Sanghvi Brands Ltd Directors Report

Dear Members,

The Directors are pleased to present the 16th Directors Report of the Company, the affairs of the Company together with the Audited Financial Statements for the year ended on March 31, 2026.

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, 2026 are presented below:

				(Amount in INR Thousand)
Particulars	Standalone	Consolidated
	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025
Net Revenue from Operations	91,155.76	85,194.16	1,46,142.82	1,21,986.56
Other Income	2,238.55	4,485.06	2,847.95	5,728.77
Total Income	93,394.31	89,679.22	1,48,990.77	1,27,715.33
Total Expenditure	83,133.41	78,145.83	1,29,982.91	1,16,921.81
Profit before tax (PBT)	10,260.90	11,533.39	19,007.86	10,793.52
Exceptional Items	-	-	-	-
Deferred Tax (Credit)	-	-	-	-
CurrentTax	1,760.77	663.62	3,168.14	666.80
Taxes for Earlier Year	-	-	-	-
Proportionate Profit (Loss) of Associate Company
Profit after Taxes (PAT)	8,500.13	10,869.77	15,839.72	10,126.72

(*Figures in brackets represent the negative values)

2. STATE OF COMPANYS AFFAIRS

During the year under review, the Company achieved a consolidated turnover of Rs. 1,46,142.82 thousand, marking an improvement over the previous financial year. The Profit After Tax (PAT) for the year stood at Rs. 15,839.72 thousand, as compared to a Rs.10,126.72 thousand in the previous financial year, reflecting a strong turnaround in financial performance.

The company achieved a standalone turnover of K 91,155.76 thousand as compared to last year of Rs. 85,194.16 marking a significant improvement. Due to increase in expenses the profit after tax during the year is K 8,500.13 thousand as compared to last years net profit after tax of Rs. 10,869.77 thousand.

3. DIVIDEND

In orderto 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. AMOUNT TRANSFERRED TO GENERAL RESERVE

The Balance in Reserves & Surplus stands at Rs.7299.74 (in thousands) in comparison with the previous years balance of Rs. (1200.39) (in thousands).

The Company has transferred profit of Rs.8500.13 thousand to its reserves.

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, 2026.

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 March 31, 2026 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 2025-26.

a) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b) Issue of Sweat Equity Shares:

The Company has not issued any sweat equity shares during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

c) Issue of Equity Shares with Differential Rights:

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

d) Issue of Employee Stock Option:

The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

7. SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANIES

The following companies were subsidiaries of the Company as at March 31, 2026. Details of the financial and operational performance of each subsidiary during the financial year are presented below:

1. Sanghvi Beauty & Salon Private Limited:

Sanghvi Beauty & Salon Private Limited is subsidiary of the company and engaged in the business of operate, market, manage, retail, construct, develop, improve, renovate, refurbish, take on hire, franchise or otherwise Salon(s), Spa(s) and Beauty products and services for providing wellness, beauty and health related products and treatments such as haircuts, blow drys, hair coloring products and treatments, manicures, pedicures, hair care products and treatments, shaving products and treatments, waxing, skin care products and facials, scrubs, body care products and massages, yoga on its own or in conjunction with Strategic Tie-ups with well-known International Brand(s).

The Company’s revenue increased from Rs.37,437.82 thousand to Rs.54,783.18 thousand during the year. The Company reported a profit of Rs.7,614.23 thousand compared to a loss of Rs.373.81 thousand in the previous year, reflecting a significant improvement in its financial performance. The promoters remain optimistic about the Company’s future prospects and anticipate continued positive growth in the coming years.

2.Sanghvi Fitness Private Limited:

Sanghvi Fitness Private Limited is subsidiary of the company and engaged in the business of establish, run, operate, conduct, own, manage, maintain & carry on business of fitness, sports, Boxing and health products, equipments and services related to Gymnasiums, Health Clubs, Fitness and Boxing Centers, Leagues, Training, Workouts, Programs, Games, Competitions, Academies, clubs, Fitness Merchandise, Sports Cafes and Bar, Apparel, accessories, toys and game in India or abroad.

