Directors Report of Sanghvi Brands Ltd.

Mar 31, 2025

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	Financial	Financial	Financial
	ended March	Year ended	Year ended	Year ended
	31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Net Revenue from Operations	85,194.16	56,568.09	121986.56	91,270.37
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 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 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 of
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 outgo in terms of	6,185.22	3,159.92
actual outflow

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 statedin 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	771.70		153.07
a. Expanding outlets/ distribution of current brand portfolio in India and overseas		237.78
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 inattraction, 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.

For and on behalf of the Board of Directors
Sanghvi Brands Limited

Date: August 12, 2025
Place: Pune

Sd/- Sd/-

Darpan Narendra Narendra Rikhabchand

Sanghvi Sanghvi

Director Director

DIN: 02912102 DIN: 02912085

---

Mar 31, 2024

The Directors are pleased to present the 14^th Director’s Report of the Company, the affairs of the Company
togetherwith the Audited Financial Statements for the year ended on 31^st March 2024.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial results for the year ended on 31^st March 2024 and the corresponding figures for the previous year
are as below;

In Rs. In Thousand
	Standalone		Consolidated
Particulars	Year ended 31st	Year ended 31st	Year ended 31st	Year ended 31st
	March 2024	March 2023	March 2024	March 2023
Net Revenue from Operations	56,568.09	53,791.07	91,270.37	83,246.85
Other Income	3,013.53	2,032.51	8455.43	6,050.68
Total Income	59,581.62	55,823.57	99,725.80	89,297.53
Total Expenditure	60,168.44	65,516.20	93,710.28	85,955.46
Profit before tax (PBT)	(586.82)	(9,692.62)	6015.52	3,342.06
Exceptional Items	-	112.55	-	-
Deferred Tax (Credit)	-	-	-	-
Current Tax	-	-	982.65	1,973.08
Taxes for Earlier Year	-	3,453.53	-	3,584.30
Proportionate Profit (Loss) of Associate Company	-	-	-	-
Profit after Taxes (PAT)	(586.82)	(13,258.70)	5032.87	(2,215.32)

1. HIGHLIGHTS

During the year under review, your Company has achieved a consolidated turnover of Rs. 91,270.37 (in
thousands) which is higher than compared with the previous financial year. The PAT of the Company has turned
positive as compared with the previous financial year. Further, the Company has earned a net profit of Rs.
5032.87 (in thousands) in the financial year 2023-2024.

2. DIVIDEND

To strengthen the financial position of the Company, your directors are not recommending any dividend for the
financial year under review.

3. RESERVES

The Balance in Reserves & Surplus stands at Rs. -12,070.16/- (in thousands) in comparison with the previous
year’s balance of Rs.-11,483.34/- (in thousands).

4. SHARE CAPITAL

The Total Paid-up Capital of the Company as on 31^st March 2024 is Rs. 10,41,58,800 divided into 1,04,15,880
equity shares of Rs.10/- each. There has not been any new issue of share during the year under review.

5. 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.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulation, 2015 the Board has
beenconstituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

i. Retirement by rotation:

Mr. Darpan Sanghvi, 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. A brief profile of Mr. Darpan Sanghvi has
been given in the Notice convening the Annual General Meeting.

ii. Appointment and resignation of whole-time Key Managerial Personnel (KMP)

During the year under review there is no change in whole-time Key Managerial Personnel.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on
March 31, 2024, are:

a. Mr. Laxmi Rathi Chief Financial Officer (CFO)

b. Ms. Kruti Shah, Company Secretary and

c. Dr. Vijay Aggarwal (CEO)

iii. 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(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.There has been no change in the circumstances affecting their
statusas 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.

7. BOARD COMMITTEES FORMED DURING THE YEAR

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationships Committee

The details of all the Committees of the Board along with their composition and meetings held during the year are
provided in the Report on Corporate Governance which forms part of this Annual Report.

