture. Consolidated SHK has been referred to as "Keva" in this report.

FINANCIAL HIGHLIGHTS & BUSINESS REVIEW Financial Highlights:

('' in Cr)
Particulars		Standalone			Consolidated
2021-22		2020-21	Growth %]	2021-22	2020-21	Growth %
Sales	802.26	756.13	6	1559.60	1315.12	19
Other operating income	4.63	4.88	(5)	4.59	6.83	33
EBITDA	97.69	133.68	(27)	232.14	259.34	(10)
Royalty Expense	17.41	15.72	11	-	0.29	(100)
Finance Costs	3.91	6.28	(38)	16.18	17.07	(5)
Depreciation	27.68	27.63	-	71.77	61.51	17
Profit before Tax (PBT) before exceptional items	66.10	99.77	(34)	144.19	180.76	(20)
Share of profit in equity accounted investee	-	-	-	0.03	0.24	(88)
Profit before Tax (PBT) after exceptional items	66.10	99.77	(34)	132.26	193.50	32
Taxation	23.61	20.06	18	-17.16	49.53	135
Profit after Tax (PAT)	42.49	79.71	(47)	149.42	143.97	4

Business Review:

The Directors are pleased to inform that Keva delivered a steady business performance in FY 2021-22. On a consolidated basis, the total revenues from operations during FY 2021-22 grew by 19% on a year-on-year basis i.e. from '' 1,315.12 crore during the previous year to '' 1,559.6 crore in FY 2021-22. In FY 2021-22, on account of performance of Creative Flavours and Fragrances SpA, on a like-for-like basis, revenues grew by 9% year-on-year. On the profitability front, Keva''s prudent inventory management in addition to better product mix enabled it to maintain margins at a healthy level despite the global supply chain and raw material inflation issues, particularly in the second half of the fiscal. Keva''s gross margins during the year stood at 41% and EBITDA margins were at 15%. EBITDA was lower by 10%

In the last eight quarters, Keva has consistently delivered steady gross margins within the range of 39% to 44%. This indicates the financial efficiency and stability of Keva''s business model. Profit after tax (PAT) during the year stood at '' 149.42 crore.

Excluding exceptional gain and loss in FY 2021-22 and FY 202021, respectively, PAT in FY 2021-22 stood at '' 161.34 crore as against '' 131.47 crore in the previous year, higher by 23% year-on-year. During the year, the Company''s debt increased owning to the acquisitions done by the Company pursuant to which the debt equity ratio stood at 0.5X.

On a standalone basis, the Company achieved a topline growth of 6%. EBITDA stood at '' 97.69 Cr and the net profit was '' 42.49 Cr.

The fragrance division delivered an improved performance with fragrance business reporting a healthy growth of 17.97% in revenues. The Company saw improved wins from existing and new large and mid-sized FMCG customers in the domestic markets. In addition, normalisation in demand across domestic and international markets assisted growth. Higher operating leverage resulted in improved profitability.

The flavours division reported a stable performance during the year with an improvement of 14.4% on like-to-like basis in

revenues. The division witnessed steady offtake in domestic and international markets. Margins during the year remained at healthy levels.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business in India and abroad, risk management systems and other material developments during the year under review.

CORPORATE GOVERNANCE

Your Company is committed to benchmarking itself with global standards of Corporate Governance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance.

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company confirming corporate governance requirements as stipulated under the Listing Regulations form an integral part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Your Company strives to create value for all stakeholders whilst growing responsibly and sustainably. A detailed information on the initiatives of the Company as enunciated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011 is provided in the Business Responsibility Report, a copy of which will be available on the Company''s website www.keva.co.in. For Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations, kindly refer to Business Responsibility Report section which forms part of this Annual Report.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 7.5% i.e. '' 0.75/- per equity share on 13,84,20,801 fully paid-up equity shares of face value of ''10/- each for the financial year 2021-22.

The list of unpaid dividend declared upto the financial year 2020-21 is available on Company''s website www.keva.co.in. Shareholders are requested to check the said list and if any dividend due to them remains unpaid in the said list, can approach the Company for release of their unpaid dividend.

TRANSFER TO GENERAL RESERVE AND CAPITAL REDEMPTION RESERVE

During the year under review, no amount has been transferred to General Reserve of the Company. Company transferred an amount of '' 2.90 crore to Capital Redemption Reserve on Buyback.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there was no unpaid/unclaimed dividend that was required to be transferred to the Investor Education and Protection Fund (IEPF) Authority of the Central Government of India.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2021-22, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiary / joint venture companies, as approved by their respective Board of Directors.

SUBSIDIARIES AND JOINT VENTURES

As on 31 March 2022, the Company had subsidiaries and joint ventures in India, United Kingdom, the Netherlands, Italy, Singapore, China and Indonesia as mentioned hereunder:

Keva Fragrances Pvt. Ltd.

Keva Flavours Pvt. Ltd.

Keva Ventures Pvt. Ltd.

Creative Flavours & Fragrances S.p.A, Italy

(step-down subsidiary)

CFF Labs Srl, , Italy (step-down subsidiary)

CFF Commerciale Srl, Italy (step-down subsidiary)

Keva UK Ltd., United Kingdom

Keva Europe BV, the Netherlands

Keva Fragrance Industries Pte. Ltd., Singapore

V N Creative Chemicals Pvt. Ltd. (step-down subsidiary)

NuTaste Food and Drink Labs Pvt. Ltd. (step-down subsidiary)

Amikeva Pvt. Ltd. (step-down subsidiary)

PFW Aroma Ingredients B.V., the Netherlands (step-down subsidiary)

PT SHKKEVA Indonesia, Indonesia (step-down subsidiary)

Anhui Ruibang Aroma Company Ltd, China (step-down subsidiary)

Keva Italy Srl, Italy (step-down subsidiary)

Nova Fragranze Srl, Italy (step-down subsidiary)

Provier Beheer BV, Netherlands (step-down subsidiary)

Holland Aromatics BV, Netherlands (subsidiary of step-down subsidiary)

Purandar Fine Chemicals Pvt. Ltd. (Joint Venture)

April 07, 2021. Purusant to the said agreement, Keva Italy and CFF have acquired 28% and 42% equity stake of Nova during the year. Nova is an Italy-based company specialized in the fragrance development and marketing with focus on premium customers in hair care/beauty care segments.

This value-accretive and synergistic acquisition is in-sync with Keva''s growth strategy to expand its addressable market in Italy and Europe, expand its product offerings and diversify into newer high-margin product segments. This acquisition will further strengthen Keva''s business capabilities and enhance its position in the global fragrance industry.

Holland Aromatics B.V.:

During the year, the Company, through Keva Europe B.V., wholly owned subsidiary, has acquired 62% stake in Holland Aromatics B.V., a leading fragrance company in the Netherlands. Holland Aromatics B.V. has presence in Europe, Middle East and Asia. The acquisition was done by acquiring 62% stake of Provier Beheer B.V., holding company of Holland Aromatics B.V. domiciled in the Netherlands. The remaining stake of 38% would be acquired in two tranches in a span of two years, consideration for which would be linked to the performance of Holland Aromatics B.V.

Keva''s entry into Europe through acquisition of Creative Flavours & Fragrancs SpA (Italy) in 2018 coupled with establishment of Creative Development Centre in Amsterdam has enabled Keva broaden its consumer understanding and geographical reach in a highly penetrated European fragrance market. The acquisition of Holland Aromatics B.V is in line with Keva''s aspiration to be a global company thereby expanding its geographical presence to cater to upcoming Northern Europe requirement.

NuTaste Food and Drink Labs Private Limited:

During the year, the Company, through its wholly owned subsidiary, Keva Flavours Private Limited, has acquired 100% equity stake in NuTaste Food and Drink Labs Private Limited, India ("NuTaste"). Incorporated in year 2006 as a subsidiary of Fuerst Day Lawson Ltd. UK, NuTaste has presence throughout India. NuTaste is in the business of premium grade ingredients and products to the fast growing food and beverage companies with focus on taste and nutrition, natural ingredients and extracts, nutraceuticals etc.

The acquisition accelerates the momentum of Keva''s flavour business. It will enable Keva to expand further into the high-potential flavour categories such as syrups, sauces, seasonings, fruit preps and other such premium grade products. The acquisition further brings on-board a solid and reputed customer base across the fast-growing FMCG & QSR space. Overall, the combined capabilities of NuTaste and Keva will add scale, provide cross-selling opportunities, and accelerate growth, going forward.

A statement containing the salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is appended as Annexure A to this Report. The financial statements of the subsidiaries are available on the website of the Company viz. www.keva.co.in.

The following key developments took place with regards to Subsidiaries and Joint Ventures of the Company:

Keva Fragrances Private Limited, Keva Flavours Private Limited and Creative Falvours and Fragrances SpA are the material subsidiaries of the Company in terms of Listing Regulations.

Keva Italy Srl (''Keva Italy'') and Creative Flavours and Fragrances SpA (''CFF'') subsidiaries of the Company, entered into an agreement on 07 April 2021 for acquisition of 70% equity stake of Nova Fragranze Srl, Italy (''Nova''). Pursuant to the said agreement, Keva Italy acquired 28% and CFF acquired 42%. In due course, CFF also acquired Keva Italy''s 28% stake in Nova. As on date, CFF holds the entire 70% of Nova and therefore, Nova is a wholly owned subsidiary of CFF.

The Company, through Keva Chemicals Pvt. Ltd., step-down subsidiary of the Company, had acquired Fragrance Encapsulation Technology from Tanishka Fragrance Encapsulation Technologies LLP ("TFET LLP") in April 2017. During the year under review, TFET LLP''s name has been struck off from the Register of LLPs and this, the said LLP stands dissloved from 01 November 2021.

During the year under review, Company incorporated a new company - Keva Ventures Private Limited (wholly owned subsidiary of S H Kelkar and Company Limited) to venture into new product line in F&F basis. Keva Ventures Private Limited acquired Amikeva Private Limited in February 2022 to venture into celebrity fine fragrance business development.

