Sanghvi Brands Ltd Directors Report

Dear Members,

The Directors are pleased to present the 15^th Annual Report of the Company, the affairs of the Company together with the Audited Financial Statements for the year ended on March 31, 2025.

The Board has made efforts to present to you, all requisite disclosures with an objective of maintaining transparency in our operations, management decisions and future prospects.

1. FINANCIAL SUMMARY

The financial highlights of the Company for the financial year ended on March 31, 2025 are presented below:

(Amount in INR Thousand)

Particulars	Standalone	Consolidated
	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Net Revenue from Operations	85,194.16	56,568.09	121986.56	9 1,270.37
Other Income	4485.06	3,013.53	5728.77	8455.43
Total Income	89679.22	59,581.62	127715.33	99,725.80
Total Expenditure	78145.83	60,168.44	116921.81	93,710.28
Profit before tax (PBT)	11533.39	(586.82)	10793.52	6015.52
Exceptional Items	-	-	-	-
Deferred Tax (Credit)	-	-	-	-
Current Tax	663.62	-	666.80	982.65
Taxes for Earlier Year	-	-	-	-
Proportionate Profit (Loss) of Associate Company	-	-	-	-
Profit after Taxes (PAT)	10869.77	(586.82)	10126.72	5032.87

(*Figures in brackets represent the negative values)

2. HIGHLIGHTS

During the year under review, the Company achieved a consolidated turnover of Rs. 1,21,986.56 thousand, marking an improvement over the previous financial year. The Profit After Tax (PAT) for the year stood at Rs. 10,126.72 thousand, as compared to a Rs. 5,032.87 thousand in the previous financial year, reflecting a strong turnaround in financial performance.

3. DIVIDEND

In order to strengthen the financial position of the Company and retain internal accruals for future growth, the Board of Directors has decided not to recommend any dividend for the financial year under review.

4. AMOUNTS TRANSFERRED TO GENERAL RESERVE

The Balance in Reserves & Surplus stands at Rs. -1200.39 (in thousands) in comparison with the previous year’s balance of Rs -12,070.16/- (in thousands).

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the business of the Company during the financial year ended March 31, 2025.

6. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 13,00,00,000, divided into 1,30,00,000 equity shares of Rs.10/- each.

The total Paid-up Capital of the Company as on 31^st March 2025 is Rs. 10,41,58,800 divided into 1,04,15,880 equity shares of Rs.10/- each. There was no change in the capital structure of the Company during the financial year 2024-25.

7. SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANIES

The following companies are subsidiaries of the Company as on March 31, 2025:

1. Sanghvi Beauty & Salon Private Limited

2. Sanghvi Fitness Private Limited

3. Sanghvi Brands SL (Private) Limited

As required under Companies Act, 2013, the audited consolidated financial statements of the Company prepared with applicable Accounting Standards are attached.

Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures in Form AOC-1 is enclosed as Annexure I, which forms part of this Report.

4. DEPOSITORY SYSTEM

Your Companys equity shares are in demat form only. The Company has appointed National Securities Depository Limited and Central Depository Services India Limited as depositories to the Company.

5. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

6. DEPOSITS

The Company had not accepted any Deposits from the public/shareholders within the meaning of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

7. INTERNAL FINANCIAL CONTROLS

As per the provision of Section 138 of the Companies Act, 2013, the Company has devised a proper system to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out timely. The internal financial controls with reference to financial statements as designed and implemented by the Company. During the year under review, no material or serious observation was received from the Internal Auditor of the Company for inefficiency and inadequacy of such controls.

8. RELATED PARTY TRANSACTIONS

All related party transactions have been entered into by the Company during the financial year in the ordinary course of business and at an arms length price. During the financial year under review, the Company has entered into contracts / arrangements / transactions with related parties, in accordance with the provisions of the Act.

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure II, which forms part of this Report.

9. PARTICULARS OF EMPLOYEES

The Company does not have any such employee, details of which are required to be disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

11. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Management Discussion and Analysis Report, in terms of Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms the part of this Annual Report as Annexure III.

12. REPORT ON CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders’ expectations while continuing to comply with the mandatory provisions and strive to comply nonmandatory requirements of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

However, certificate by CEO & CFO in accordance with provision of the Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure IV, which forms part of this Report.

13. STATUTORY AUDITORS AND THEIR REPORT

At the AGM of the Company held on 30^th September 2021, M/s. B.K. Khare & Co., Chartered Accountants, having registration number (Firm Registration No. 105102W), were appointed as Statutory auditors of the Company for a term of five years i.e. till the conclusion of Annual General Meeting to be held in the year 2026.