8. NO. OF MEETINGS HELD

The details of the meeting of the Board along with their composition and meetings held during the year are
provided i n the Report on Corporate Governance which forms part of this Annual Report.

9. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of
its own performance, the directors individually as well as the evaluation of its committees. As per Schedule IV of
the Companies Act, 2013, the performance evaluation of independent directors shall be done by the entire Board
of Directors, excluding the director being evaluated. The evaluation of all directors and the Board was conducted
based on the criteria and framework adopted by the Board.

10. 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 I”

11. 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. Your Company has given its deliberations
to provide all the information in Report on Corporate Governance as per the requirements of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms the part of
this Annual Report as “Annexure II” as a matter of prudence and good governance.

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

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 arm''s length price. During the financial year under consideration the Company has
entered into contracts / arrangements / transactions with related parties, which could be considered as material in
accordance withthe provisions of the Act, have been given in "Annexure IN" in Form No. AOC-2.”

13. STATUTORY AUDITOR

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 requirement for the annual ratification of auditor''s appointment at the Annual General Meeting has been
omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018. The Statutory Auditors have
confirmed that they satisfy the independence criteria as required under the Act.

14. AUDITORS'' REPORT

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
Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year
under review.

The Report given by M/s. B.K. Khare & Co., Chartered Accountants on the financial Statements of the Company for
thefinancial year 2023-2024 forms part of this Annual Report.

15. 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 2023-2024 under the provisions of section 138 of the Companies Act,
2013.

The Company has received a consent letter from Komandoor & Co. LLP, Chartered Accountants, for their re¬
appointment as the Internal Auditors of the Company for the financial year 2024-2025 and the Board has re¬
appointed them accordingly.

16. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the Company has appointed M/s. NKM & Associates (CP No. 20414) as
Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure IV to this report.
The report is self-explanatory and does not call for any further comments.

17. COST RECORDS AND AUDIT

As per the Company’s (Cost Records and Audit) Rules 2014, the Company’s services are not covered under Cost
Audit and for the services for which the maintenance of cost record is required is not applicable to the Company.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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.

19. EXTRACT OF 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 www.sanghvibrands.com

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There is no material transaction that has occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.

21. COMPLIANCE WITH 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).

22. CORPORATE SOCIAL RESPONSIBILITY

Provision of Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy)
Rules, 2014 are not applicable to the Company during the financial year under review.

23. VIGIL MECHANISM

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
violationof the Company''s code of conduct etc. during the year under review, no such complaints were received.

24. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED

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

1. 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.

2. 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	2023-2024 (Rs. In Thousand)	2022-2023 (Rs. In Thousand)
Foreign Exchange Earnings in terms of actual inflows
Foreign Exchange outgo in terms of actual outflow	3,159.92	3,486.64

25. REVIEW OF SUBSIDIARY AND ASSOCIATE COMPANIES

As required under Companies Act, 2013, the audited consolidated financial statements of the Company
incorporating all its subsidiary and associate companies prepared with applicable Accounting Standards are
attached.

Salient features of subsidiary Companies are annexed as Annexure - V in form no.AOC-1.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPARTING
THE GOING CONCERN STATUS ANDCOMPANY'' OPERATION IN FUTURE

There are no significant and material orders passed by regulators or courts or tribunals imparting the going
concern status and Company'' operation in future.

27. DEPOSITS

Your Company did not accept/ hold/ any deposits from public/shareholders during the year under review.

28. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

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.

29. OBLIGATION OF COMPANY UNDER THE 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
and the rules framed their under, the Company has formed an Internal Complaints Committee and framed and
adopted the policy for Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual
Harassment complaints received and disposed of during the year 2023-2024.

