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S H Kelkar & Company Ltd.

Notes to Accounts

NSE: SHKEQ BSE: 539450ISIN: INE500L01026INDUSTRY: Personal Care

BSE   Rs 254.35   Open: 257.55   Today's Range 251.20
258.65
 
NSE
Rs 254.70
-2.56 ( -1.01 %)
-3.15 ( -1.24 %) Prev Close: 257.50 52 Week Range 141.50
335.25
You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 3525.58 Cr. P/BV 3.03 Book Value (Rs.) 84.10
52 Week High/Low (Rs.) 336/157 FV/ML 10/1 P/E(X) 48.14
Bookclosure 01/08/2025 EPS (Rs.) 5.29 Div Yield (%) 0.39
Year End :2025-03 

3.12 Provisions and contingencies

A provision is recognised if, as a result of a past event,
the Company has a present legal or constructive
obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are
determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks
specific to the liability. The unwinding of the discount
is recognised as finance cost.

A disclosure for a contingent liability is made when
there is a possible obligation or a present obligation
that may, but will probably not, require an outflow
of resources embodying economic benefits or the
amount of such obligation cannot be measured
reliably. When there is a possible obligation or a
present obligation in respect of which the likelihood
of outflow of resources is remote, no provision or
disclosure is made.

3.13 Leases

i Company as Lessee

The Company assesses whether a contract is or
contains a lease, at inception of a contract. The
assessment involves the exercise of judgement
about whether (i) the contract involves the use of an
identified asset, (ii) the Company has substantially all
of the economic benefits from the use of the asset
through the period of the lease, and (iii) the Company
has the right to direct the use of the asset.

The Company recognises right-of-use asset ('ROU')
representing its right to use the underlying asset
for the lease term at the lease commencement
date. The cost of the right-of-use asset measured at
inception shall comprise of the amount of the initial
measurement of the lease liability adjusted for any
lease payments made at or before the commencement
date less any lease incentives received, plus any initial
direct costs incurred and an estimate of costs to be
incurred by the lessee in dismantling and removing
the underlying asset or restoring the underlying asset
or site on which it is located. The right-of-use assets is
subsequently measured at cost less any accumulated
depreciation, accumulated impairment losses, if any
and adjusted for any remeasurement of the lease
liability. The right-of-use assets is depreciated using
the straight-line method from the commencement
date over the shorter of lease term or useful life of
right-of-use asset. The estimated useful lives of right-
of use assets are determined on the same basis as
those of property, plant and equipment. Right-of-use
assets are tested for impairment whenever there is
any indication that their carrying amounts may not
be recoverable. Impairment loss, if any, is recognised
in the statement of profit and loss.

The Company measures the lease liability at the
present value of the lease payments that are not
paid at the commencement date of the lease. The
lease payments are discounted using the interest
rate implicit in the lease, if that rate can be readily
determined. If that rate cannot be readily determined,
the Company uses incremental borrowing rate.
For leases with reasonably similar characteristics,
the Company, on a lease by lease basis, may adopt
either the incremental borrowing rate specific to
the lease or the incremental borrowing rate for
the portfolio as a whole. The lease payments shall

include fixed payments, exercise price of a purchase
option where the Company is reasonably certain to
exercise that option and payments of penalties for
terminating the lease, if the lease term reflects the
lessee exercising an option to terminate the lease.
The lease liability is subsequently remeasured by
increasing the carrying amount to reflect interest
on the lease liability, reducing the carrying amount
to reflect the lease payments made and remeasuring
the carrying amount to reflect any reassessment or
lease modifications or to reflect revised in-substance
fixed lease payments. The Company recognises the
amount of the re-measurement of lease liability due
to modification as an adjustment to the right-of-use
asset and Statement of Profit and Loss depending
upon the nature of modification. Where the carrying
amount of the right-of-use asset is reduced to zero
and there is a further reduction in the measurement
of the lease liability, the Company recognises
any remaining amount of the re-measurement in
Statement of Profit and Loss.

Lease payments included in the measurement of the
lease liability include fixed payments, variable lease
payments that depend on an index or a rate known
at the commencement date; and extension option
payments or purchase options payment which the
Company is reasonable certain to exercise.

Variable lease payments that do not depend on an
index or rate are not included in the measurement
the lease liability and the ROU asset. The related
payments are recognised as an expense in the period
in which the event or condition that triggers those
payments occurs and are included in the line "other
expenses" in the Statement of Profit or Loss.