The Company’s revenue increased from Rs. 598.30/- thousand to Rs.813.28 thousand during the year, reflecting improved business activity. Although the Company incurred a loss of Rs.129.44/- thousand during FY 2025-26, the loss was significantly lower than the loss of Rs.369.24/- thousand incurred in the previous year. The Directors are in the process of revamping the Companys business operations with a focus on improving performance and achieving profitability. The increase in revenue during the year is an encouraging indicator of the positive impact of these efforts.

3. Sanghvi Brands SL(Private) Limited:

Sanghvi Brands SL (Private) Limited is foreign subsidiary of the company engaged in the business of establish and operate spas and salons in Sri Lanka and to import all products necessary therefor such as skin care and hair care products and other related products and to engage in acquiring, managing and operating franchises of various local and international brands including the franchises and any other such arrangements that may be entered in to in future, in the field of health, fitness, beauty, wellness, luxury including the wholesale trading, marketing, merchandising, promoting and dealing in products and services of such brands and establishing new brands which are created and/or owned by the Company and any allied business relating thereto carried out by the Company and or its subsidiaries and/or joint venture(either through its investments, alliances, arrangements, collaborations, licensing arrangements) from time to time.

The Company has not carried out any business operations during the current financial year 2025-26 and the previous financial year 2024-25. Consequently, no revenue was generated from operations during either of these financial years. However, the Company incurred expenses towards employee benefits, finance costs, and other expenses during FY 2025-26. As a result, the Company reported a loss of Rs. 145.20 thousand for the financial year ended March 31, 2026.

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.

8. DEPOSITORY SYSTEM

The Company’s 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.

9. 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.

10. DEPOSITS

The Company has 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.

11. INTERNAL FINANCIAL CONTROLS

As per the provision 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.

12. 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 however they are not material in nature and hence in accordance with the provisions of this Act, the disclosures under Form AOC-2 is not applicable.

13. PARTICULARS OF EMPLOYEES

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the companies (Appointment and remuneration of Managerial Personal) Rules, 2014.

1) The % increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the FY 2025-26, the ratio of the remuneration of each director to the median remuneration of the employees of the company for the FY 2025-26 and the comparison of the remuneration of each key managerial personal (KMP) against the performance of the company are as under:

Sr. No Name of Director/KMP for financial year 2025-26	Remuneration of Director/ KMP for the financial Year 2025-26	% increase/ decrease in Remuneration in the Financial year 2025-26	Ratio of remuneration of each Director to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Darpan Sanghvi	0.00	NA	NA	NA
2 Mr. Narendra Sanghvi	0.00	NA	NA	NA
3 Ms. Disha Sanghvi	0.00	NA	NA	NA
4 Mr. Sunil Lulla	0.00	NA	NA	NA
5 Mr. Gaurav Aggarwal	40,000/- (10,000/- sitting fees per meeting)	NA	NA	NA
6 Dr. Vijay Aggarwal	58,50,000/-	0.0%	NA	NA
7 Mr. Laxmi Rathi	58,50,000/-	0.0%	NA	NA
8 Ms. Aman Sharma	2,40,000/-	0.0%	NA	NA

1) The median remuneration of the employees of the company during the financial year 2025-26 was Rs.60,934.13/-.

2) In the Financial Year, there was an increase of 7% in the median remuneration of employees.

3) There were 81 permanent employees on the rolls of the company as on 31/03/2026.

4) There is no increase in the salaries of Key managerial persons of the company in the financial year 2025-26.

5) It is hereby affirmed that the remuneration paid is as perthe remuneration policy of directors KMP and other employees.

As required under Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 name of the top Ten employee of the Company in terms of remuneration drawn:

Sr. No Employee Name	Designation	Education Qualification	Date of Birth	Past Exp	Nature Of Employment whether contractual or otherwise	Remuneration Received	Date of Commencement of employment	The last employment held by such employee before joining the company	%age of equity share held by the employee in the Company within the meaning of clause (iii) of sub-rule (2) Rule 5	Whether any such employee is a relative of any Director or Manager of the Company and if so, name of such Director or Manager
1 Dr. Vijay Aggarwa 1	CEO	Doctor	13-03 1984		Full Time	58,50,000/-	15-08-2010	Self Employed		NA
2 Laxmi Narayan Rathi	Chief Financial Officer	CA, Ind as	15-06 1985		Full Time	58,50,000/-	16-03-2020	Consultancy		NA
3 Pritesh Sawant	Spa Manager	B. Com	13-05 1984		Full Time	2,40,000/-	10-11-2021	Day Spa		NA
4 Vishwadee p Sandhu	Assistant Manager -Spa	wellness Certificate	22-11 1986		Full Time	50,000/-	10-02-2026	day spa		NA
5 Anubhav Uniyal	Spa Manager	M.COM	27-02 1998		Full Time	50,000/-	22-11-2022	Hilton		NA
6 Pintu Lalotra	Asst Spa Manager	wellness Certificate	01-07 1992		Full Time	48,800/-	27-05-2025	Hilton		NA
7 Anurag Saxena	Spa Manager	wellness Certificate	23-07 1997		Full Time	48,800/-	12-11-2025	NA		NA
8 Dr. Chhaya Sreevas	Asstistant Spa Manager	wellness Certificate	05-01 1998		Full Time	46,800/-	20-06-2025	NA		NA
9 Naresh Sain	Unisex Hairs tylis t	wellness Certificate	17-08 1989		Full Time	43,761/-	05-03-2025	NA		NA
10 Suraj Singh	Spa Manager	wellness Certificate	01-01 1994		Full Time	40,000/-	16-05-2024	NA		NA

14. 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 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 Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

15. OPINION OF THE BOARD ON THE INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY OF INDEPENDENT DIRECTORS

In the opinion of the Board, all the Independent Directors of the Company possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors. The Board is satisfied that the Independent Directors have the necessary knowledge, skills, competence and experience in their respective fields and continue to meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board further confirms that the Independent Director(s) have successfully registered themselves with the Independent Directors Databank, wherever applicable, and have complied with the requirements relating to online proficiency self-assessment test, as prescribed under the Companies Act, 2013 and the rules made thereunder.

16. 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 - II.

17. REPORT ON CORPORATE GOVERNANCE

The 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 non-mandatory requirements of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance is not applicable to the 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 - III, which forms part of this Report.

18. STATUTORY AUDITORS AND THEIR REPORT

The existing auditor of the company M/s. B. K. Khare & Co. have completed their two terms of 5 years as the statutory auditor of the company and as per the provisions of section 139(2) cannot be appointed for a further term of 5 years. In this regards considering the recommendation of the audit committee the board of the company has decided to recommend the appointment of M/s. Komandoor & Co. LLP Chartered Accountants vide Firm Registration No.001420S/S200034), as the Statutory Auditors of the Company for a period of Five years to hold office from the conclusion of the Annual General Meeting (AGM) to be held for the financial year ending as on March 31, 2026 upto the AGM to be held for the financial year ending as on March 31, 2031.

M/s. Komandoor & Co. 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 2025-26 forms part of this Annual Report.

As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015 the Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

19. INTERNAL AUDITOR

The Board had appointed M/s. Komandoor & Co. LLP, Chartered Accountants, as the Internal Auditors of the Company to carry out the Internal Audit for the year 2025-26 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.

20. 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- IV to this report.

The secretarial audit report does not contain any qualification, adverse remarks or comments and are self-explanatory in nature.

21. 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.

22. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS PURSUANT TO SECTION 134(3)(f) OF THE COMPANIES ACT, 2013

The Board confirms that the Statutory Auditors, in their Audit Report on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, have not made any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comments of the Board are required under Section 134(3)(f)(i) of the Companies Act, 2013.

Further, the Secretarial Auditor, in the Secretarial Audit Report issued pursuant to Section 204 of the Companies Act, 2013 read with Section 134(3)(f)(ii) thereof, has not made any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comments of the Board are required in this regard.

23. 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.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the Financial Year 2025-26 shall be placed on the website of the Company at www.sanghvibrands.com.

The Annual Return for the Financial Year 2024-25 has been placed on the Company’s website and can be accessed at https://sanghvibrands.com/annual-return/.