No. of Complaints received: NIL
No. of Complaints Disposed off: NIL

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 2024	Pending for utilization
Business Expansion	771.70		183.33
a. Expanding outlets/ distribution of current brand portfolio in India and overseas		207.52
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	1669.76	226.36

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. PARTICULARS OF EMPLOYEES

The Company has no employee Companies, who are in receipt of remuneration of Rs. 8,50,000/- per month or
Rs. 1,02,00,000 per annum and hence the Company is not required to give information under sub rule 2 and 3 of
Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

33. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and
estimatesthat 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 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordancewith the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

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. 2023¬
24.

35. ACKNOWLEDGEMENT

Your directors take this opportunity to thank all Government Authorities, Bankers, Shareholders, Registrar &
Transfer Agents, Investors and other Stakeholders for their assistance and co-operation with the Company. Your
directors express their deep sense of appreciation and gratitude towards all employees and staff of the Company
and wish the management.

For and on behalf of the Board
Sanghvi Brands Limited

Sd/- Sd/-

Darpan Sanghvi Narendra Sanghvi

Director Director

DIN: 02912102 DIN: 02912085

Date: 7^th September 2024
Place: Mumbai

---

Mar 31, 2018

Dear Members,

The Directors are please to present the 8^th Director’s Report of the Company, the affairs of the Company together with the Audited Financial Statements for the year ended on 31^st March 2018.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial results for the year ended on 31^st March 2018 and the corresponding figures for the previous year are as under;

	Standalone		Consolidated
Particulars	Year ended 31st March 2018	Year ended 31st March 2017	Year ended 31st March 2018	Year ended 31st March 2017
Net Revenue from Operations	9,00,56,821	10,80,47,845	26,45,56,511	26,40,84,889
Other Income	67,11,789	29,09,470	91,48,106	29,28,286
Total Income	9,67,68,610	11,09,57,315	27,37,04,617	26,70,13,175
Total Expenditure	11,26,73,723	10,13,02,292	29,49,89,180	26,42,60,125
Profit before tax	(1,59,05,112)	96,55,023	(2,12,84,564)	27,53,050
Deferred Tax (Credit)	5,56,017	(1,60,631)	12,40,565	(4,05,780)
Current Tax	-	16,41,484	1,30,080	19,78,121
Profit after Taxes	(1,64,61,129)	81,74,170	(2,26,55,209)	11,80,708
Minority Interest			18,153	18,153
Proportionate Profit (Loss) of Associate Company			(1,54,665)	-
Net Profit	(1,64,61,129)	81,74,170	(2,27,91,721)	11,62,554

1. HIGHLIGHTS

The consolidated Revenue from operations at Rs. 26,45,56,511 as against 26,40,84,889 of previous year increased by 0.18%. The business reported Loss before Tax as compared to last year.

2. DIVIDEND

The Directors have recommended no dividend for the year ended March 31, 2018.

3. RESERVES

The Balance in Reserves & Surplus stands at Rs. 14,67,98,252/- in comparison with the previous year balance of Rs. 9,31,07,107/-.

4. CONVERSION OF COMPANY

During the year, the Company has been converted from Private Limited Company to Public Limited Company and fresh certificate of incorporation dated 21^st July 2017 to that effect, has been issued by the Registrar of Companies, Pune. Consequent to the Conversion of the Company, the name of the Company has been changed from Sanghvi Brands Private Limited to Sanghvi Bands Limited.

5. SUCCESSFUL INITIAL PUBLIC ISSUE (IPO) OF THE COMPANY

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of the Company was successfully completed. The Company entered the capital market with its maiden initial public offering (IPO) of 27,48,000 equity shares of face value of Rs. 10/- and at a premium of Rs. 59/- per share, aggregating to Rs.1896.12 lacs. The issue opened for subscription on November 10,2017 and closed on November 14, 2017 and was oversubscribed by 2.55 times. The equity shares have been listed on the SME Platform of BSE Limited (BSE) w.e.f November 22, 2017. Consequently, the Company’s paid up capital has increased from Rs. 69,70,800/- to Rs. 10,41,58,800/

6. SHARE CAPITAL

During the year under review, the Company has reclassified its Authorised Share capital to Rs. 3,50,00,000 (Rupees Three Crore Fifty Lakhs) divided into 35,00,000 (Thirty-five lacs) Equity shares of Rs. 10/- (Rupees Ten Only) each and subsequently increased its Authorised Share Capital to Rs. 13,00,00,000 (Rupees Thirteen crores) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each as approved by the members in its meeting held 10^th August 207.