After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made
and remeasured (with a corresponding adjustment
to the related ROU asset) when there is a change
in future lease payments in case of renegotiation,
changes of an index or rate or in case of reassessment
of options."

Short-term leases and leases of low-value assets

The Company has elected not to apply the
requirements of Ind AS 116 Leases to short-term
leases of all assets that have a lease term of 12 months

goodwill is recognised in the standalone Statement
of Profit and Loss. An impairment loss recognized
on goodwill is not reversed in subsequent periods.
On disposal of a CGU to which goodwill is allocated,
the goodwill associated with the disposed CGU is
included in the carrying amount of the CGU when
determining the gain or loss on disposal.

3.15 Cash and cash equivalents

Cash and cash equivalents in the balance sheet
comprise cash at banks and on hand and short-term
deposits with an original maturity of three months
or less, which are subject to an insignificant risk of
changes in value.

For the purpose of the Statement of Cash Flows, cash
and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank
overdrafts as they are considered an integral part of
the Company's cash management.

3.16 Events after Reporting date

Where events occurring after the Balance Sheet date
provide evidence of conditions that existed at the end

or less and leases for which the underlying asset is of
low value. The lease payments associated with these
leases are recognized as an expense on a straight-line
basis over the lease term.

ii Company as Lessor

At the inception of the lease the Company classifies
each of its leases as either an operating lease or a
finance lease.

To classify each lease, the Company makes an
overall assessment of whether the lease transfers
substantially all of the risks and rewards incidental
to ownership of the underlying asset. If this is the
case, then the lease is a finance lease; if not then it
is an operating lease. The Company recognises lease
payments received under operating leases as income
on a straight- line basis over the lease term.

3.14 Impairment of non-financial assets and Goodwill

The Company's non-financial assets, other than
inventories and deferred tax assets, are reviewed at
each reporting date to determine whether there is
any indication of impairment. If any such indication
exists, then the asset's recoverable amount is
estimated. Intangible assets under development is
tested annually for impairment. An impairment loss is
recognised if the carrying amount of an asset exceeds
its estimated recoverable amount. Impairment losses
are recognised in the standalone statement of profit
and loss.

The recoverable amount is the higher of its value in
use and its fair value less costs to sell. Value in use is
based on the estimated future cash flows, discounted
to their present value using a pre-tax discount rate
that reflects current market assessments of the time
value of money and the risks specific to the asset.

I n respect of the assets for which impairment loss
has been recognised in prior periods, the Company
reviews at each reporting date whether there is any
indication that the loss has decreased or no longer
exists. When there is indication that an impairment
loss recognised for an asset (other than a revalued
asset) in earlier accounting periods which no longer
exists or may have decreased, impairment loss is
reversed to the extent the amount was previously
charged to the standalone statement of Profit and

Loss. In case of revalued assets, such reversal is
not recognised.

Goodwill

Goodwill is an asset representing the future
economic benefits arising from other assets acquired
in a business combination that are not individually
identified and separately recognised. Goodwill is
initially measured at cost, being the excess of the
consideration transferred over the net identifiable
assets acquired and liabilities assumed, measured in
accordance with Ind AS 103 - Business Combinations

Goodwill is considered to have indefinite useful life
and hence is not subject to amortization but tested
for impairment at least annually.

After initial recognition, goodwill is measured at cost
less any accumulated impairment losses.

For the purpose of impairment testing, goodwill
acquired in a business combination, is from the
acquisition date, allocated to each of the Company's
cash generating units (CGUs) that are expected to
benefit from the combination. A CGU is the smallest
identifiable group of assets that generates cash
inflows that are largely independent of the cash
inflows from other assets or group of Company's
assets. Each CGU or a combination of CGUs to which
goodwill is so allocated represents the lowest
level at which goodwill is monitored for internal
management purpose and it is not larger than an
operating segment of the Company.

