S H Kelkar & Company Ltd

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 re-enactment(s) thereof, for the time being in force and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), this report covers the financial performance and other developments during the financial year 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.

(Rs. in Cr)

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 2023-24, 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%.

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.

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.

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.

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.

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

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

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.

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)

? 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.

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.

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 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.

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.

Mr. Ramesh Vaze (DIN: 00509751), Non-Executive Non-Independent 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 pro_ciency) and fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.

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.

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 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 29 March 2024.

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.

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.

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.

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

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.

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.

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 rati_cation of remuneration by Members at ensuing AGM.

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.

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.

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.

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.

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.

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.

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.

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.

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 e_uent generation? Usage of _ue gas heat recovery system for energy conservation in boiler? Steam condensate recovery system for reducing fresh water consumption and energy consumption in boiler

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

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.

? Use of STP-treated water for gardening

? Celebration of Road Safety Week, National Safety Week,

Fire Service Week, World Environment Day

? Annual Health Check-up was organized for the employees

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

? 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 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.

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.

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 investor@keva.co.in.

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.

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.

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.

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

1. T here has been no change in the nature of business 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.

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.

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.