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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 539450ISIN: INE500L01026INDUSTRY: Personal Care

BSE   ` 155.25   Open: 153.00   Today's Range 153.00
157.10
+1.50 (+ 0.97 %) Prev Close: 153.75 52 Week Range 111.70
275.20
Year End :2026-03 

a. Keva Fragrance Industries Pte Ltd (Singapore), wholly owned subsidiary of the Company has accumulated losses as at 31 March 2026. 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 CFF Keva Italy SpA (Formerly Creative Flavours & 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 25 July 2025, S H Kelkar and Company Limited made a further investment of ?81.43 crores (equivalent to EUR 8.0 million) in the equity shares of 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.

Inventories which comprise raw materials, work-in-progress finished goods and packing materials are carried at the lower of cost and net realisable value.

The write-down of inventories to net realisable value during the year amounted to ? 1.36 crores (31 March 2025: ? 0.42 crores). The write down of inventories are included in cost of materials consumed or changes in inventories of finished goods and work-in-progress in the Standalone Statement of Profit and Loss.

Sanctioned Borrowings Limits are secured by way of hypothecation of Inventories both in hand and transit (Refer note 18).

(a) Trade receivables considered good- Unsecured as at 31 March 2026 include ? 10.9 crores (31 March 2025: ? 12.02 crores) due from firms, body corporates or private companies in which a director is a partner or a director or member (Refer note 42).

(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 36D(i).

(c) The Company's exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in Note 36D(i).

(d) Sanctioned Borrowings Limits are secured by way of hypothecation of book debts and other receivables (Refer note 18).

Terms of / Rights attached to each classes of shares Terms of / Rights attached to Equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

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.

The Board of Directors at its meeting held on 29 March 2024 has declared interim dividend of ? 0.75 per equity shares as final dividend for the financial year 2023-24.

The Board of Directors recommended a final dividend of ? 1 for the year ended 31 March 2025, at its meeting held on 16 May 2025 and same was approved at the annual general meeting held on 12 August 2025.

The Board of Directors of the Company, at its meeting held on 06 February 2026 declared an interim dividend of ? 1 per equity share for FY 2025-26, aggregating to ? 13.84 crores.

a) USD Term Loan availed by the Company aggregating ' 152.75 Crs (USD 16.14 Million) and INR Term Loan aggregating ' 69.95 Crs. Loan backed by Charge on Land & Building and Moveable Fixed Assets (Present and Future). USD Term Loan carries interest @ Overnight SOFR 1.65% bps p.a. and INR Term Loan carries interest @ Repo Rate 235 bps Spread p.a.

b) Working Capital loans of ? 85 crores (31 March 2025: ? 55 crores) carrying interest at the rate of 6.75% to 7.65% 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 2025, 30 September 2025, 31 December 2025 and 31 March 2026.

c) Loan from Keva Fragrances Private Limited, a subsidiary is repayable on mutually agreed terms and carries interest of RBI Repo rate plus 250 bps spread.

(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 ? 1.69 crores (previous year ? 1.45 crores) in contributions to its defined benefit plans in 2026-27.

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 ? 6.11 crores (2024-25: ? 5.18 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.

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 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.

Cash and cash equivalents

The Company held cash and cash equivalents of ? 6.74 crores at 31 March 2026 (31 March 2025: ? 13.12 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 2026 (31 March 2025: ? 0.12 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 during the previous year, an impairment provision of ? 9.84 crores had been recognized in the Statement of Profit and Loss and the same had 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.

Sensitivity analysis

The Company is mainly exposed to changes in USD and Euro. A reasonably possible strengthening (weakening) of the Indian Rupee against USD and Euro at 31 March 2026 and 2025 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

(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.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rate at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

37 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 2026, the Company has only one class of equity shares, long term debt, short term debts. 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.

(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.

The Company designates interest rate swaps and interest rate options to hedge its currency and interest risk and generally applies hedge ratio of 1:1.

All these derivatives have been marked to market to reflect their fair value and the fair value differences representing the effective portion of such hedge have been taken to equity.

38 Contingent liabilities and commitments

(? in crores)

Particulars

As at 31 March 2026

As at 31 March 2025

A. Contingent liabilities

a. Direct and Indirect taxes

Income Taxes

57.12

55.84

Custom duty

1.17

1.17

Service Taxes

11.27

11.33

Sales Tax

0.37

0.37

GST

0.02

-

b. Corporate Guarantee

Corporate guarantees given for loans taken by subsidiary companies (Refer note 42)

546.06

585.83

B. Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for net of advances, tangible assets

8.03

55.58

46 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.

(a) Other Non Current Financial Assets and other Income

Loans advanced to the Trust have been eliminated on consolidation amounting to ? 50.50 crores as at 31 March, 2025 (previous year ? 50.50 crores) and interest income of Nil crores (previous year NIL) on the above loan is also eliminated.

47(a) A major fire broke out at the Vashivali plant of the Company located at Raigad district Maharashtra on 23 April 2024. There were no injuries or loss of life and the safety of all the personnel was ensured. The Company had recognised a loss in respect of Property, Plant & Equipment and inventories of ?60.55 crores (net of an interim relief of ? 95 crores towards the said claim from the insurance company and ? 4.64 crores towards scrap realisation) which was presented as exceptional item during the previous year. During the year ended 31 March 2026, the Company has realised an amount of ? 35.46 crores in respect of claim from Insurance company and ? 2.85 crores in respect of sale of scrap. Further, during the year ended 31 March 2026, the Company has incurred expenses of ? 3.86 crores related to warehouse debonding and ? 2.39 crores in respect of interest on GST input credit reversals. Accordingly, the net amount of ? 32.06 crores for the year ended 31 March 2026, has been presented as an exceptional item in the Statement of Standalone Profit and Loss.

47(b)The Company holds an investment in equity shares and a loan receivable from its wholly owned subsidiary, Keva Ventures Private Limited. During the previous year, 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 had 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 had been considered as fully impaired as at 31 March 2025 and an impairment loss of ? 10.84 crores had 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 is and will be reviewed periodically.

48 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.

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

50 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.

51 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

52 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.

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

54 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.

55 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 2026.