Keva Flavours Private Limited acquired 100% equity stake of NuTaste Food and Drink Labs Private Limited (''NuTaste'') in January 2022.

During the year, Keva Europe BV - wholly owned subsidiary acquired 62% of Provier Beheer BV, holding company of Holland Aromatics BV - a leading fragrance Company in Netherlands.

ACQUISITIONS

Nova Fragranze Srl:

As the Members are aware, Keva Italy S.r.l. ("Keva Italy"), Italy and Creative Flavours & Fragrances S.p.A. ("CFF"), Italy, subsidiaries of the Company had entered into an agreement for acquisition of 70% equity stake of Nova Fragranze S.r.l. ("Nova"), Italy on

Amikeva Private Limited:

During the year, the Company''s wholly owned subsidiary, Keva Ventures Private Limited, acquired 100% equity stake in Amikeva Private Limited (''Amikeva'') formed to foray into development and marketing of fine fragrances basis emerging trends in European markets and curate new product profile for consumer delight.

Amikeva has been formed by the promoter group of the Company in July 2021 with a share capital of '' 2 lakhs to venture into fine fragrance business in line with Keva''s strategy.

SHARE CAPITAL

During the year under review, the Company through tender offer route has bought back 29,00,000 fully paid-up equity shares of '' 10/- each of the Company at a price of '' 210/- per equity share representing 9.64% and 6.65% of the fully paid-up equity share capital and free reserves as per the audited standalone and consolidated financial statements of the Company for the financial year ended 31 March 2022. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

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 Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are placed before the Audit Committee for its approval. During the year under review, the Audit Committee approved transactions through the omnibus mode in accordance with the provisions of the Act and Listing Regulations. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure B to this Report.

DIRECTORS

In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Ramesh Vaze will retire by rotation in the forthcoming Annual General Meeting and will be considered for re-appointment because of his eligibility. Brief resume and other details of Mr. Ramesh Vaze, who is proposed to be re-appointed as a Director of your Company, have been

furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Mr. Jairaj Purandare ceased to be an Independent Director of the Company with effect from 19 February 2022 pursuant to completion of his tenure as per the provisions of the Act and relevant provisions of the Listing Regulations. Mr. Amit Dalmia stepped down as Non - Executive Director of the Company on 17 May 2022 on account of his other professional commitments. The Board places on record its appreciation for the guidance and support provided by Mr. Jairaj Purandare and Mr. Amit Dalmia during their tenure with the Company.

Mr. Deepak Raj Bindra and Mr. Vasant Gujarathi were appointed as Independent Directors of the Company for a term of five years from 15 December 2021 and 20 February 2022. Mr. Mark Elliott was re-appointed as an Independent Director for second term of three years from 15 December 2021. The aforementioned appointment/re-appointments of the Independent Directors were approved by the members of the Company through Special Resolution passed on 04 December 2021 by way of Postal Ballot.

Ms. Neela Bhattacherjee has been appointed as an Additional Independent Director at the Board Meeting held on 25 May 2022, with effect from 25 May 2022. As per the provisions of Section 160 of the Companies Act, your Company has received a notice from a member specifying their intention to propose the appointment of Ms. Neela Bhattacherjee as Director in the forthcoming AGM.

The Whole-time Director does not receive any remuneration or commission from any of its subsidiaries. None of the Directors of the Company has been disqualified to be a Director of the Company on account of non-compliance with any of the provisions of the Companies Act, 2013. The Independent Directors have been familiarised 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 www.keva.co.in. 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 fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.

BOARD MEETINGS

During the year, 7 (seven) Board Meetings were convened and held on 27.05.2021, 06.08.2021, 24.08.2021, 29.10.2021, 14.12.2021, 07.02.2022 and 24.03.2022. 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 Companies Act, 2013 and Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company meet without the presence of the Managing Director or 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 24 March 2022.

COMMITTEES OF THE BOARD

The Company has constituted various Board level committees in accordance with the requirements of Companies Act, 2013. The Board has the following committees as under:

Audit Committee

Nomination & Remuneration Committee Corporate Social Responsibility Committee Stakeholders'' Relationship Committee Risk Management Committee

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

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Corporate Governance requirements as prescribed by Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors. A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Executive Directors of the Company. This was followed by a Board Meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. 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; c) to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the 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 Company''s 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 has been paid as per the Nomination and Remuneration Policy of the Company. The policy may be accessed on the website of the Company at www.keva.co.in.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on 31 March 2022 are as follows:

Mr. Kedar Vaze - Whole Time Director and Group Chief Executive Officer

Mr. Rohit Saraogi - Executive Vice President and Group Chief Financial Officer

Ms. Deepti Chandratre - Company Secretary & GM - Legal

Ms. Deepti Chandratre ceased to be Company Secretary & GM - Legal of the Company on 30 April 2022. Consequent upon her cessation, Mr. Rohit Saraogi has been redesignated as EVP Group Chief Financial Officer and Company Secretary of the Company with effect from 25 May 2022.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith 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 profit 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 this 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 system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

Your Company''s 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 forms part of the Annual Report. The same is unqualified and when read with notes on financial statements, is selfexplanatory, and hence, does not call for any further comments under Section 134 of the Companies Act, 2013.

COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Kishore Bhatia & Associates, Cost Accountants, have been appointed as the Cost Auditors of the company for financial year 2022-23. In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained by the Company. Further, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by members at the ensuing annual general meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Mehta & Mehta, Practising Company Secretaries, were appointed to conduct Secretarial Audit of your Company during FY 2021-22.

The Secretarial Audit Report for the financial year ended 31 March 2022 is unqualified and annexed herewith as Annexure C to this Report.

INTERNAL CONTROL SYSTEMS

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 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 Company''s 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. There is a Risk Management Policy in place that is reviewed by the Risk Management Committee from time to time. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Your Company continues to monitor legal and compliance functions through workflow based compliance software tool ''LRMS''. LRMS 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 alongwith timely reminders for compliances. This tool enables compliances to be made and tracked by factories and offices of your Company across the country.

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 Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI Listing Regulations has been implemented by the Company through the Whistle Blower Policy. The Policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy may be accessed on the website of the Company at www.keva.co.in. 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 Company''s 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 workplace and framework for employees to report sexual harassment cases at 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, Keva''s employees and managers are oriented on creating a safe and conducive work culture. During the year, no complaints with allegations of sexual harassment were reported.

STOCK APPRECIATION RIGHTS SCHEME

In terms of SEBI (Share Based Employee) Benefits Regulations, 2014, as amended from time to time, the Nomination and Remuneration Committee of the Board, inter alia, administers and monitors the SH Kelkar Stock Appreciation Rights Scheme, 2017 of your Company.

Your Company had lent '' 75 Crore to SH Kelkar Employee Benefit Trust ("Trust") for making secondary acquisition of equity shares, subject to statutory ceilings. During the year, 60,661 equity shares that had been tendered by the Trust for buy-back, had been bought back by the Company. As on 31 March 2022, Trust held 32,45,768 equity shares representing 2.34% of the paid-up share capital of the Company.

The disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, and Section 62 1(b) read with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure D.

CORPORATE SOCIAL RESPONSIBILITY

Your Company''s overarching aspiration to create significant and sustainable societal value, inspired by a vision to subserve a larger national purpose and abide by the strong value of trusteeship, is manifest in its Corporate Social Responsibility (CSR) initiatives that embrace the disadvantaged sections of society, especially in rural India. Your Company has adopted a comprehensive CSR Policy that defines the framework for your Company''s CSR Programme. The CSR Policy may be accessed on the Company''s website at the link: www.keva.co.in.

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

During the year, the Company has spent '' 1.24 Crore on CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure E.

CONSERVATION OF ENERGY

Your Company has always considered energy and natural resource conservation as a focus area. The Company''s 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 Mulund and Vashivali Units

Use of light sensors for street lights

Motion sensor for wash room passage

Installation of Solar day light reflector for better illumination on the shop floor

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

Use of gravity flow in place of using water transferring pump for blending, pressured water supply, toilet flush water tanks and WTP tank feed water

The capital expenditure on energy conservation during the year under review was not substantial.

ENVIRONMENT, HEALTH AND SAFETY

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

Keva''s ingredients and extraction facility at Vapi has been certified with ISO 9001, ISO 14001 and ISO 45001. Facility at Mahad too has ISO certification for Quality, Environment Management System and the OHSAS (Safety) Management System.

Various EHS initiatives taken by Keva are as under:

Installation of synchronization panel for use of solar energy during power failure

Replacement of diesel forklifts replaced by battery operated forklifts.

Use of STP-treated water for gardening

Reuse of RO permeate and WTP backwash water for cooling tower feed water

Repairing of weak / damaged fire hydrant line to arrest all leak points

Installation of foodie machines at Mulund and Vashivali Units which convert waste food into manure.

Installation of Reverse Osmosis Plant and Multi Effect Evaporator

Participation of employees in Environment, Health & Safety trainings organised by National Safety Council.

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

Annual Health Check-up was organized for the employees

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.

The Company took measures like daily disinfection of units, thermal screening during entry and exit, provision of hand sanitizers at workplace, tie-up with hospitals authorized to treat the COVID-19 patients, distribution of masks, sanitisers, immunity boosters to employees across Keva''s facilities to ensure health and safety of its employees in light of COVID-19 pandemic.

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. Keva''s Creative Centres at Amsterdam, Jakarta, Mumbai, Singapore and Milan (CFF) are continuously striving for innovative creations through research activities. Keva has also established a Food Innovation Centre in Mumbai.

Your Company''s 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 '' 27.70 Crores on standalone basis and '' 39.10 Crores on consolidated basis.

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

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Although the

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earned in terms of actual inflows during the financial year 2021-22 was '' 26.99 Crores as against '' 17.26 Crores in financial year 2020-21 on a standalone basis. The foreign exchange outgo in terms of actual outflows during the financial year 2021-22 was '' 110.39 Crores as against '' 83.32 Crores in financial year 2020-21 on a standalone basis.