The Company had also issued 69,70,800 equity Shares of Rs. 10/- each as Bonus Shares as approved by shareholders in their meeting held on 16^th August 2017 in proportion of ten (10) such new equity share for every one (1) existing equity share and allotted to the shareholders at its’ Board Meeting held on 18^th August 2017, Further the Company has issued 27,48,000 Equity Shares of Rs. 10/- Each at Premium of Rs. 59/- per share to the general public via IPO. The total paid up Share Capital of the Company as on 31^st March 2018 is Rs. 10,41,58,800/- comprising of 1,04,15,880 equity shares of Rs.10/- each.

7. 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.

8. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, in view of the listing requirements the Company has appointed three Independent Directors i.e. Mr. Sunil Lulla, Mr. Ajinkya Firodia on 10^th August 2017 and Mr. Gaurav Agarwal on 26^th October 2017 to the Board to meet the proper composition of the Board of Directors. Mr. Ajinkya Firodia, Independent Director of the Company resigned on 26^th October 2017.

Apart from the Directors, the Company has appointed Mr. Rameshwar Wadne as Chief financial Officer and Ms. Kruti Shah as Company Secretary cum Compliance Officer as the Key Managerial Personnel of the Company on 24^th July 2017.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company, Mr. Sunil Lulla and Mr. Gaurav Agarwal Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under section 149 (6) of the Companies Act, 2013. The Board took note of the same.

10. BOARD COMMITTEES FORMED DURING THE YEAR

During the year under review, the following committees have been formed by the Company:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationships Committee

The details of all the Committees of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.

11. NO. OF MEETINGS HELD

The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.

12. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the directors individually as well as the evaluation of its Committees. As per Schedule IV of the Companies Act, 2013, the performance evaluation of independent directors, shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all directors and the Board was conducted based on the criteria and framework adopted by the Board.

13. RELATED PARTY TRANSACTIONS

All related party transactions have been entered by the Company during the financial year in the ordinary course of business and at the arm’s length price. During the financial year under consideration the Company has entered into contracts / arrangements / transactions with related parties, which could be considered as material in accordance with the provisions of the Act, have been given in “Annexure I” in Form No. AOC-2.”

14. STATUTORY AUDITOR

At the AGM of the Company held on 30^th September 2016, 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 2021 subject to the ratification at the annual general meeting in each of the subsequent years during the aforementioned term of their appointment.

However, with the Notification dated 07^th May 2018 issued by the Ministry of Corporate Affairs (MCA), the first proviso to section 139(1) of the Companies Act, 2013 pertaining to the requirement of annual ratification of appointment of auditors by members is omitted. The Board accordingly recommends ratification at the ensuing annual general meeting by shareholders of the Company till the conclusion of the AGM of the Company to be held in the year 2021.

15. AUDITORS’ REPORT

The report of the statutory auditors on Standalone Financial statements as well as Consolidated Financial Statements forms a part of the Annual Report. There were no adverse remarks/qualified remarks given by the Statutory Auditor on the financials of the Company.

16. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, M/s. A. M. Antarkar & Co., Practicing Company Secretaries, Pune (CP No. 3022) as a Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 is received from the Internal Auditor of the Company for inefficiency and inadequacy of such controls.

18. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act,2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure - III.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT

Company has signed a Letter of Intent to enter into an agreement for a merger /acquisition/ strategic partnership with US based organization WT Global LLC subject to further discussion.