25. COMPANYS POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION

Pursuant to the provision of Section 178 of the Companies Act, 2013 and of Section 134 (3) (e) of the Companies Act, 2013 the policy on Directors Appointment and remuneration is provided on the website of the Company i.e. www.sanghvibrands.com.

26. COMPLIANCE OF SECRETARIAL STANDARDS

The 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).

27. 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.

In pursuance of Regulation 15 (2) read with (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the provisions as specified in regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), shall not be applicable to companies that are having its securities listed on SME exchange.

During this period none of the directors of the Company are disqualified under Section 164 (2) of the Companies Act, 2013.

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.

The Board of Directors as on March 31,2026 consists of the following Directors:

SI. No. Name of Director	DIN	Designation
1. Mr. Narendra Rikhabchand Sanghvi	02912085	Non-Executive Director
2. Mr. Darpan Narendra Sanghvi	02912102	Director
3. Ms. Disha Narendra Sanghvi	06788323	Non-Executive Director
4. Mr. Gaurav Balkrishan Agarwal	02531473	Independent Director
5. Mr. Sunil Mohan Lulla	00110266	Independent Director

During the Financial Year under review following changes took place in the board of directors of the company:

Name of the Director	DIN	Date of resignation
Mr. Carlton Gerard Pereira (NonExecutive-Director)	00106962	05/02/2026

Appointment of Directors:

It is pertinent to note that, there were no new directors appointed by the company during the financial year 2025-2026.

Retirement by rotation:

In terms of the provisions of Section 152(6) (a) of the Companies Act 2013, Mr. Narendra Rikhabchand Sanghvi (DIN: 02912085), and Mr. Darpan Sanghvi (DIN: 02912102), Directors of the Company are liable to retire by rotation. Out of which Mr. Narendra Sanghvi is liable to retire by rotation subsequent to the provisions of section 152(6) (c) at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his reappointment 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, 2026, are:

SI. No. Name of KMPs	Designation
Mr. Laxmi Narayan Rathi	Chief Financial Officer
Dr. VijayAggarwal	Chief Executive Officer
Ms. Aman Sharma	Company Secretary and Compliance Officer

Changes in KMP:

During the year under review, following were the changes in the Key managerial person of the company:

SI. No. Name of KMPs	Designation	Change	Date
1. Ms. Kruti Shah	Company Secretary and Compliance Officer	Resignation	10/08/2025
2. Ms. Aman Sharma	Company Secretary and Compliance Officer	Appointment	11/08/2025

Declaration by Independent Directors:

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(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 Companys Code of Conduct policy on an annual basis.

28. COMMITTEES

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationships Committee

Composition of Committees as on March 31,2026 are as follows:

AUDIT COMMITTEE

Mr. Sunil Mohan Lulla	Chairman and Member
Mr. Narendra Sanghvi	Member
Mr. Gaurav Balkrishan Agarwal	Member

NOMINATION AND REMUNERATION COMMITTEE

Mr. Sunil Mohan Lulla	Chairman and Member
Mr. Narendra Sanghvi	Member
Mr. Gaurav Balkrishan Agarwal	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Sunil Mohan Lulla	Chairman and Member
Mr. Narendra Sanghvi	Member
Mr. Gaurav Balkrishan Agarwal	Member

During the year the composition of the committees have changed as follows:

a) Audit Committee:

Erstwhile Composition of the Audit Committee

Sr.No. Name of the Member	Designation	Position
1 Mr. Carton Pereira	Non-Executive Director	Chairman & Member
2 Mr. Gaurav Balkrishan Agarwal	Independent Director	Member
3 Mr. Sunil Mohan Lulla	Independent Director	Member

Revised Composition of the Audit Committee

Sr.No. Name of the Member	Designation	Position
1 Mr. Sunil Mohan Lulla	Independent Director	Chairman & Member
2 Mr. Gaurav Balkrishan Agarwal	Independent Director	Member
3 Mr. Narendra Sanghvi	Non-Executive Director	Member

b) Stakeholders Relationship Committee:

Erstwhile Composition of the Stakeholders Relationship Committee

Sr.No. Name of the Member	Designation	Position
1 Mr. Carton Pereira	Non-Executive Director	Chairman & Member
2 Mr. Gaurav Balkrishan Agarwal	Independent Director	Member
3 Mr. Sunil Mohan Lulla	Independent Director	Member