A CGU to which goodwill is allocated is tested
for impairment annually, and whenever there
is an indication that the CGU may be impaired,
by comparing the carrying amount of the CGU,
including the goodwill, with the recoverable amount
of the CGU. If the recoverable amount of the CGU
exceeds the carrying amount of the CGU, the CGU
and the goodwill allocated to that CGU is regarded
as not impaired. If the carrying amount of the CGU
exceeds the recoverable amount of the CGU, the
Company recognizes an impairment loss by first
reducing the carrying amount of any goodwill
allocated to the CGU and then to other assets of
the CGU pro-rata based on the carrying amount
of each asset in the CGU. Any impairment loss on
of the reporting period, the impact of such events is
adjusted within the financial statements. Otherwise,
events after the Balance Sheet date of material size or
nature are only disclosed.

3.17 Dividend to Equity shareholders

Dividend to equity shareholders is recognised as a
liability and deducted from shareholders' Equity, in
the period in which the dividends are approved by
the equity shareholders in the general meeting.

3.18 Earnings per share (EPS)

Basic EPS is computed by dividing the Profit or
loss attributable to the equity shareholders of
the Company by the weighted average number
of Ordinary shares outstanding during the year.
Diluted EPS is computed by adjusting the profit or
loss attributable to the ordinary equity shareholders
and the weighted average number of ordinary
equity shares, for the effects of all dilutive potential
Ordinary shares.

a. Keva Fragrance Industries Pte Ltd (Singapore), wholly owned subsidiary of the company has accumulated losses as at March
31, 2025. S H Kelkar and Company Limited - the Parent Company has given written confirmation and has undertaken to
support the subsidiary. As per the confirmation, the Company undertakes not to divest its ownership interest directly or
indirectly in the subsidiary and provide such managerial, technical and financial assistance to ensure continued successful
operations of the subsidiary.

b. Investment in Creative Flavours and Fragrances SpA have been hypothecated against corporate guarantee issued by the
Company towards loan availed from bank by its subsidiary Keva Europe B. V.

c. On June 21, 2024, S H Kelkar and Company Limited has further invested in equity shares amounting to ? 58.53 crores
(equivalent USD 7.0 million) in its wholly owned subsidiary Keva Fragrance Industries Pte Ltd. On August 21, 2024, S H
Kelkar and Company Limited has invested in equity shares amounting to ? 16.74 crores (equivalent USD 2.0 million) in its
wholly owned subsidiary Keva USA Inc. On September 26, 2024, S H Kelkar and Company Limited has further invested in
equity shares amounting to ? 93.32 crores (equivalent EUR 10.0 million) in its wholly owned subsidiary Keva Europe B.V.

d. The shares have been suspended from trading and the Hico Products Limited is under liquidation. The Investment has
been provided in the books of the Company and the market value is considered Nil.

(a) Trade receivables considered good- Unsecured as at 31 March 2025 include ? 12.02 crores (31 March 2024: ? 50.98 crores)
due from firms, body corporates or private companies in which a director is a partner or a director or member (Refer
note 43).

(b) The loss allowance on trade receivables has been computed on the basis of Ind AS 109, Financial Instruments, which
requires such allowance to be made even for trade receivables considered good on the basis that credit risk exists even
though it may be very low Refer note 37D(i).

(c) The Company's exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in Note
37D(i).

(d) Sanctioned Borrowings Limits are secured by way of hypothecation of book debts and other receivables (Refer note 19).

B. Notes to Reserves

(i) Capital redemption reserve

Capital redemption reserve is created by transferring funds from free reserves in accordance with the provisions of
the Companies Act, 2013 (the 'Act') and its utilisation is also governed by the Act.

(ii) Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the
provisions of the Act.

(iii) General reserve

General Reserve is a free reserve which is created by transferring funds from retained earnings to meet future
obligations or purposes.

(iv) Other reserves

The Company had received a private equity investment in the form of equity shares and preference shares. Such
amounts received were classified as financial liability with reference to the terms and conditions attached with
such investment. On completion of the initial public offering, the private equity investor's rights were contractually
extinguished and consequently, the liability was derecognised on such date, with corresponding credit to equity
share capital and other relevant components of equity (including related gain on extinguishment).

(v) STARs reserves

The loss on sale of treasury shares and dividend earned on the same by the trust is recognised in STARs reserves.

(vi) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any Ind AS transition adjustments,
transfers to general reserve, dividends or other distributions paid to shareholders.

(vii) Cashflow hedge reserve

The Company has designated certain hedging instruments as cash flow hedges and any effective portion of cashflow
hedge is maintained in the said reserve. In case the hedging becomes ineffective, the amount is recognised in the
Statement of Profit and Loss.