WT Global LLC owns and runs an iconic chain of salons. These salons are present in prime locations in the United States including the Plaza Hotel, Madison Avenue, Flatiron district in New York City and also in the Hamptons and Greenwich, Connecticut. This deal represents a significant synergy to the Company’s growing operations in the United States. In addition to the Salons, the Company will also look to develop a product line under the same brand name as that of salons.

Apart from aforesaid transactions, there is no other material transaction occurred during the year.

20. CORPORATE SOCIAL RESPONSIBILITY

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the financial year under review.

21. VIGIL MECHANISM

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.

22. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED

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

1. 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.

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

B) Technology Absorption: -

The Company has no activities relating to technology absorption.

C) Foreign Exchange Earnings and Outgo;

23. REVIEW OF SUBSIDIARY AND ASSOCIATE COMPANIES

As required under Companies Act, 2013, the audited consolidated financial statements of the Company incorporating all its subsidiary and associate companies prepared with applicable Accounting Standards are attached.

Sanghvi Brands US Holding, INC, a Wholly Owned Subsidiary of the Company generated USD 8,30,969.78 /- as revenue during the Financial Year under consideration.

Sanghvi Hospitality Private Limited, wholly owned subsidiary of the Company, which since inception did not carry any business activity, thus the members vide its resolution dated 12^th June 2017 approved to file an application with the Registrar of Companies for removal of name of the Company from the Register of Companies maintained by the Registrar of Companies. The Ministry of Corporate Affairs vide its Notice dated November 1, 2017 in Form No. STK-7 struck off the name of the Company from its register of companies and the said Company is dissolved.

On May 07, 2017 our Company entered into an agreement to acquire 50% of Anayan Software Consultancy Private Limited in tranches. Anayan Software Consultancy Private Limited is engaged in development of fitness software used in gyms and other fitness centres. Pursuant to the above, we have acquired 20% stake of a total consideration of Rs. 12.50 Lakhs.

Salient features of subsidiary Companies are annexed as Annexure - V in form no.AOC-3.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPARTING THE GOING CONCERN STATUS ANDCOMPANY’ OPERATION IN FUTURE

There are no significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company’ operation in future.

25. DEPOSITS

Your Company did not accept/ hold/ any deposits from public/shareholders during the year under review.

26. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

The Company has not given any loan or guarantee covered under provision of Section 186 of the Companies Act, 2013.

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has formed an Internal Complaints Committee and framed and adopted the policy for Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual Harassment complaints received and disposed off during the year 2017-18.

No. of Complaints received: NIL No. of Complaints Disposed off: NIL

28. 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 Gross Proceeds	Actual Utilization up to year ended 31st March 2018	Pending for utilization as on 31st March, 2018
Business Expansion
a. Expanding outlets/ distribution of current brand portfolio	77,170,000	13,845,352	63,032,648
in India and overseas
b. Acquisitions and development of new brands		2,92,000
Marketing and sales promotion of the brands in our portfolio	50,000,000	3,338,567	46,661,433
Strategic Investments for business growth	10,000,000	-	10,000,000
General Corporate Purpose	28,442,000	-	28,442,000
*Issue Expenses	24,000,000	22,271,726	1,728,274
Total	189,612,000	39,747,644	149,864,356

29. HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invest 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.

30. PARTICULARS OF EMPLOYEES

The Company has no employee Companies, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000 per annum and hence the Company is not required to give information under sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

31. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have 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 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. 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 has been paid to CDSL and NSDL for the F.Y. 2018 -19.

33. ACKNOWLEDGEMENT

Your Directors takes this opportunity to thank all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other Stakeholders for their assistance and co-operation to the Company. Your Directors express their deep sense of appreciation and gratitude towards all employees and staff of the Company and wish the management.

For and on behalf of the Board

Sanghvi Brands Limited

(formerly known as Sanghvi Brands Private Limited)

Sd/-

Darpan Sanghvi

Managing Director

DIN:02912102

Date: 27th August 2018

Place: Mumbai