The foreign exchange earned in terms of actual inflows during the financial year 2021-22 was '' 686.10 Crores as against '' 598.65 Crores in financial year 2020-21 on a consolidated basis. The foreign exchange outgo in terms of actual outflows during the financial year 2021-22 was '' 682.46 Crores as against '' 555.51 Crores in financial year 2020-21 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''s employees worked relentlessly during the pandemic to ensure that the business kept on going despite the challenges being faced as a result of the pandemic. 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 Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure F to this Report. Details of employee remuneration as required under provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also form part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the report and accounts are being sent to the Members and others entitled thereto, excluding the said information. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

The Company''s robust IT infrastructure includes a Centralised ERP system based on SAP covering business functions across finance, inventory management, procurement and logistics; Qlikview for data analysis; Cupid and BMango - customer project management applications, DarwinBox - an HR platform through which employees across the globe have an easy access to HR related information viz. policies, newsletters, news flash, team information, Performance Development Process, Learning and Development and other HR processes on real time basis; Cloud CRM to empower the sales team to manage customer engagements for overseeing sales projects on real time basis.

ANNUAL RETURN

In accordance with the requirements of Section 92(3) of the Companies Act, 2013, the annual return of the Company in respect of FY 2021-22 has been hosted on the website of the Company on weblinkhttps://www.keva.co.in/investors-categories/fy-2021-2022-2

CONFIRMATIONS

There has been no change in the nature of business of the Company during the Financial Year 2021-22.

During the Financial Year 2021-22, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

There have been no instances of frauds reported by the auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the period from 31 March 2022 and the date of this Directors'' Report.

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.

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

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 Company''s 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.

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Mar 31, 2018

Directors'' Report

Dear Shareholders,

The Directors take pleasure in presenting their 62nd 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 March 31,2018.

FINANCIAL HIGHLIGHTS & BUSINESS REVIEW Financial Highlights:

(Rs, in Crores)

Particulars	Standalone			| Consolidated
	2017-18	2016-17	Growth %	2017-18	2016-17	Growth %
Revenue from operations (excl excise duty/GST)	680.79	614.46	10.80	1019.27	975.04	4.53
Other operating income	1.40	0.89	57.30	5.84	5.47	6.76
EBITDA before royalty expense and exceptional items	136.01	130.41	4.29	183.82	177.38	3.63
Royalty Expense	19.16	18.02	6.26	-	-	-
Finance Costs	3.16	2.40	31.67	3.97	5.16	(23.06)
Depreciation	10.53	6.81	54.63	23.84	19.44	22.63
Profit before Tax (PBT) before exceptional items	103.16	103.18	(0.02)	156.01	152.78	2.11
Profit before Tax (PBT) after exceptional items	103.16	103.18	(0.02)	143.16	152.78	(6.30)
Taxation	34.20	28.87	18.46	50.58	47.97	5.46
Profit after Tax (PAT)	68.96	74.31	(7.20)	92.58	104.82	(11.68)
Share of profit of equity investment in JV	-	-	“	1.61	-	100.00
Total Profit after Tax (PAT)	68.96	74.31	(7.20)	94.19	104.82	(10.14)

Business Review:

We unveil the tastes and scents that suit you best, and that you love most. We bring them to you every day, everywhere in every way. Stirring emotions, awakening memories, enhancing your senses, expanding your taste and scent experiences, enriching your world, we bring you a myriad of solutions to enjoy the essence and express yourself. We are Keva (consolidated SHK) - a leading creator of flavours and fragrances that are used in the food, beverage, personal care or household product industries. Keva''s flavour and fragrance compounds combine a number of ingredients to produce proprietary formulae created by its flavorists and perfumers. Utilizing capabilities in consumer insight, research and product development and creative expertise, Keva partners with its customers to provide innovative and differentiated product offerings that drive consumer preference. Keva believes that this collaborative approach will generate market share gains for its customers.

Keva is committed to winning in emerging markets and believes that significant future growth potential for the flavours and fragrances industry, and for its business, exists in the emerging markets.

The year 2017-18 ended on a healthy note backed by strong performance in the second half of the year. Despite the high level of raw material supply disruptions across the globe, your Company reached a major milestone in its journey by crossing Rs, 1,000 crore of revenues in 2017-18. The Company''s inventory management strategy enabled it to sustain margins and maintain market share across customers.

On consolidated basis, the overall revenue of Keva recorded a growth of 4.5% vis a vis last year. Operating EBITDA after adjusting one-off expenses stood at Rs, 188.8 crore in 2017-18 as against Rs, 177.4 crore in 2016-17, up 3.6%. The total domestic business recorded a growth of 7.3% while the international business had a subdued performance with a decline of 1.02%.The segmentation of fragrances business to flavours business altered from 87% in 2017 to 89% in 2018. The domestic and international business ratio stood at 68:32 as against 67:33 in 2016-17.

Fragrance Division reported a robust performance during the FY 2017-18 with an operating profit ofRs, 140 crore - higher by 13% over previous year. With a healthy growth in its existing markets. the Fragrance Division reported year on year growth of 8% in the domestic markets, while overseas market grew by 3%.

Flavours Division reported a subdued performance in FY 2017-18. While domestic revenues were lower by 1%, overseas segment was lower by 18%. Volatile raw material prices and pricing pressure impacted the performance in the domestic market. In addition, geo-political and economic scenario, especially in the Middle East resulted in subdued overseas performance. Operating profit of Flavours Division was atRs,21 crore with margins at 18.7%.

The Company incurred a one-off expense of Rs,12.9 crore during the year on account of operational reorganization of PFW Aroma Ingredients BV in the Netherlands. EBITDA margin and Net Profit margin, excluding this one-off expense, stood at 18% and 10% respectively despite investments made for future growth of about Rs,5 Crore as well as sharp increase in raw material prices. The consolidated ROCE was 20%.

On a standalone basis, the Company achieved a top line growth of 11% due to growth in domestic fragrance business despite the headwinds faced by the business due to GST implementation. On standalone basis the Company has achieved Net Profit of Rs,69 Crore.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders. The Company endeavours towards creating long-term value for all its stakeholders while focusing on the core principles of accountability, transparency, integrity, social responsibility and regulatory compliances. A strong foundation in terms of an eminent, accomplished and a diverse Board providing mentorship and oversight, an effective leadership team setting the tone at the top, competent professionals across the organisation to implement and execute the governance goals, best systems, well defined process and modern technology, have made good governance a way of life.

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company confirming of corporate governance requirements as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") form an integral part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

A detailed information on the initiatives of the Company as enunciated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011 is provided in the Business Responsibility Report, a copy of which will be available on the Company''s website www.keva.co.in. For Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations, kindly refer to Business Responsibility Report section which forms part of this Annual Report.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs,1.75 per equity share of face value ofRs,10/- each to be appropriated from the profits of the Company for the financial year 2017-18, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM").

The list of unpaid dividend declared up to the financial year 2016-17 is available on Company''s website www.keva.co.in. Shareholders are requested to check the said list and if any dividend due to them remains unpaid in the said list, can approach the Company for release of their unpaid dividend.

SUBSIDIARIES

As on March 31, 2018, the Company had subsidiaries in India, United Kingdom, Netherlands, Singapore, Italy and Indonesia as mentioned hereunder:

- Keva Fragrances Pvt. Ltd.

- Keva Flavours Pvt. Ltd.

- Saiba Industries Pvt. Ltd.

- Rasiklal Hemani Agencies Pvt. Ltd.

- Keva Chemicals Pvt. Ltd.

- Creative Flavours & Fragrances S.p.A., Italy

- Keva UK Ltd., United Kingdom

- Keva Fragrance Industries Pte. Ltd., Singapore

- V N Creative Chemicals Pvt. Ltd. (step-down subsidiary)

- Tanishka Fragrance Encapsulation Technologies LLP (step-down subsidiary)

- PFW Aroma Ingredients B.V., Netherlands (step-down subsidiary)

- PTSHKKEVA Indonesia (Indonesia) (step-down subsidiary)

A statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure A to this Report.

Financial and operational performance ofthe subsidiaries is given hereunder:

Keva Fragrances Private Limited:

Keva Fragrances Private Limited (formerly K V Arochem Private Limited) is involved in the business of manufacture and exports of fragrances, flavours and aroma ingredients.The company registered a total revenue of Rs, 316.11 Crores in financial year 2017-18 as against, 291.05 Crores in financial year 2016-17 and loss ofRs, 14.98 Crores in financial year 2017-18 as against loss ofRs, 18.40 Crores in financial year 2016-17.

Keva Flavours Private Limited:

Keva Flavours Private Limited develops flavours that underpin food and beverage brands in India. The company registered a total revenue of Rs, 65.17 crores in financial year 2017-18 as against Rs, 75.13 crores and a loss ofRs, 1.43 crores as against a profit ofRs, 6.06 crores in financial year 2016-17.

Saiba Industries Private Limited:

Natural Essential oils & Natural Extracts have become a USP via Aroma therapeutic additive. Saiba Industries Private Limited is involved in the business of manufacture and sale of plant extracts. During the year under review, the company registered an operating revenue ofRs, 5.07 Crores in the financial year 2017-18 as against Rs, 4.99 Crores in financial year 2016-17 and profit after tax ofRs, 1.57 Crores in the financial year 2017-18 as against Rs, 0.97 Crores in financial year 2016-17.

Rasiklal Hemani Agencies Pvt. Ltd.:

Rasiklal Hemani Agencies Pvt. Ltd. was acquired by the Company on April 02, 2016 to strengthen our base in the northern region and reach closer to the customers. During the year under review, the company registered an operating revenue of Rs, 5.14 Crores in the financial year 2017-18 as against Rs, 7.21 Crores in financial year 2016-17 and profit after tax of Rs, 4.23 Crores in the financial year 2017-18 as against Rs, 5.34 Crores in financial year 2016-17.

PFW Aroma Ingredients B.V.:

PFW Aroma Ingredients B.V. is involved in the business of manufacture and sale of aroma ingredients. During the year under review, the company registered an operating revenue ofRs, 174.50 Crores as against Rs, 151.17 Crores during the previous year and loss ofRs, 13.20 Crores as against loss ofRs, 0.45 Crores during the previous year.