The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act. The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as appended thereto are self-explanatory and hence do not call for any further explanation.

The Report given by M/s. B.K. Khare & Co., Chartered Accountants on the financial Statements of the Company for the financial year 2024-2025 forms part of this Annual Report.

14. INTERNAL AUDITOR

The Board had appointed Komandoor & Co. LLP, Chartered Accountants, as the Internal Auditors of the Company to carry out the Internal Audit for the year 2024-2025 under the provisions of section 138 of the Companies Act, 2013.

There are no qualifications, adverse remarks or disclaimer made by the Internal Auditor in their Report.

15. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. H Choudhary & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as Annexure V to this report.

16. DETAILS OF FRAUD REPORTED BY AUDITOR UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013

During the year under review, no fraud has been reported by the auditor as specified under Section 143 (12) of the Companies Act, 2013.

17. DISCLOSURE ABOUT COST ACCOUNTS AND COST AUDIT

The Company is not engaged in the activities as prescribed under sub-section (1) of section 148 of Companies Act, 2013. Therefore, the company is not required to maintain cost records as specified by the Central Government.

18. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return is available on the Company’s website at www.sanghvibrands.com.

19. COMPLIANCE OF SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards related to the Board Meetings and General Meeting issued by the Institute of Company Secretaries of India (ICSI).

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has been constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

The Board of Directors as on March 31, 2025 consists of the following Directors:

Sl. No. Name of Director	DIN	Designation
1. Mr. Narendra Rikhabchand Sanghvi	02912085	Director
2. Mr. Darpan Narendra Sanghvi	02912102	Director
3. Ms. Disha Narendra Sanghvi	06788323	Director
4. Mr. Carlton Gerard Pereira	00106962	Director
5. Mr. Sunil Mohan Lulla	00110266	Director
6. Mr. Gaurav Balkrishan Agarwal	02531473	Director

Mr. Narendra Sanghvi is the father of Mr. Darpan Sanghvi and Ms. Disha Sanghvi. None of the other Directors are related to any other Director on the Board.

Retirement by rotation:

In terms of the provisions of Section 152 of the Act, Mr. Carlton Gerard Pereira (DIN: 00106962), Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025, are:

Sl. No. Name of KMPs	Designation
1. Mr. Laxmi Narayan Rathi	Chief Financial Officer
2. Dr. Vijay Aggarwal	Chief Executive Officer
3. Mrs. Kruti Haresh Shah	Company Secretary

During the year under review, there was no change in the Key Managerial Personnel. However, Mrs. Kruti Haresh Shah ceased to hold the position of Company Secretary with effect from August 10, 2025. Subsequently, Mrs. Aman Sharma was appointed as the Company Secretary with effect from August 11, 2025.

Declaration by Independent Directors

All the Independent Directors have given declarations that they meet the criteria o f independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent required under provisions of section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company’s Code of Conduct policy on an annual basis.

21. COMMITTEES

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationships Committee

Composition of Committees are as follows:

AUDIT COMMITTEE
Mr. Carlton Gerard Pereira	Chairman
Mr. Sunil Mohan Lulla	Member
Mr. Gaurav Balkrishan Agarwal	Member
NOMINATION AND REMUNERATION COMMITTEE
Mr. Carlton Gerard Pereira	Chairman
Mr. Sunil Mohan Lulla	Member
Mr. Gaurav Balkrishan Agarwal	Member
STAKEHOLDERS RELATIONSHIP COMMITTEE
Mr. Carlton Gerard Pereira	Chairman
Mr. Sunil Mohan Lulla	Member
Mr. Gaurav Balkrishan Agarwal	Member

22. BOARD AND COMMITTEE MEETINGS HELD DURING THE YEAR

a. Attendance of each Directors at the Board Meetings held during the year under review are given below;

NAMES	27-05-2024	07-09-2024	13-11-2024	05-03-2025
Carlton Gerard Pereira	P	A	P	A
Narendra Rikhabchand Sanghvi	P	P	P	P
Disha Narendra Sanghvi	P	P	P	P
Sunil Mohan Lulla	P	A	P	A
Gaurav Balkrishan Agarwal	A	A	P	A
Darpan Narendra Sanghvi	P	P	P	P

b. Attendance of each Members at the Audit Committee Meetings held during the year under review are given below;