Notes :

a) Term Loan availed by the Company aggregating ? 138.11 Crs ( USD 16.14 Million) Loan backed by Charge on Land & Building
and Moveable Fixed Assets (Present and Future). It carries interest @ Overnight SOFR 1.65% bps p.a.

b) Working Capital loans of ? 55 crores (31 March 2024: ? Nil crores) carrying interest at the rate of 7.82% to 8.34% p.a. are
repayable within 90 to 180 days from date of disbursment. Working capital loans from banks (including the sanctioned
limits) are secured by way of hypothecation of inventories both on hand and in transit and book debts, and other receivables
both present and future. The Company has filed / submitted the statements comprising (stock statements, book debt
statements, statements on ageing analysis of the debtors/other receivables, and other stipulated financial information)
with such banks and these statements are in agreement with the unaudited books of account of the Company of the
respective quarters ended on 30 June 2024, 30 September 2024, 31 December 2024, and 31 March 2025.

c) Loan from Keva Fragrances Private Limited, a subsidiary is repayable on demand and carries interest of RBI Repo rate plus
150 bps spread.

Note: The Company has formed its own trust for managing superannuation fund of its employees as per the permission granted by
the respective authority.

* Amount less than ? 0.01 crore

(ii) Defined Benefit Plans
Gratuity:

The Employees Gratuity Fund Scheme is managed by "S.H. Kelkar and Co. Ltd. Employee's Gratuity Fund". The fund has the
form of trust and it is governed by the Board of Trustees. The Board of Trustees is responsible for the administration of the
plan assets including investment of the funds in accordance with the norms prescribed by the Government of India.

The contribution to the fund is made by the Company based on the actuarial valuation using the "Projected Unit Credit"
Method. Gratuity is payable to all eligible employees of the Company on superannuation, death, and permanent
disablement, in terms of the provisions of the Payment of Gratuity Act, 1972.

These plans typically expose the Company to actuarial risk such as: investment risk, interest rate risk, longevity risk and
salary risk.

Investment risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference
to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it
will create plan deficit.

Interest risk:

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the
plan's assets.

Longevity Risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of
plan participants both during and after their employment. An increase in the life expectancy of the plan participants will
increase the plan's liability.

Salary Risk:

The Present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan's liability.

The Company expects to pay ? 1.45 crore (previous year ? 1.33 crore) in contributions to its defined benefit plans in
2025-26.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and
the amounts recognised in the Company's standalone financial statements as at balance sheet date:

Provident fund (Managed by the Trust set up by the Company)

The Company manages the Provident Fund plan through a Provident Fund Trust setup by the Company, for its employees
which is permitted under The Employees' Provident Fund and Miscellaneous Provisions Act, 1952 and is actuarially valued.
The plan envisages contribution by the employer and employees and guarantees interest at the rate notified by the Provident
Fund authority. The contribution by employer and employee, together with interest, are payable at the time of separation from
service or retirement, whichever is earlier.

The Company has contributed ? 5.18 crores (2023-24: ? 5.53 crores) to the Provident Fund Trust. The Company has an obligation
to fund any shortfall on the yield of the trust's investments over the guaranteed interest rates on an annual basis. These
administered rates are determined annually predominantly considering the social rather than economic factors and in most
cases the actual returned earned by the Company has been higher in the past years. The actuary has provided a valuation
for provident fund liabilities on the basis of guidance issued by Actuarial Society of India and based on the below provided
assumptions the shortfall has been recorded in the financial statement:

B. Measurement of fair values

The above table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value,
grouped into Level 1 to Level 3, as described below.

Quoted prices in an active market (Level 1): This level of hierarchy includes financial instruments that are measured by reference
to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists quoted equity shares and
mutual fund investments.

Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured
using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e.; as prices) or indirectly (i.e.; derived from prices). This level of hierarchy includes Company's over-the-counter (OTC)
derivative contracts.

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities
measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in
whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current
market transactions in the same instrument nor are they based on available market data. The company doesn't have such
financial instruments under this category.

C. Offsetting

The following table discloses the amounts that have been offset, in arriving at the balance sheet presentation and the amounts
that are available for offset only under certain conditions as at March 31, 2025:
oversees how management monitors compliance with the company's risk management policies and procedures, and reviews
the adequacy of the risk management framework in relation to the risks faced by the Company.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company's receivables from customers, investments and other
receivable in securities made.