Keva UK Limited:

Keva UK Limited is authorised by its constitutional documents to manage the investment of our Company in the Netherlands - PFW Aroma Ingredients B.V. The company did not carry any business during the year. During the year under review, the company registered no revenue as against, 0.58 Crores during the previous year and loss after tax ofRs, 0.27 Crores as against profit after tax of Rs, 0.50 Crores during the previous year.

Keva Fragrance Industries Pte. Ltd.:

Keva Fragrance Industries Pte. Ltd. is involved in the business of providing sales and marketing assistance to us in South East Asia. In order to spearhead our market access and growth plans of South East Asia, we have formed this Company through which our operating subsidiary has been created in Indonesia. During the year under review, the company registered a revenue ofRs, 36.05 Crores as against Rs, 3.45 Crores during the previous year and a profit of Rs, 1.04 Crores as against a loss of Rs, 0.52 Crores during the previous year.

PT SHKKeva Indonesia:

PT SHKKeva Indonesia is involved in the business of trading and distribution of perfumery compounds. During the year under review, the company registered an operating revenue of Rs, 6.47 Crores as agonists, 11.44 Crores during the previous year and profit ofRs, 0.22 Crores as against loss ofRs, 0.45 Crores during the previous year.

Keva Chemicals Private Limited:

Keva Chemicals Private Limited is involved in the business of aroma ingredients etc. During the year under review, the company has not earned any income from operations as no business activity was undertaken by the Company.The Net Loss incurred by the company during the financial year ended March 31,2018amounted toRs, 0.42 crores.

VN Creative Chemicals Private Limited:

VN Creative Chemicals Private Limited was acquired for setting up of India Tonalid manufacturing facility at Mahad. During the year under review, the company has not earned any income from operations as no business activity was undertaken by the company. The net loss incurred by the company during the financial year ended March 31,2018 amounted to Rs, 0.58 crores.

Tanishka Fragrance Encapsulation Technologies LLP:

Company acquired Tanishka Fragrance Encapsulation Technologies LLP on April 24, 2017. During the year under review, no business activity was undertaken by the LLP.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2017-18, are prepared in compliance with applicable provisions ofthe Companies Act, 2013, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiary companies, as approved by their respective Board of Directors. The Financial Statements as stated above are also available on the website of the Company at www. keva.co.in.

ACQUISITIONS

Over the years, your Company has developed extensive and successful experience performing acquisitions and is working towards integrating the acquisitions and exploiting the many commercial and operational synergies they provide, in order to achieve maximum benefit of continued improvement to profit margins and competitive capabilities.

Fragrance delivery via encapsulation is a win-win platform because it provides a great opportunity across all categories. Accordingly, on April 24, 2017, the Company, through Keva Chemicals Pvt. Ltd. ("KCPL"), step-down subsidiary of the Company, has acquired Fragrance Encapsulation Technology from Tanishka Fragrance Encapsulation Technologies LLP ("TFET LLP"). As a part ofthe transaction, KCPL has also contributed to the capital of TFET LLP on the said date and thus, has become a majority capital contributing partner in TFET LLP. The unique technology has enhanced Keva''s technological infrastructure and would enable the Company to offer differentiated fragrance products especially in fabric care which is a fast-growing area in which Keva''s unique capabilities would give it a solid competitive edge.

The Company, through its subsidiary Keva Fragrances Pvt. Ltd., has acquired VN Creative Chemicals Pvt. Ltd. ("VNCC") on September

29,2017. VNCC is into the business of aromatic chemicals and owns a manufacturing facility in Mahad, Maharashtra. The investment would enable the Company to consolidate/ combine production activities for attaining maximal operational efficiency and thus, would contribute to building up Keva''s competitiveness and improve its profits and margins.

The Company has entered into an agreement to acquire Creative Flavours and Fragrances S.p.A. ("CFF") alongwith its subsidiaries on January 15, 2018. Incorporated in year 2000, CFF has presence throughout Europe and enjoys a leading position in the Italian market. It has a state-of-the-art manufacturing facility and R&D lab in Milan. The acquisition coupled with the recent launch of fine fragrances studio in Amsterdam is in line with Keva''s growth strategy to strengthen its product portfolio and build a business with truly international profile. It is an important milestone in Keva''s global growth journey.

The Company through its subsidiary Keva Fragrance Industries Pte. Ltd., has entered into an agreement to acquire 90% stake in Anhui Ruibang Aroma Co. Ltd. on May 25, 2018. Headquartered in Fuyang, Anhui is a leading aroma ingredient Company in China. The acquisition will give Keva access to alternate tonalid manufacturing facility, thereby ensuring no supply disruptions to customers. It will also enable Keva consolidate its market position for tonalid.

The acquisitions are expected to provide better opportunities to leverage in the future.

SHARE CAPITAL

There has been no change in the capital structure during the year under review. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

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 Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure B to this Report.

DIRECTORS

In the forthcoming AGM, Mrs. Prabha Vaze will retire by rotation and will be considered for re-appointment because of her eligibility. Mr. Nitin Potdar and Mr. Amit Dixit stepped down as Independent Director and Non-Executive Director respectively with effect from February 28,2018 and May 25,2018. Mr. Deepak Raj Bindra and Mr. Shrikant Oka were appointed as Additional Non-Executive Director and Additional Independent Director respectively, at the Board Meeting held on May 25, 2018, with effect from May 25, 2018. As per the provisions of Section 160 of the Companies Act, 2013, your Company has received a notice from a member specifying their intention to propose the appointment of Mr. Deepak Raj Bindra and Mr. Shrikant Oka as Directors in the forthcoming AGM.

Appropriate resolutions for the appointment of the Directors are being placed for your approval at the ensuing AGM. Your Directors recommend the appointment of the aforesaid Directors by the Members at the ensuing AGM.

Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries. None of the Directors of the Company has been disqualified to be a Director of the Company on account of non-compliance with any of the provisions of the Companies Act,

2013. The Independent Directors have been familiarised with the Company, their roles, rights and responsibilities in the Company etc. The details ofthe Familiarization Programme are available on the website of the Company www.keva.co.in. 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.

BOARD MEETINGS

During the year, 7 (seven) Board Meetings were convened and held on 12.05.2017,10.08.2017,12.09.2017,13.11.2017, 07.12.2017 (adjourned to 13.12.2017), 16.01.2018 and 28.02.2018. 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 Companies Act, 2013 and Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company meet without the presence of the Managing Director or 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 February 28,2018.

COMMITTEES OFTHE BOARD

The Company has constituted various Board level committees in accordance with the requirements of Companies Act, 2013. The Board has the following committees as under:

- Audit Committee

- Nomination & Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders ‘Relationship Committee

Details of the above Committees along with composition and meetings held during the year under review are provided in the Corporate Governance Report forming part of this Report.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Corporate Governance requirements as prescribed by Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors. A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Executive Directors of the Company. This was followed by a Board Meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. 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; c) to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the policy are to ensure that:

- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors 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 Company''s 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.

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Tapas Majumdar ceased to be Executive Vice President and CFO of the Company. He was relieved from his role on May 31, 2017. Mr. Ratul Bhaduri was appointed as Executive Vice President and CFO with effect from November 15, 2017. The Key Managerial Personnel in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on March 31,2018 are as follows:

- Mr. RameshVaze - Managing Director

- Mr. Kedar Vaze - Whole Time Director and Chief Executive Officer and

- Mr. Ratul Bhaduri - Executive Vice President and Chief Financial Officer

- Mrs. Deepti Chandratre - Company Secretary & DGM - Legal

DIRECTORS''RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating 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 profit or 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 this 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 system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

Your Company''s Auditors, B S R & Co. LLP [holding Registration No. 101248W/W-100022 with the Institute of Chartered Accountants of India (ICAI)] were appointed as the Statutory Auditors at the AGM of the Company held on September 18, 2014 for a term of five consecutive years. The Statutory Auditors have confirmed their eligibility to the effect that their appointment is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment.

The Auditors ‘Report on the Annual Accounts of the Company forms part of the Annual Report and when read with notes on financial statements, is self- explanatory, and hence, does not call for any further comments under Section 134 of the Companies Act, 2013.

The Auditors ‘Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Kishore Bhatia &Associates, Cost Accountants, have been appointed as the Cost Auditors of the company for financial year 2018-19.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mehta & Mehta, Practising Company Secretaries, as its Secretarial Auditor to undertake the secretarial audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31,2018 is annexed herewith as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEMS

Your Company believes that internal control is a prerequisite of the principle of governance. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company to identify areas, where business process controls are ineffective or may need enhancement.

A summary of the Internal Audit Reports containing significant findings by the Internal Auditor along with follow-up actions thereafter is placed before the Audit Committee periodically for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and observations from time to time.

RISK MANAGEMENT

The Company has developed an integrated Enterprise Risk Management Framework to identify, monitor, mitigate and report key risks that impact its ability to meet the strategic objectives. There is an overarching Risk Management Policy in place that was reviewed and approved by the Board. The Board is responsible for the overall process of risk management in the organisation.

Your Company continues to monitor legal and compliance functions through workflow based compliance software tool''LRMS''. LRMS 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. This tool enables compliances to be made and tracked by factories and offices of your Company across the country.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Accordingly, your Company has implemented Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations through the Whistle Blower Policy and Fraud Risk Management Policy. The policies provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The policies may be accessed on the website of the Company at www.keva.co.in. 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 Company''s operations in future.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

At Keva, we are committed to provide a healthy work environment that is free of discrimination and unlawful harassment and that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has always endeavoured for providing a better and safe environment free of sexual harassment at all its work places. Keeping with this commitment, the Company has adopted a policy on Prevention of Sexual Harassment at Workplace and constituted Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Policy is gender neutral. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During theyear.no complaints with allegations of sexual harassment were reported.

