Sanghvi Brands Ltd

AGM Details

• 16th AGM scheduled for Friday, 18 September 2026 at 2:30 PM via VC/OAVM.
• Register of Members/Share Transfer closed 12–18 September 2026 (inclusive).
• Remote e-voting window 15–17 September 2026, 9:00 AM–5:00 PM.
• Record date for voting eligibility: 11 September 2026.

Key Resolutions

• Item 1: Adopt standalone and consolidated financial statements for FY 2025-26.
• Item 2: Re-appoint director retiring by rotation.
• Item 3: Appoint M/s Komandoor & Co. LLP as Statutory Auditors for five years.
• Item 4: Appoint Rohit Prakash Bafana as Independent Director for five years.

Voting Results

• Voting outcomes and percentages are not disclosed in this filing.

Dividend

• Dividend is not proposed or approved for FY2025-26.

Director Changes

• Resignation: Carlton Pereira (Non-Executive Director) on 5 February 2026.
• Retirement by rotation: Narendra Sanghvi slated for re-appointment.
• Rohit Prakash Bafana appointed Additional Non-Executive Independent Director on 21 May 2026; to be appointed for five years.

Auditor Appointments

• Statutory Auditors: Komandoor & Co. LLP proposed for five-year term post-AGM.
• Proposed annual audit fee: Rs 2.80 lakh.

Material Related Party Transactions

• Related party transactions occurred in ordinary course and are not material.

Other Material Approvals

• No additional material approvals reported beyond the listed resolutions.

Financial performance

• Standalone revenue 91,155.76k; up from 85,194.16k.
• Consolidated turnover 1,46,142.82k; up from 1,21,986.56k.
• Standalone PAT 8,500.13k; down from 10,869.77k.
• Consolidated PAT 15,839.72k; up from 10,126.72k.
• Dividend not declared for FY2025-26.
• Transferred profit to reserves: 8,500.13k.
• Paid-up capital: 1,04,15,880 shares; no change.
• Standalone cash and cash equivalents at year-end: 12,170.21k.

Subsidiaries & operations

• Standalone Sanghvi Beauty & Salon Pvt Ltd revenue 54,783.18k; PAT 7,614.23k.
• Standalone Sanghvi Fitness Pvt Ltd revenue 813.28k; PAT loss 129.44k.
• Sri Lanka Sanghvi Brands SL Pvt Ltd had no revenue in FY2025-26.
• Consolidated subsidiaries include Sanghvi Beauty & Salon Pvt Ltd, Sanghvi Fitness Pvt Ltd, Sanghvi Brands SL Pvt Ltd.

Dividends & capital allocation

• Dividend not recommended; retention for growth.
• Profit transferred to reserves: 8,500.13k.

Governance & board changes

• Mr. Rohit Prakash Bafana appointed Independent Director for five years (May 21, 2026–May 20, 2031).
• Mr. Carlton Pereira resigned on February 5, 2026.
• M/s Komandoor & Co. LLP appointed as Statutory Auditors for five years (2026–2031).
• Board committees include Audit, Nomination & Remuneration, and Stakeholders Relationship committees.

Audit & internal controls

• Independent Auditor's Report notes a material weakness in accrual and recording of expenses.
• Management reports good recovery and going-concern basis; no material going-concern risk identified.
• Annexure A highlights no impairment recognized for Sanghvi Beauty & Salon Pvt Ltd despite losses.
• Secretarial audit reports no qualifications; Annexure IV submitted.

Risks & outlook

• Outlook positive amid wellness industry growth and premium brands expansion.
• Risks include macro slowdown, inflation, FX fluctuations, regulatory changes, and brand-partner dependence.
• Strategic focus on partnerships, technology-driven efficiencies, and disciplined cost management.

Other disclosures & governance

• AGM scheduled as 16th AGM; through VC/OAVM on Sep 18, 2026.
• Dematerialised shares; depositories NSDL & CDSL appointed.
• CSR committee not required for SME-listed company per policy; CEO/CFO certification attached.
• Management and governance policies disclosed on company's website.

Governance changes approved

• Approved Bigshare Services as e-voting agency for the 16th AGM.
• Appointed Priyanka Yadav as Scrutinizer for e-voting process.
• Recommended re-appointment of Narendra Rikhabchand Sanghvi, retiring by rotation, subject to shareholder approval.
• Internal Auditor appointed (reason: appointment): M/s S K Shah & Co.; term Apr 1, 2026–Sep 30, 2026.
• Date of appointment: Aug 10, 2026.

Internal Auditor profile

• Firm profile: M/s S K Shah & Co. diversified CA firm providing audit, tax, advisory services.

Regulation 74(5) status

• Regulation 74(5) not applicable; all shares held in demat, with no rematerialisation requests.
• No dematerialisation/rematerialisation requests were received during the quarter ended 30 June 2026.