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 investors@keva.co.in.

SHARE CAPITAL

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

PUBLIC DEPOSITS

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

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

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

RELATED PARTY TRANSACTIONS

Prior omnibus approval of the Audit Committee is obtained for
transactions with related parties which are repetitive in nature.
Further, prior approval of the Audit Committee is obtained
for related party transactions proposed to be entered by the
subsidiary of the Company to which the Company is not a party,
exceeding 10% of the annual standalone turnover, as per the
last audited financial statements of the subsidiary. A statement
on Related Party Transactions specifying the details of the
transactions entered pursuant to the omnibus approval granted
is reviewed by the Audit Committee on a quarterly basis. Your
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

an employee life-cycle but is also specific to the requirements of
a specific function, business and role demand.

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

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

INDUSTRIAL RELATIONS

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

INFORMATION TECHNOLOGY

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

In product innovation, Cupid 2.0, our integrated fragrance
development platform, is now being rolled out to our European
teams, enhancing visibility, collaboration, and regulatory
compliance across the entire product lifecycle. Alongside this,
BMango, our dedicated 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.