STOCK APPRECIATION RIGHTS SCHEME

The Members. On November01,2017,through Postal Ballot exercise (results of which were declared on November 03, 2017), had approved the SH Kelkar Stock Appreciation Rights Scheme, 2017 (''STAR''), for the welfare of its employees and those of its subsidiaries. Each STAR is represented by one equity share of the Company. The eligible employees are entitled to receive in cash the excess of the maturity price over the grant price in respect of such STARs subject to fulfilment of certain conditions and applicability of income tax. The STAR Scheme involves secondary market acquisition of the equity shares of your Company by an Independent Trust set up by the Company for the implementation of the STAR Scheme. Your Company lends monies to the Trust for making secondary acquisition of equity shares, subject to statutory ceilings. The Trust has purchased 10,26,403 equity shares of the Company as on March 31, 2018 representing 0.71% of paid up capital of the Company, however, no STARs were allotted during the year 2017-18.

The disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014,and Section 62 1(b) read with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 are set out in Annexure D.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in inclusive growth to facilitate creation of a value-based and empowered society through continuous and purposeful engagement with society around.

Towards this end, your Company adopted a comprehensive CSR Policy that defines the framework for your Company''s CSR Programme. The CSR Policy may be accessed on the Company''s website at the link: www.keva.co.in.

The Company has focuses on areas like environmental sustainability, conservation of energy, child education and empowerment, equipping and up gradation of educational infrastructure set up with an aim to provide improved and advanced education system, support visually challenged people through perfumery trainings and employability and rural development. It also partners in relief operations in rural areas in case of natural calamity or disaster.

The Company also undertakes other need based initiatives in compliance with Schedule VII to the Companies Act, 2013. During the year, the Company has spends, 1.79 Crore on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure E.

CONSERVATION OF ENERGY

The Company continued its efforts to improve energy usage efficiency and increase contributions from renewable sources of energy. Some of the measures adopted across the Company for energy conservation are as under:

- Commissioned solar power generation units at Mulund and Vashivali Units.

- Replacement of conventional Gang Operated Device with Indoor Circuit Breaker at Vashivali Unit which has helped in minimizing power failures in rainy season thereby reducing usage of diesel generators.

- Installation of automatic power factor controller panel at Mulund Unit

- Successful commissioning of'' PNG fuel''in canteens instead of LPG.

- Extension of condensate and flush recovery system to MPP Plant in Vapi Unit which has resulted in saving of 51.8 KL of fuel achieved resulting in cost savings of Rs, 16 lacs for the year.

- Replacement of high capacity motors in effluent treatment plant at Vapi Unit with lower rating motors which has resulted in reduction in power consumption annually by 30,000 kW equivalent to cost saving of Rs, 2.2 lacs for the year.

- Replacement of high cost heat transfer media (Thermic fluid) with low cost heating media (Steam) for Plant#8 at Vapi Unit which has potential of saving up to Rs, 14 lacs perannum.

- Consolidation of equipment’s under two sheds as per the optimized process flow and minimum internal logistics requirement which has resulted in improved process efficiencies and minimum material movement.

- Installation of Energy Efficient LED lights in place of conventional lights

- Introduction of auto on-off system of exhaust fan in lift rooms.

The capital expenditure on energy conservation during the year under review was not substantial.

ENVIRONMENT, HEALTH AND SAFETY

The Company is strongly devoted not only to environmental conservation programmes but also maintains balance between economic concerns, environmental and social issues faced by business. A business must not grow at the expense of mankind but must serve humankind at large. Your Directors are pleased to inform that your Company has become first zero liquid discharge company in Patalganga Rasayani Industrial Area in Raigad.

The Company is equally committed to provide a safe and healthy working environment for its employees and associates to ensure a high degree of safety norms. The Company continuously strives to perform beyond compliance. There is an increased focus on areas like training and awareness, safety observations, audits etc. to drive a positive safety culture. The Company places emphasis on safety processes, behavioural safety and strive to create a positive safety culture towards achieving the ultimate goal of''zero injury''.

EHS initiatives taken by Keva are as under:

- Installation of Reverse Osmosis Plant and Multi Effect Evaporator

- Installation of foodie machines at Mulund and Vashivali Units which convert waste food into manure. This machine has a capacity to process 75 kgs of waste per day and convert to a feed of 7.5 kgs as manure.

- Participation of employees in Environment, Health & Safety trainings organised by NSC viz. Statutory Requirements, Fire Prevention& Protection, Safety at'' Working at Height'', Electrical Safety, Behaviour based Safety, Disaster Management etc.

- Participation in "Safety Officers'' Meet" jointly organised by Directorate of Industrial Safety & Heath and NSC.

- Participation in On site and Off site mock drills organized by Directorate of Industrial Safety & Heath and Mutual Aids Response Group

- Organization of Mock safety drills within the Company

- Implementation of online incident reporting system at Mulund Unit

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

- Imparting training in first aid, road safety, fire safety, ergonomics, use of PPEs, safe handling of chemicals, contract labour safety, SCBA training etc

INNOVATION

When it comes to winning future business, it is imperative to stay on customers ‘core lists. We are achieving this by investing in our R&D capabilities, developing consumer insights, and expanding our understanding of regulatory requirements. Keva fosters excellence through innovation supported by strong R&D capabilities. To keep pace with the changing market demand, the Creative Centres of your Company are proactively engaged in development of innovative products and technologies. In line with this prelude, your Company''s Creative Centres at Amsterdam, Jakarta, Milan and Mumbai are continuously striving for innovative creations through research activities. Your Company continued to invest in creating additional lab infrastructure, advanced analytical instruments and recruitment of high calibre perfumers and favourites to boost in-house research and build new capability platforms. Additionally, your Company has a strong Intellectual Property Rights support team, which enables it to patent its innovations globally and in developing unique products.

You will be glad to know that during the year, your Company has established world-class Creative Centre in Amsterdam equipped with the state-of-the-art infrastructure required for research and new product development. Expenditure on R & D and creative development during the year under review was Rs, 29.56 Crores on standalone basis and Rs, 40.45 Crores on consolidated basis.

Leveraging innovation and our talented workforce to advantage, we continuously strive to surpass the expectations of consumers, as we journey towards our goal of being one of the most admired world class F&F companies.

HUMAN RESOURCES

Talent and culture are the key focus areas for Keva to achieve its business aspirations. The HR function''s strategy is focused on creating a future-ready workplace, strengthening the organization culture, building people and business capability by nurturing careers to its people.

Keva recognizes the challenge in attracting and retaining talent from a niche industry like ours. Identifying right talent that brings in entrepreneurial zest and have the ability to continuously challenge the status quo with a differentiating attitude is what Keva looks for as the organization gears up to execute its 5 year Strategic plan.

In its second year, LeAP (Leadership Advancement Program) -Keva''s Global Talent Management Program, aims to develop its internal talent pool through a focused, customized and guided intervention. Mentoring by Senior Leadership Team for employees hired through Lateral Hiring program from ISB enables them to understand the culture and the industry for better familiarization with the organization. Keva''s People Capability Development Plan (PCDP) designed for each function and created with people managers aims at providing customized learning intervention for holistic development. LEAD (Leveraging E-learning for Accelerated Development) - our e- learning platform - provides world class learning solution in all locations across the globe.

Keva Star - Keva''s Global Employee Recognition Program, applauds the stellar performances that have made a direct impact on the organization. Half yearly Town Halls provide an open and transparent channel of communication with the CEO and the business and strategy of the organization.

We also recognize that certain personal issues or concerns may sometime interfere with employee health and wellbeing for which they may need counselling services from professional counsellors. ''Ear2Hear''is an Employee Assistance Program (EAP) which extends consultation on personal issues - professionally and confidentially. Professional counsellors assist the employees in developing the necessary coping skills that ensures that they maintain an emotional balance. This helps them to take important decisions, tackle problems and explore new avenues for change and growth.

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees as required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure F to this Report. Details of employee remuneration as required under provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the report and accounts are being sent to the Members and others entitled thereto, excluding the said information which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

INDUSTRIAL RELATIONS

Proactive and employee centric practices, focus on transparent communication and a firm belief that employees are the most valuable assets of the Company are the cornerstones of your Company''s employee relations approach. On industrial relations, Keva continued to share a cordial relationship with the Labour Unions in all the plant locations. The Board acknowledges the contribution of the workers and the employees towards meeting the objectives of the Company.

INFORMATION TECHNOLOGY

Your Company has developed a framework to harness the opportunities presented by prevalence of new-age digital technologies and transform to become a digitally savvy company.

Keva has implemented ISO 27001 Security Management Systems (ISMS) standard for IT Infrastructure Services, certified by NAQ-a reputed UK based body. This provides an independent third party validation of an organization''s Security Management Systems.

The existing infrastructure of the Company includes a robust centralised ERP system based on SAP capable of covering business functions across finance, inventory management, procurement and logistics. The Company has also deployed Qlikview which provides a wide array of data analysis facilities.

CUPID - a home-grown ERP application for a Customer Project Integrated Development Process - provides a state of the art solution for project management. CUPID provides a single platform for managing customer projects right from the moment sales person enters the customer''s project until the time samples are delivered to the sales person for customer submission. Governance Risk & Compliance (GRC) tool and BMango-Brief management tool for flavours were implemented during the year. BMango is a customer project management application for flavours and is an acronym for Brief Management on the Go which signifies ease of managing customer projects with this application.

Success Factors - cloud based online system - is single HR platform through which employees across the globe have an easy access to HR related information - policies, newsletters, news flash, team information. Performance Development Process, Learning and Development, and other HR processes on real time basis.

The IT infrastructure has enabled the Company to streamline operations, resulting in centralized processing of data and timely information sharing.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules,

2014, are set out herewith as Annexure G to this Report.

AWARDS AND RECOGNITION

During the year under review, the Company won multiple awards and recognitions, both international and national. Some of the significant awards include:

- Your Company has been ranked 26th ''Dream Company to Work For''by the World HRD Congressin February 2017.

