Dear Members,
The Directors are pleased to present the 15th 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 31st 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 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.
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 arm's 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 30th 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 Company's 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 |
|