The carrying amount of following financial assets represents the maximum credit exposure:

Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the factors that may influence the credit risk of its customer base, including the default risk of the
industry and country in which customers operate.

The Company uses an allowance matrix to measure the expected credit loss of trade receivables. Loss rates are based on actual
credit loss experience over the past 3 years. Trade receivables are in default (credit impaired), if the payment are more than 730
days past due.

D. Risk management framework

In the course of its business, the Company is exposed primarily to credit risk, liquidity risk and market risk like fluctuations in foreign
currency exchange rates, interest rates and equity prices, which may adversely impact the fair value of its financial instruments.

The Company has a risk management policy which covers the credit risk and other risks associated with the financial assets and
liabilities such as interest rate risks. The risk management policy is approved by the board of directors. The audit committee

Cash and cash equivalents

The Company held cash and cash equivalents of ? 13.12 crores at 31 March 2025 (31 March 2024: ? 21.38 crores). The cash and
cash equivalents are held with banks with good credit rating.

Other bank balances

The Company held other bank balance of ? 0.12 crores at 31 March 2025 (31 March 2024: ? 0.11 crores).

Other than trade and other receivables, the Company holds loan receivable from Keva Ventures Private Limited, its wholly
owned subsidiary aggregating to ? 9.84 crores. Based on the management's assessment considering the continued operating
losses, an impairment provision of ? 9.84 crores have been recognized in the Statement of Profit and Loss and the same has
been presented as an exceptional item.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The Company has
access to fund from debt market through loans from banks and other debt instruments.

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to non
derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.
The Company has entered into forward contract, mainly to manage exposure on investment in foreign currency.

iii Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will
affect the Company's income or the value of its holdings of financial instruments. The objective of Market risk management
is to manage and control market risk exposure with in acceptable parameters, while optimising the return. Martket risk is
attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term
debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our
investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and
operating activities in foreign currency.

(a) Currency risk

The Company is exposed to currency risk in respect of transaction in foreign currency. The functional currency of the
Company is primarily the local currency in which it operates.The currencies in which these transaction are primarily
denominated are Indian Rupee. The Company uses forward exchange contracts to hedge its foreign currency risk.

(b) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the
risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow
interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of
fluctuations in the interest rates.

c) Cash Flow Hedges

The objective of interest rate swaps and interest rate options is to hedge the cash flows of the foreign currency denominated
debt related to variation in interest rates. The hedge provides for conversion of variable interest rate into fixed interest
rate as per notional amount at agreed exchange rate. These forward contracts are designated as cash flow hedges. The
Company is following hedge accounting for interest rate swaps and interest rate options based on qualitative approach.

The Company is having risk management objectives and strategies for undertaking these hedge transactions. The Company
has maintained adequate documents stating the nature of the hedge and hedge effectiveness test. The Company assesses
hedge effectiveness based on following criteria:

i. An economic relationship between the hedged item and the hedging instrument.

ii. The effect of credit risk.

iii. Assessment of the hedge ratio.

38 Capital Management

For the purpose of the Company's capital management, capital includes issued capital and other equity reserves. The primary
objective of the Company's capital management is to safeguard its ability to continue as going concern and to maintain
and optimal capital structure so as to maximise shareholders value. The Company manages its capital structure and makes
adjustments in the light of changes in economic environment and the requirements of the financial covenants.

As at 31 March 2025, the Company has only one class of equity shares, long term debt, short term debts and finance lease
obligations. Consequent to such capital structure, there are no externally imposed capital requirements. In order to maintain
or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into
business based on its long term financial plans.

The Company monitors capital using adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total
debt less cash and bank balances and current investments.

Terms and conditions of transactions with related parties

a. All the transactions with the related parties were made on normal commercial terms and conditions and at market rates.

b. The Company has processed goods amounting to ? 381.75 crores through its wholly owned subsidiary, during the year ended
31 March 2025 (previous period ? Nil)

c. All the outstanding balances are unsecured and repayable in cash and on demand.

d. The managerial remuneration aggregating ? 3.00 crore paid to the whole time director for the financial year ended
31 March 2025 is in excess of the limits applicable under section 197 of the Companies Act, 2013 read with Schedule V thereto by
? 1.79 crore. Such excess has been approved by the Board of Directors and will be placed before the shareholders for their approval
in the forthcoming Annual General Meeting, pending which, the excess amount has been disclosed as recoverable from the whole
time director.