- Your Company''s unit at Vahivali has successfully implemented Environment Management System programme and has been certified with ISO 14001:2015 by NQA (certification body). Keva''s cross functional employees from Vashivali Plant have been certified as internal auditors for EMS ISO 14001:2015 by NQA.

- Your Company''s subsidiary Keva Fragrances Pvt. Ltd. was granted HALAL certification in Indonesia.

- Your Company''s subsidiary Keva Fragrances Pvt. Ltd. was adjudged second in the category for outstanding export performance for financial year 2016-17 by CHEMEXCIL (Basic Chemicals, Cosmetics & Dyes Export Promotion Council)

- a body set up by the Ministry of Commerce & Industry to promote exports from India.

- Vapi Unit is now a member of SEDEX- Supplier Ethical Data Exchange. SMETA- SEDEX Member Ethical Trade Audits is a standard used for Ethical Trade Audits to help businesses improve ethical performance of their supply chain.

- Mr. Kedar Vaze - Director & CEO was one of the 16 Inspiring Entrepreneurs felicitated at the EY Entrepreneur of the Year 2017 held on February 15,2018. A leader with disruptive ideas, incredible innovation, resilient leadership and sustained focus on growth of business /organisation along with community development, Mr. Kedar Vaze has successfully created a path breaking transformation for Keva.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company''s 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 would like to express their sincere appreciation of the positive co-operation received from the Government Authorities, Financial Institutions and the Bankers. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers and staff of the Company resulting in the successful performance of the Company during the year. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of Directors of

S H KELKAR AND COMPANY LIMITED

CIN: L74999MH1955PLC009593

Ramesh Vaze

Managing Director DIN:00509751

Kedar Vaze

Director & Chief Executive Officer DIN: 00511325

Mumbai May 25, 2018

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Mar 31, 2017

The Directors take pleasure in presenting their 61^st 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, 2017.

FINANCIAL HIGHLIGHTS & BUSINESS REVIEW

Financial Highlights: (Rs.in Cr)

Particulars	Standalone			Consolidated
	2016-17	2015-16	Growth %	2016-17	2015-16	Growth %
Revenue from operations	687.26	624.04	10.13	1059.82	993.59	6.67
EBITDA before royalty expense	130.41	116.79	11.66	177.38	160.22	10.71
Royalty Expense	18.02	-	100.00	-	-	-
Finance Costs	2.40	14.07	(82.94)	5.16	20.22	(74.48)
Depreciation	6.81	13.40	(49.18)	19.44	29.70	(35.55)
Profit before Tax (PBT)	103.18	89.31	15.53	152.78	110.30	38.51
Taxation	28.87	23.65	22.07	47.96	37.24	28.79
Profit after Tax (PAT)	74.31	65.66	13.17	104.82	73.06	43.47

Business Review:

Keva (consolidated SHK) impacts the lives of millions of consumers around the world with the fragrances and flavours it creates, from prestige perfumes to fabric care and from a favourite drink to a preferred snack.

This year, Keva forayed into Fine Fragrances. For Fine Fragrances, we intend to increase growth by focusing on fast growing end-market customers.

Keva is committed to winning in emerging markets. Keva believes that significant future growth potential for the flavours and fragrances industry, and for Keva''s business, exists in the emerging markets.

Fragrances are a way of expressing personal style and individuality, thereby making it a consumer-driven industry. The fragrances market is also dictated by fickle and ever-changing fashion trends. This means that manufacturers in the industry are on a constant lookout for exciting, unique, and new fragrances to attract different consumer segments worldwide. Keva''s fragrances have several application used as raw materials in the fabric care, skin and hair care, fine fragrance and household product verticals.

Flavours are the key building blocks that impart taste experiences in food and beverage products and play a significant role in determining consumer preference of the end products in which they are used. Keva helps its customers deliver on the promise of delicious foods and drinks that appeal to consumers. In flavours, our customers are in beverages, savoury, snacks, confectionery and dairy products.

On consolidated basis, the overall revenue of Keva recorded a growth of 6.67% vis a vis last year. The total domestic business recorded a growth of 13% while the international business had a subdued performance with a decline of 5%. The segmentation of fragrances business to flavours business has altered from 94% in 2016 to 87% in 2017. The domestic and international business ratio stands at 67:33 as against 63:37 in 2015-16. The composition has changed due to strong domestic performance and subdued international performance.

A deep dive into the segmental business reflects the following:

The domestic formulations business which represents 59% of the total SHK pie vis a vis 55% last year, recorded a healthy growth of 13% compared to previous year. This happened despite the impact of demonetization which affected the revenue growth from

November 2016 to January 2017. The growth came not only from existing products but also through introduction of new products in the market. The international formulations business however recorded a decline of 6%. This was because of the impact of currency devaluation in South East Asia and Africa and subdued demand in the Middle East due to softening of the oil prices.

The flavours business recorded an impressive growth of 155 %. The organic growth of flavours was 58%. Both the domestic segment as well as the international segment recorded a healthy growth of 30% and 80% respectively. The flavours business was also favourably impacted due to incremental sales generated from two business acquisitions from High Tech Technologies and Gujarat Flavours Private Limited which recorded a revenue of Rs.32 Crores.

The ingredients business recorded a decline of 30% mainly on account of softening of Euro, subdued demand, coupled with intense Chinese competition. As part of the Company''s long term strategy all the technologies and IP of the group will reside in the Company. Accordingly, during 2016-17, SHK has acquired part of the ingredients technology from PFW Aroma Ingredients BV.

The profit after tax however reflected a robust growth of 43.5%. This has mainly been achieved due to a revenue increase of around Rs. 67 Crores, improved product mix coupled with interest savings of Rs.15 Crores and reduced depreciation by Rs.10 Crores mainly due to change in depreciation policy from WDV method to SLM method. Due to change in R&D policy, the Company has capitalized a part of the R&D costs as intangible costs, the impact of which is around Rs.5 Crores for the current year. The operating cash flow of the Company has also shown a healthy growth. Due to the above performance, the EPS of the Company has improved by 35% from Rs.5.36 in 2015-16 to Rs.7.25 in 2016-17.

On a standalone basis, the Company achieved a topline of Rs.687.26 Crores due to robust growth in domestic fragrance business despite the headwinds faced by the business due to demonetization. The demonetization impacted the domestic fragrance revenues.

The tradename "Keva", which is used by the Company, is registered in the name of Keva Fragrances Private Limited ("KFG"), a wholly owned subsidiary of the Company. The Company has entered into an agreement with KFG for use of brand name "Keva". As per the agreement, the Company has accrued for a total royalty charge of Rs. 18.02 crores (incl VAT) for the financial year 2016-17 calculated @ 3% of its net external sales.

The profit before tax excluding royalty has grown by 36%fromRs.89.3 Crores in 2015-16 to Rs.121.2 Crores in 2016-17.

Operating cash flow of the Company has shown a growth from Rs.45.33 Crore in FY 2015-16 to Rs.66.68 Crores in 2016-17.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (INDAS)

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16 February 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company and its subsidiaries have adopted "IND AS" with effect from 01 April 2016, with the comparatives for the periods ending 31 March 2016. The implementation of IND AS was a major change process for which the Company had established a project team and had dedicated considerable resources. The impact of the change on adoption of IND AS was duly assessed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report

CORPORATE GOVERNANCE

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. The guiding principle of the Corporate Governance at Keva is ''harmony'' i.e. balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company confirming of corporate governance requirements as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

At Keva, fulfillment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business. A detailed information on the initiatives of the Company as enunciated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, 2011''is provided in the Business Responsibility Report, a copy of which will be available on the Company''s website www.keva.co.in.

For Business Responsibility Report as stipulated under Regulation 34 of the SEBI Listing Regulations, kindly refer to Business Responsibility Report section which forms part of this Annual Report

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs.1.75 per equity share of face value of Rs.10/- each to be appropriated from the profits of the Company for the financial year 2016-17, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The list of unpaid dividend declared up to the financial year 2015-16 and updated up to the date of 60^th Annual General Meeting held on 09 August 2016 is available on Company''s website www.keva. co. in. Shareholders are requested to check the said list and if any dividend due to them remains unpaid in the said list, can approach the Company for release of their unpaid dividend.

SUBSIDIARIES

As on 31 March 2017, the Company had subsidiaries in India, United Kingdom, Netherlands, Singapore and Indonesia as mentioned hereunder:

Keva Fragrances Pvt. Ltd.

Keva Flavours Pvt. Ltd.

Saiba Industries Pvt. Ltd.

Rasiklal Hemani Agencies Pvt. Ltd.

Keva UK Ltd., United Kingdom

Keva Fragrance Industries Pte. Ltd., Singapore

PFW Aroma Ingredients B.V., Netherlands (step-down subsidiary)

PTSHKKEVA Indonesia (Indonesia) (step-down subsidiary)

Keva Chemicals Pvt. Ltd. (step-down subsidiary)

A statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure A to this Report.

Financial and operational performance of the subsidiaries is given hereunder:

Keva Fragrances Private Limited:

Keva Fragrances Private Limited (formerly K V Arochem Private Limited) is involved in the business of manufacture and exports of fragrances, flavours and aroma ingredients. The company registered a total revenue of Rs.291.05 Crores in financial year 2016-17 as against Rs.268.83 Crores in financial year 2015-16 and loss of Rs. 18.40 Crores in financial year 2016-17 as against loss of Rs.30.08 Crores in financial year 2015-16.

Keva Flavours Private Limited:

Keva Flavours Private Limited develops flavours that underpin food and beverage brands in India. During the year under review, the company acquired flavours business undertaking of High Tech Technologies as well as Gujarat Flavours Pvt. Ltd. The acquisitions have helped the company garner handsome revenue of Rs.75.13 Crores from operations - up by 145.68% over last year''s sales of 30.58 Crores and profit after tax of Rs.6.06 Crores as against Rs.2.42 Crores during previous year representing a robust growth of 150.41%.

