We have audited the accompanying standalone financial
statements of S H Kelkar and Company Limited (the
"Company"), which comprise the Balance Sheet as at 31 March
2025 and the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flows and the
Statement of Changes in Equity for the year ended on that date,
and notes to the financial statements, including a summary of
material accounting policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 (the "Act") in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act,
("Ind AS") and other accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March
2025 and its loss, total comprehensive loss, its cash flows and
the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing ("SA"s) specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor's Responsibility
for the Audit of the Standalone Financial Statements section of
our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered
Accountants of India (" IC AI") together with the ethical
requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAI's Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.

Key Audit Matters

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

on these matters. We have determined the matters described
below to be the key audit matters to be communicated in
our report.

Valuation of investments in subsidiaries (refer note 2.3 (h)
and note 9 to the standalone financial statements)

The Company's assessment of valuation of investments in
foreign subsidiaries namely, Keva Europe BV, Creative Flavours
& Fragrances SpA (CFF) and Keva Fragrance Industries Pte Ltd.,
Singapore amounting to Rs. 404.87 crores involves significant
management estimates and judgements relating to forecast
of future revenues, operating margins and discount rates
while determining the corresponding recoverable values using
discounted cash flow method.

Considering the judgement required for estimating the cash
flows and the key assumptions used, this has been considered
as a key audit matter.

Principal audit procedures:

• Tested the design, implementation and operating
effectiveness of key controls over valuation of investments
in subsidiaries.

• Evaluated the reasonableness of key assumptions and
inputs in the cash flow forecasts (including revenue,
operating margin, discount rate) considering the current
economic scenario, understanding of the business,
retrospective review of prior year's forecast against actual
results and inputs from internal valuation specialists.

• Assessed the sensitivity of the outcome of impairment
assessment in response to changes in the said
key assumptions.

• Evaluated adequacy of the related disclosures in the
standalone financial statements.

Accounting for the loss on account of the fire accident and
the related insurance claim (Refer Note 58 to the standalone
financial statements)

On April 23, 2024, a major fire broke out at one of the
manufacturing units of the Company at Vashivali which
caused damage to the property, plant and equipment and
inventories. As stated in the said note, the Company is insured
for fire incidents including for damage to its property, plant and
equipment, inventories and loss of profits. The Company has
submitted its claim which has been admitted by the insurance
company and an interim relief has been approved while the
amount of final loss under the policy is being evaluated by
the surveyor. The determination of the loss and recording
of insurance claim income involves significant management
judgement considering the nature and quantitative significance
of the amounts involved.

Principal audit procedures:

• Obtained and examined the list of assets and inventories
destroyed during the fire incident.

• Visited the plant location to physically observe the damage
to the property, plant and equipment and inventories.

• Assessed completeness and accuracy of the loss accounted
by comparing the list of assets and inventories damaged
with the respective registers maintained in the Company's
ERP system.

• Verified the Company's insurance policy and underlying
documents to ascertain validity, adequacy and coverage
of the claim submitted.

• Verified the Company's correspondences regarding the
claim with the insurance company including the timing
of intimation, amount claimed, relevant documents and
reports regarding the fire incident and interim relief
approval communicated by the insurance company.

• Verified the legal opinion obtained by the Company
and correspondence from the insurance broker of the
Company with respect to the validity and admissibility of
the claim submitted.

• Verified the insurance claim recorded as income in
accordance with its accounting policy.

• Assessed the appropriateness of the presentation
and disclosures made in relation to the loss and the
related insurance claim income in the standalone
financial statements.

Information Other than the Financial Statements and

Auditor's Report Thereon

• The Company's Board of Directors is responsible for the
other information. The other information comprises
the information included in the Board's report, Report
on Corporate Governance, Business Responsibility
and Sustainability Report, but does not include the
consolidated financial statements, standalone financial
statements and our auditor's report thereon.

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

• In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained during
the course of our audit or otherwise appears to be
materially misstated.

• If, based on the work we have performed on the other
information that we obtained prior to the date of this
auditor's report, we conclude that there is a material

misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors' for
the Standalone Financial Statements

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

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

The Company's Board of Directors is also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone
Financial Statements

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

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

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive

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

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

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

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

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

• Obtain sufficient appropriate audit evidence regarding
the financial information of the Company to express an
opinion on the standalone financial statements.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements
may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the standalone
financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit

we report that:

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

b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.

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

d) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.

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

f) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure A". Our report expresses
an unmodified opinion on the adequacy and
operating effectiveness of the Company's internal
financial controls with reference to standalone
financial statements.

g) I n our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its whole time
director during the year is in excess of the limits laid
down under section 197 of the Act read with Schedule

manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. As stated in Note 18 to the Standalone
Financial Statements, the Board of Directors
of the Company has proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. Such dividend proposed
is in accordance with section 123 of the Act,
as applicable.

The interim dividend paid by the Company
during the year in respect of the previous
year is in accordance with section 123 of the
Companies Act 2013 to the extent it applies to
payment of dividend.

vi. Based on our examination, which included test
checks, the Company has used an accounting
software for maintaining its books of account
for the financial year ended 31 March 2025
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software system.

Further, during the course of our audit we did
not come across any instance of the audit trail
feature being tampered with and the audit trail
has been preserved by the Company as per the
statutory requirements for record retention.

2. As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government in
terms of Section 143(11) of the Act, we give in "Annexure B"
a statement on the matters specified in paragraphs 3 and 4
of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants
(Firm's Registration No. 117366W/W-100018)

Vishal L. Parekh

Partner

Place: Mumbai Membership No. 113918

Date: 16 May 2025 UDIN:25113918BMKWGJ6823