* Amount less than ? 0.01 crore

**Excludes provision for encashable leave and gratuity for certain key management personnel as a seperate acturial valuation is
not available.

# The loan given to the subsidiary has been fully impaired during the year. Refer note 48 (b).

44 Corporate social responsibility

As per Section 135 of the Act, a CSR committee has been formed by the Company. The funds are utilised during the year on the
activities which are specified in Schedule VII of the Companies Act 2013. The utilisation is done by way of direct contribution
towards various activities. Gross amount required to be spent by the Company during the year: ? 1.70 crores (previous year:
? 1.41 crores).

48 (a) A major fire broke out at the Vashivali plant of the Company located at Raigad district Maharashtra on 23 April 2024.

47 Consolidation of Trust

The Company had formed S H Kelkar Employee Benefit Trust through its trustees Barclays Wealth Trustees(India) Private Limited
for administering and implementing S H Kelkar Stock Appreciation Rights Scheme 2017 ('the Scheme') of the Company.

The Consolidation of the Trust financials statements with that of the Company does not in any manner affect the independence
of the trustees where the rights and obligations are regulated by the trust deed.

During FY 2023-24, the Company sold all equity shares held by its Employee Benefit Trust (EBT) for a total consideration of
? 49.14 crores, resulting in a recognized loss of ?21.95 crores. Following this, the Board of Directors approved the dissolution and
closure of the "S H Kelkar Employee Benefit Trust" on September 7, 2023. However, the closure remains pending due to ongoing
income tax assessment proceedings.

There were no injuries or loss of life and the safety of all the personnel was ensured. The Company has incurred a loss in
respect of Property, Plant & Equipment and inventories having a carrying value of ?160.18 crore. Accordingly, the Company
has recognised a loss of ?160.18 crore during the year. Subsequently, the Company got an interim relief approval (on
account payment) of ? 95 Crore towards the said claim from the insurance company on March 30, 2025. Out of the said ?
95 Crore, the Company has received an amount of ? 87.72 crore subsequent to the year end and is awaiting the balance
payment from insurance company towards one off co-insurer share. The Company has given an undertaking to indemnify
the insurance company, in case of any adverse findings in the claim which can impact the admissibility. Per information
available with the Company, there are no adverse findings which can impact the admissibility of the claim. Further to this,
the Company has also received an amount of ? 4.64 Crore during the year towards scrap realisation. Consequently, the
losses suffered on account of the fire net of the approved interim relief has been presented as an exceptional item in the
Statement of Profit and Loss.

48 (b) The Company holds an investment in equity shares and a loan receivable from its wholly owned subsidiary, Keva Ventures

Private Limited. Due to indicators of impairment such as continued operating losses and the subsidiary's recognition for
impairment losses for its investment in the subsidiary, the Company has carried out an assessment of the carrying value
of its investment in the equity shares of the Subsidiary and loan receivable as at 31 March 2025. The assessment was
conducted internally using the Discounted Cash Flow (DCF) method, based on the subsidiary's latest business forecasts.
Accordingly, the said investment and loan receivable have been considered as fully impaired as at 31 March 2025 and
an impairment loss of ? 10.84 crores has been recognized as an exceptional item in the Statement of Profit and Loss for
the year ended 31 March 2025. Management believes the assumptions used in the valuation are reasonable and reflect
current economic conditions. The impairment assessment will be reviewed periodically.

49 The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending
against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules
made there under.

50 The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any
government authority.

51 The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the
Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

52 Utilisation of borrowed funds :

1. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

a. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries) or

b. Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

2. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

53 There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such
as search or survey), that has not been recorded in the books of account.

54 The Company has not traded or invested in crypto currency or virtual currency during the year.

55 The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies
beyond the statutory period.

56 The Company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section
560 of Companies Act, 1956 for the year end 31 March 2025.

For and on behalf of the Board of Directors
S H Kelkar and Company Limited

CIN: L74999MH1955PLC009593

Ramesh Vaze Kedar Vaze

Director & Chairman Director & Group Chief Executive Officer

DIN: 00509751 DIN:00511325

Rohit Saraogi Deepti Chandratre

Group Chief Financial Officer Global Legal Counsel & Company Secretary

Secretary Membership No: A20759

Mumbai
16 May 2025

 
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