Saiba Industries Private Limited:

Natural Essential oils & Natural Extracts have become a USP via Aroma therapeutic additive. Saiba Industries Private Limited is involved in the business of manufacture and sale of plant extracts. During the year under review, the company registered an operating revenue of Rs.4.99 Crores in the financial year 2016-17 as against Rs.4.30 Crores in financial year 2015-16 and profit aftertax of Rs.0.97 Crores in the financial year 2016-17 as against Rs.0.76 Crores in financial year 2015-16.

Rasiklal Hemani Agencies Pvt. Ltd.:

Rasiklal Flemani Agencies Pvt. Ltd. was acquired by the Company on 02 April 2016 to strengthen our base in the northern region and reach closer to the customers. During the year under review, the company registered an operating revenue of Rs.7.21 Crores in the financial year 2016-17 as against Rs.7.28 Crores in financial year 20island profit after tax of Rs.5.34 Crores in the financial year 2016-17 as against Rs.4.57 Crores in financial year 2015-16.

PFW Aroma Ingredients B.V.:

PFW Aroma Ingredients B.V. is involved in the business of manufacture and sale of aroma ingredients. During the year under review, the company registered an operating revenue of Rs.151.71 Crores as against Rs.189.62 Crores during the previous year and loss of Rs.0.45 Crores as against loss of Rs.2.18 Crores during the previous year. The decline in revenue is mainly on account of softening of the Euro and subdued demand coupled with intense Chinese competition.

Keva UK Limited:

Keva UK Limited is authorized by its constitutional documents to manage the investment of our Company in the Netherlands - PFW Aroma Ingredients B.V. The company did not carry any business during the year. During the year under review, the company registered a revenue of Rs.0.58 Crores as against Rs.1.10 Crores during the previous year and profit after tax of Rs.0.50 Crores as against Rs.0.71 Crores during the previous year.

Keva Fragrance Industries Pte. Ltd.:

Keva Fragrance Industries Pte. Ltd., Singapore, is involved in the business of providing sales and marketing assistance to us in South East Asia. In order to spearhead our market access and growth plans of South East Asia, we have formed this Company through which our operating subsidiary has been created in Indonesia. During the year under review, the company registered a revenue of Rs.3.45 Crores as against Rs.3.15 Crores during the previous years and a loss of Rs.0.52 Crores as against Rs.0.46 Crores during the previous year.

PT SHKKeva Indonesia:

PT SFIKKeva Indonesia is involved in the business of trading and distribution of perfumery compounds. During the year under review, the company registered an operating revenue of Rs.11.44 Crores as against Rs.6.24 Crores during the previous year and loss of Rs.0.45 Crores as against loss of Rs.4.51 Crores during the previous year.

Keva Chemicals Private Limited:

Keva Chemicals Private Limited is involved in the business of aroma ingredients etc. During the year under review, the Company has not earned any income from operations as no business activity was undertaken by the Company. The Net Loss of the Company during the financial year ended 31 March 2017 amounted to Rs.0.15 lacs.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2016-17, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiary companies, as approved by their respective Board of Directors. The Financial Statements as stated above are also available on the website of the Company at www. keva.co.in.

ACQUISITIONS

To achieve inorganic growth in operations, your Company is aggressively working for acquisitions of brands, businesses, etc. which have synergy with the business operations of the Company. During the year under review, your Company has acquired Rasiklal Flemani Agencies Pvt. Ltd. (RHAPL). RHAPL have been the indenting agents in Northern region for Company''s fragrances for 50 years. Through deep industry knowledge and wide network of trade contacts of its promoters, RHAPL has over the years built a strong portfolio of customers for the Company''s fragrances. The acquisition will aid in expansion of the marketing and field activities in Northern region in coming years.

During the year under review, your Company has also acquired the Business Undertaking of High-Tech Technologies comprising of Flavours Division through its subsidiary Keva Flavours Pvt. Ltd. The acquisition helped Keva power its flavours portfolio throughout the regions in which it operates and thus, expand of Keva''s presence in the Flavours business.

Fragrance delivery via encapsulation is a win-win platform because it provides a great opportunity across all categories. Accordingly, on 24 April, 2017, the Company, through Keva Chemicals Pvt. Ltd. ("KCPL"), step-down subsidiary of the Company, has acquired Fragrance Encapsulation Technology (FET) from Tanishka Fragrance Encapsulation Technologies LLP ("TFET LLP"). As a part of the transaction, KCPL has also contributed Rs.2 Crore to the capital of TFET LLP on the said date and thus, has become a majority capital contributing partner in TFET LLP. Acquisition of FET would enable the Company to offer differentiated fragrance products.

The acquisitions are expected to provide tremendous opportunities to leverage in the future.

MERGER

During the year under review, Keva Fragrances Pvt. Ltd. ("Transferor Company"), a wholly-owned subsidiary of the Company got amalgamated with K V Arochem Private Limited ("Transferee Company"), a wholly-owned subsidiary of the Company pursuant to the Scheme of Amalgamation (the "Scheme") sanctioned by the Honorable High Court of Bombay vide its order dated 22 September 2016. The Scheme came into effect on 15 November 2016 upon filing of the court order with the Registrar of Companies, Mumbai by the respective companies and pursuant thereto, the entire business and all the assets and liabilities, duties, taxes and obligations of the Transferor Company have been transferred to and vested in the Transferee Company from the Appointed Date i.e. 01 May 2015.

Thereafter, the name of the Transferee Company was changed to ''Keva Fragrances Pvt. Ltd.''with effect from 14 December 2016.

The objective of merger was to enable optimal utilization of existing resources through consolidation of operations into a single legal entity, provide an opportunity to leverage and pool skilled and experienced manpower of the respective companies and derive operational and financial synergies through prudent financial management and cost reduction.

SHARE CAPITAL

There has been no change in the capital structure during the year under review. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

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 Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure B to this Report.

DIRECTORS

Mr. Amit Dixit, Non-Executive Director, is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, has offered himself for re-appointment. Your Directors recommend his re-appointment as Non-Executive Director of your Company.

Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries. None of the Directors of the Company has been disqualified to be a Director of the Company on account of non-compliance with any of the provisions of the Companies Act, 1956 or Companies Act, 2013, as applicable. The Independent Directors have been familiarized with the Company, their roles, rights, responsibilities in the Company etc. The details of the Familiarization Programme are available on the website of the Company www. keva.co.in. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.

BOARD MEETINGS

During the year, 7 (seven) Board Meetings were convened and held on 27.05.2016, 09.08.2016, 29.08.2016, 14.11.2016, 30.11.2016, 14.02.2017 and 27.03.2017. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company meet without the presence of the Managing Director or 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 27 March 2017.

COMMITTEES OF THE BOARD

The Company has constituted various Board level committees in accordance with the requirements of Companies Act, 2013. The Board has the following committees as under:

Audit Committee

Nomination & Remuneration Committee Corporate Social Responsibility Committee Stakeholders ‘Relationship Committee

Details of the above Committees along with composition and meetings held during the year under review are provided in the Corporate Governance Report forming part of this Report.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and the Corporate Governance requirements as prescribed by SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors. A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Executive Directors of the Company. This was followed by a Board Meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. 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; c) to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the policy are to ensure that:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors 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 Company''s 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.

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on 31 March 2017 are as follows:

Mr. Ramesh Vaze: Managing Director

Mr. Kedar Vaze: Whole Time Director and Group Chief Executive Officer and

Mr.Tapas Majumdar: Executive VP and Chief Financial Officer

Mrs. Deepti Chandratre: Company Secretary & DGM - Legal

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

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 profit or 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 this 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 system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

Your Company''s Auditors, B S R & Co. LLP [holding Registration No. 101248W/W-100022 with the Institute of Chartered Accountants of India (ICAI)] were appointed as the Statutory Auditors at the Annual General Meeting of the Company held on 18 September 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, their appointment is to be ratified by the shareholders under Section 139 of the Companies Act, 2013 at the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility to the effect that their appointment, if ratified, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment.

The Auditors ‘Report on the Annual Accounts of the Company forms part of the Annual Report and when read with notes on financial statements, is self- explanatory, and hence, does not call for any further comments under Section 134 of the Companies Act, 2013. In relation to para 2(a) in the Auditors ‘Report, directors wish to state that there was delay in recording certain cash amounts received in the normal course of business in Company''s retail outlet in Mumbai. These were subsequently recorded and have been properly reflected in the financial statements.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mehta & Mehta, Practicing Company Secretaries, as its Secretarial Auditor to undertake the secretarial audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31 March 2017 is annexed herewith as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEMS

The Company has a well-placed, proper and adequate Internal Financial Control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company has laid down standard operating procedures and policies to guide the operations of the business. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

A summary of the Internal Audit Reports containing significant findings by the Internal Auditor along with follow-up actions thereafter is placed before the Audit Committee periodically for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and observations from time to time.

RISK MANAGEMENT

The Board of Directors of your Company has formulated and approved a Risk Management Policy in terms of the requirement of the Companies Act, 2013 and the SEBI Listing Regulations. The Policy has been drafted to identify the risks to the Company and to control and manage the risks and mitigate the loss from the risks. The Board is responsible for the overall process of risk management in the organization. Through Enterprise Risk Management Programme, Business Units, Corporate functions address opportunities and the attendant risks through an institutionalized approach aligned to the Company''s objectives. This is facilitated by Internal Audit. The business risk is managed through cross functional involvement and communication across businesses. In the opinion of the Board, there has been no identification of elements of risk that may threaten the existence of the Company.

The focus of compliance activities is on quality, environmental protection, health, work safety, product safety, risk and value management and combating corruption. Your Company continues to monitor legal and compliance functions through workflow based compliance software tool ''LRMS''. LRMS 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. This tool enables compliances to be made and tracked by factories and offices of your Company across the country.

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 Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there under and the SEBI Listing Regulations has been implemented by the Company through the Whistle Blower Policy. The Policy provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy may be accessed on the website of the Company at www.keva.co.in. During the year under review, no protected disclosure from any Whistle Blower was received by the designated officer under the Whistle Blower Policy.