NAMES	27-05-2024	13-11-2024
Carlton Gerard Pereira	P	P
Sunil Mohan Lulla	P	P
Gaurav Balkrishan Agarwal	A	P

c. Attendance of each Members at the Nomination and Remuneration Committee Meetings held during the year under review are given below;

NAMES	27-05-2024
Carlton Gerard Pereira	P
Sunil Mohan Lulla	P
Gaurav Balkrishan Agarwal	A

d. Attendance of each Members at the Stakeholder Relationship Committee Meetings held during the year under review are given below;

NAMES	27-05-2024
Carlton Gerard Pereira	P
Sunil Mohan Lulla	P
Gaurav Balkrishan Agarwal	A

* “P” denotes- Present, “A” denotes- Absent, “NA”-denotes- Person not entitled to attend the meeting in the capacity of Director.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a. In the preparation of the Annual Accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 2024-25 and of the Income/Expenditure Account of the Company for the same period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls in the Company that are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

24. RISK MANAGEMENT POLICY

The Board of the Company has evaluated a risk management to monitor the risk the management plan for the Company. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business.

The Company has devised a Risk Management Plan which is uploaded at its website www.sanghvibrands.com.

25. VIGIL MECHANISM/ WHISTLE BLOWER

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, a "Vigil Mechanism Policy" for Directors and Employees of the Company is in place, to report their genuine concern of any violation of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behaviour actual or suspected fraud or violation of the Companys code of conduct etc. during the year under review, no such complaints were received.

The Whistle Blower Policy is disclosed on the website of the Company at www.sanghvibrands.com.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed an Internal Complaints Committee and framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

Your directors further state that during the year under review:

Number of complaints of sexual harassment received during the year Nil Number of complaints disposed of during the year Nil Number of cases pending for more than ninety days Nil

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3) (m) of the Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as stated below:

A. Conservation of Energy:

a) The steps taken or impact on conservation of energy; The Company applied strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The day-to-day consumption is monitored to save energy.

b) The Capital Investment on Energy Conservation Equipment. The Company has not made any capital investment in energy conservation equipment.

B. Technology Absorption:

The Company has no activities relating to technology absorption.

C. Foreign Exchange Earnings and Outgo:

Particulars	2024-2025	2023-2024
	(Rs. In Thousand)	(Rs. In Thousand)
Foreign Exchange Earnings in terms of actual inflows	-	-
Foreign Exchange o u tgo in terms of actual outflow	6,185.22	3,159.92

30. STATEMENT OF UTILIZATION OF PUBLIC ISSUE PROCEEDS PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION, 2015

As per Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the listed entity shall submit to the stock exchange the statement indicating deviation, if any in the use of proceeds from the objects stated in the offer document, indicating category wise variation between projected utilization of funds made by it in its offer document, as applicable and the actual utilization of funds. However, there was no deviation on the objects of the issue proceeds and as review by the Audit Committee the statement is as under;

Amount (Rs. in Lakhs)

Particulars	Amount Funded from the Proceeds	Actual Utilization up to Financial Year ended 31st March 2025	Pending for utilization
Business Expansion
a. Expanding outlets/ distribution of current brand portfolio in India and overseas	771.70	237.78	153.07
a. Acquisitions and development of new brands		380.85
Marketing and sales promotion of the brands in our portfolio	500.00	500.00	0.00
Strategic Investments for business growth	100.00	71.42	28.58
General Corporate Purpose	284.42	284.42	0.00
Issue Expenses	240.00	225.55	14.45
Total	1896.12	1700.02	196.10

31. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

32. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016

Any application was not made or any proceeding is not pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

34.LISTING WITH STOCK EXCHANGES

Sanghvi Brands Limited listed its shares on the SME Platform of BSE Limited on November 22, 2017.The listing fees duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for the F.Y. 2024-25.

35. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe and healthy work environment for the well-being of all our Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. The Company strives to maintain and use efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

36. MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

No such event occurred during the period from April 01, 2024 to March 31, 2025, thus no valuation was carried out for the one-time settlement with the Banks or Financial Institutions.

38. ACKNOWLEDGEMENT

The Board of Directors extends its sincere gratitude to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors, and other Stakeholders for their continued support and cooperation. The Board also places on record its deep appreciation for the dedication and hard work of the employees and staff of the Company. The Directors convey their best wishes to the management for continued success and growth.

Date: August 12, 2025	For and on behalf of the Board of Directors
Place: Pune	Sanghvi Brands Limited

 

Sd/-	Sd/-
Darpan Narendra	Narendra Rikhabchand
Sanghvi	Sanghvi
Director	Director
DIN: 02912102	DIN: 02912085