Revised Composition of the Stakeholders Relationship Committee

Sr.No. Name of the Member	Designation	Position
1 Mr. Sunil Mohan Lulla	Independent Director	Chairman & Member
2 Mr. Gaurav Balkrishan Agarwal	Independent Director	Member
3 Mr. Narendra Sanghvi	Non-Executive Director	Member

c) Nomination and Remuneration Committee:

Erstwhile Composition of the Nomination and Remuneration Committee

Sr.No. Name	Designation	Position
1 Mr. Carton Pereira	Non-Executive Director	Chairman & Member
2 Mr. Gaurav Balkrishan Agarwal	Independent Director	Member
3 Mr. Sunil Mohan Lulla	Independent Director	Member

Revised Composition of the Nomination and Remuneration Committee

Sr.No. Name of the Member	Designation	Position
1 Mr. Sunil Mohan Lulla	Independent Director	Chairman & Member
2 Mr. Gaurav Balkrishan Agarwal	Independent Director	Member
3 Mr. Narendra Sanghvi	Non-Executive Director	Member

29. 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	27-05-2025	12-08-2025	11-11-2025	10-03-2026
Mr. Narendra Rikhabchand Sanghvi	P	P	P	P
Mr. Disha Narendra Sanghvi	P	P	A	P
Mr. Darpan Narendra Sanghvi	P	P	P	A
Mr. Carlton Pereira	P	P	P	NA
Mr. Sunil Mohan Lulla	A	P	P	P
Mr. Gaurav Balkrishan Agarwal	P	P	A	P

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

NAMES	27-05-2025	12-08-2025	11-11-2025	10-03-2026
Mr. Carlton Pereira	P	P	P	NA
Mr. Sunil Mohan Lulla	A	P	P	P
Mr. Gaurav Balkrishan Agarwal	P	P	P	P
Mr. Narendra Rikhabchand Sanghvi	NA	NA	NA	P

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

NAMES	12-08-2025
Mr. Carlton Pereira	P
Mr. Sunil Mohan Lulla	P
Mr. Gaurav Balkrishan Agarwal	P

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

NAMES	27-05-2025
Mr. Carlton Pereira	P
Mr. Sunil Mohan Lulla	A
Mr. Gaurav Balkrishan Agarwal	P

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

30. DIRECTORS RESPONSIBILITY STATEMENT

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

a. In the preparation of the Annual Accounts for the financial year ended on March 31, 2026, 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 2025-26 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.

31. RISK MANAGEMENT POLICY

The Board of the Company has evaluated and implemented a risk management framework to identify, assess, monitor, and mitigate risks affecting the Company’s operations and business objectives. 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.

32. 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.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OFTHE 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.

34. 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 Companys operations in future

35. 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.

The 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

36. 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.

b) The steps taken by the company for utilising alternate sources of energy: 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.

c) The Capital Investment on Energy Conservation Equipments: 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	2025-2026	2024-2025
	(Rs. In Thousand)	($ in Thousand)	(Rs. In Thousand)	($ in Thousand)
Foreign Exchange Earnings in terms of actual inflows
Foreign Exchange outgo in terms of actual outflow	3,588.25	40.3699	6,185.22	71.6516

37. 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;

Particulars	Amount Funded from the Proceeds	Actual Utilization up to Financial Year ended March 31, 2026	Pending for utilization
Business Expansion
a. Expanding outlets/ distribution of current brand portfolio in India and overseas	771.70	269.70	121.15
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	1713.52	164.18

38. HUMAN RESOURCES

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

39. 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.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the company during the year under review.

41. 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. 2025-26.

42. 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.

43. MATERNITY BENEFIT ACT, 1961

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

44. 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, 2025 to March 31, 2026, thus no valuation was carried out for the one-time settlement with the Banks or Financial Institutions.

45. 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.

For and on behalf of the Board of Directors
Sanghvi Brands Limited
	Darpan Narendra Sanghvi	Narendra Rikhabchand Sanghvi
	Director	Director
	DIN: 02912102	DIN:02912085
Date: August 10, 2026
Place: Pune