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 Company''s operations in future.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices and has zero tolerance for sexual harassment at workplace. It is the continuous endeavor of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Flarassment at Workplace and constituted Internal Complaints Committee in line with the provisions of the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Policy is gender neutral. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year, 1 complaint with allegations of sexual harassment was filed with the Company and the same was investigated and resolved as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

India is a nation of a billion dreams, a billion aspirations and above all, great opportunities. To turn these dreams into reality, especially for the vulnerable sections of the society, the Company has taken the path of inclusive development to address their basic needs and is at the forefront of Corporate Social Responsibility (CSR) and sustainability initiatives and practices. While social responsibility has been ingrained in Keva culture since our earliest days as a Company, Keva is committed to inclusive, sustainable development and contributing to building and sustaining economic, social and environmental capital and to pursue CSR projects that are scalable and sustainable with a significant multiplier impact on sustainable livelihood creation and environmental replenishment.

Towards this end, your Company adopted a comprehensive CSR Policy that defines the framework for your Company''s CSR Programme. The CSR Policy may be accessed on the Company''s website at the link: www.keva.co.in.

The Company has focuses on areas like environmental sustainability, conservation of energy, child education and empowerment, equipping and up gradation of educational infrastructure set up with an aim to provide improved and advanced education system, support visually challenged people through perfumery trainings and employability and rural development. It also partners in relief operations in rural areas in case of natural calamity or disaster.

The Company also undertakes other need based initiatives in compliance with Schedule VII to the Companies Act, 2013. During the year, the Company has spent Rs.1.20 Crore on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure D.

CONSERVATION OF ENERGY

Energy Conservation is unquestionably of great importance to all of us since we rely on energy for everything we do every single day. Energy supplies are limited and to maintain a good quality of life, we must find ways to use energy wisely. Though the Company''s operations involve low energy consumption, the Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end.

The following key initiatives have been undertaken by your Company towards conservation of energy/utilizing alternate sources of energy:

-Installation of Solar Panels at Mulund and Vashivali Units.

-Successful commissioning of'' PNG fuel ''in canteen instead of LPG.

-Installation of Energy Efficient LED lights in place of conventional lights.

-Introduction of auto on-off system of exhaust fan in lift rooms.

-Introduction of compressed air backup system for CDL machine for blending function.

-Replacement of existing steam ejectors used in vaccum generation in distillation assembly at Vapi Unit with efficient steam ejectors having low steam consumption. This has led to fuel saving of approx. 31 MT pa.

-Implementation of condensate and flush recovery project at Vapi Unit for recovery of condensed steam generated in distillation process and reusing the high temperature water as boiler feed. Reuse of the condensed steam i.e. high temperature water as boiler feed has led to saving of fuel of approx. 84 MT pa. that was being used earlier for pre-heating of water in distillation process.

-Close monitoring of lighting system by providing dedicated team to avoid unwanted lighting power.

-Implemented tertiary treatment system for Effluent treatment plant to reduce COD load in discharge at Vashivali and Mulund Units of Keva.

The capital expenditure on energy conservation during the year under review was Rs.4.50 crores on a consolidated basis.

ENVIRONMENT, HEALTH AND SAFETY

Environment, Health and Safety (EHS) is one of the primary focus areas for your Company. Your Company''s policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate.

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.

Your Company also invests resources and efforts in training and hardware up gradation to move the needle on safety During the year, your Company has made substantial investments on sourcing and installation of renewable energy

EHS initiatives taken by Keva are as under:

-Implementation of online incident reporting system at Mulund Unit.

Implementation of contractor safety management system and behaviour based safety management system at Mulund Unit.

Organization of Mock safety drills.

Imparting training in first aid, road safety, fire safety, ergonomics, use of PPEs, safe handling of chemicals, contract labour safety, SCBA training etc.

-Formation of Emergency Response Team at Mulund Unit. Organization of Safety competitions.

-Commissioning of Sewage Treatment Plant of capacity 25 KL per day atVashivali Unit.

-Commissioning of rooftop solar power plants at units at Vashivali and Mulund.

-Tree Plantation on World Environment Day.

TECHNOLOGY ABSORPTION

The future belongs to those who can innovate. 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. In keeping with Keva''s strategic vision, Keva has stayed invested in research and has been making brisk progress with a robust pipeline of innovative fragrances and flavours and novel formulations. Within Fragrances, our technologies are working to enhance the day-to-day experience of consumers across a multitude of product lines. Your Company continued to invest in creating additional lab infrastructure, advanced analytical instruments and recruitment of high calibre perfumers and flavourists to boost in-house research and build new capability platforms.

A high innovation driven approach to products under development will help the Company for timely delivery of its envisaged future product portfolio. All products manufactured today and those under development are the fruits of our steadfast focus on ingenious R&D. The Company has continued its endeavour to adopt and learn new technologies for its product range; and stay ahead of the curve in view of a globally competitive market.

Your Company''s 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.

You will be glad to know that your Company has built world-class Creative Centres equipped with the state-of-the-art infrastructure required for research and new product development. The Innovation team continuously does market research as well as customer survey to understand the needs and requirements of the consumers. Expenditure on R & D and creative development during the year under review was Rs. 16.49 Crores on standalone basis and Rs.26.41 Crores on consolidated basis.

Your Company''s R&D function will continue to focus on consumer insight based unique, differentiated yet relevant superior products, renovation of the portfolio for better value and sensorial delight leading to sustainable profitable share growth for your Company

HUMAN RESOURCES

At Keva, we are focused on building an organization which continuously innovates, nurtures and develops talent and FIR 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. At Keva, employees from diverse backgrounds with 10 different nationalities, provide unique perspectives to all aspects of the business, from discovery to creation to sales. Our values - SPIRIT of Keva (where SPIRIT stands for Stewardship, Partnership Innovation, Responsibility, Integrity, and Teamwork) binds our diverse workforce. SPIRIT of Keva awareness sessions were rolled out and cascaded amongst all levels of management and across all geographies in the year 2016.

As a growing organization while attracting talent is critical, Keva places equal emphasis on honing and growing their knowledge and skills to groom them for higher roles and more responsibilities. It 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.

Novel programs such as ‘Managerial Effectiveness!''Building Leaders for Tomorrow'', ''Executive Presence'' and ''Advanced Leadership Development Program''have helped harnessing the potential of the managers and create future leaders of Keva. Signature programs like ''Urja''and''Saksham'', specially designed for workers aim at developing personal and professional excellence through self-driven approach. LEAD (Leveraging E-learning for Accelerated Development) - our e- learning platform - provides world class learning solution in all locations across the globe. For a growing and expanding company, Keva needs to build a talent pipeline and make the organization future-ready. Keva launched its Global Talent Management Program - LeAP (Leadership Advancement Program) with an aim to identify and build talent pipeline. LeAP will help Keva to have a focused approach towards building careers from within going forward. Keva Star - Keva''s Global Recognition Program, applauds the stellar performances that have made a direct impact on the organization. Half yearly Town Halls provide an open and transparent channel of communication with the CEO and the business and strategy of the organization. Your Company has also launched Ear2Hear- Employee Assistance Program for Keva''s employees and their families where they can seek help of professional counsellors on various personal issues and concerns.

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees as required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E to this Report. Details of employee remuneration as required under provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the report and accounts are being sent to the Members and others entitled thereto, excluding the said information which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

INDUSTRIAL RELATIONS

The Company is proud of its work culture which emphasizes safety, high productivity, good health, quality of life and overall wellbeing of employees. The Company maintained healthy, cordial and harmonious industrial relations at all levels. A peaceful, Long Term Settlement was executed while maintaining zero man day loss at our manufacturing plant at Vashivali.

The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the dominant position in the industry. The Board acknowledges the contribution of the workers and the employees towards meeting the objectives of the Company.

INFORMATION TECHNOLOGY

Your Company has invested in a superior IT infrastructure as a tool to improve work efficiency, reduce errors/duplication, enhance business relationships, manage inventories better and cut down on internal administrative delays.

As a journey towards continual improvement, Keva has achieved a milestone by implementing ISO 27001 Security Management Systems (ISMS) standard for IT Infrastructure Services, certified by NAQ-a reputed UK based body. This provides an independent third party validation of an organization''s Security Management Systems. Implementing this standard will enable mitigation of risk of Information Security breaches as also the impact of Information Security breaches when they occur. This shall also aid in streamlining the IT processes across Keva and building a secure infrastructure for business operations.

Embracing technology and bringing in a platform, accessible to all employees, anywhere and anytime, HR transitioned from paper-based HR processes to a cloud based online system, with the implementation of Success Factors. Through this single HR platform, employees across the globe have an easy access to HR related information - policies, newsletters, news flash, team information, Performance Development Process, Learning and Development, and other HR processes on real time basis. All employees in India, South East Asia and The Netherlands are currently connected through Success Factors.

The existing infrastructure of the Company includes a robust centralized ERP system based on SAP capable of covering business functions across finance, inventory management, procurement and logistics. The Company has also deployed Qlikview which provides a wide array of data analysis facilities.

CUPID - a homegrown ERP application for a Customer Project Integrated Development Process provides a state of the art solution for project management. CUPID provides a single platform for managing customer projects right from the moment sales person enters the customer''s project until the time samples are delivered to the sales person for customer submission.

The IT infrastructure has enabled the Company to streamline operations, resulting in centralized processing of data and timely information sharing.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure F to this Report.

AWARDS AND RECOGNITION

The World HRD Congress recognizes corporate and individuals for their contribution in employee engagement, strategic HR management, talent management, recruiting and staffing. Our contemporary HR practices have been recognized at external platforms. Your Company has been ranked 29^th''Dream Company to Work For''by the World HRD Congress in February 2017.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company''s 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 would like to express their sincere appreciation of the positive co-operation received from the Government Authorities, Financial Institutions and the Bankers. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers and staff of the Company resulting in the successful performance of the Company during the year. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of Directors of

S H KELKAR AND COMPANY LIMITED

CIN: L74999MH1955PLC009593

RameshVaze KedarVaze

Mumbai Managing Director Director & Chief Executive Officer

12 May 2017 DIN:00509751 DIN: 00511325