Scarnose International 15th AGM Notice and FY26 Results

Key Quantitative Figures

Financial Performance (FY 2025-26 vs FY 2024-25):

• Revenue from Operations: ₹1,021.22 lakhs (Previous: ₹1,210.16 lakhs) - decrease of 15.6%
• Other Income: ₹7.31 lakhs (Previous: ₹17.23 lakhs)
• Total Revenue: ₹1,028.52 lakhs (Previous: ₹1,227.39 lakhs)
• Total Expenses: ₹1,027.63 lakhs (Previous: ₹1,202.07 lakhs)
• Profit Before Tax: ₹0.90 lakhs (Previous: ₹25.33 lakhs) - decrease of 96.4%
• Current Tax Expense: ₹0.37 lakhs (Previous: ₹6.37 lakhs)
• Deferred Tax: (₹0.14) lakhs (Previous: (₹0.15) lakhs)
• Net Profit: ₹0.67 lakhs (Previous: ₹19.10 lakhs) - decrease of 96.5%
• Earnings Per Share (Face value ₹10): ₹0.02 (Previous: ₹0.61)

Capital Structure:

• Authorized Share Capital: ₹5.50 crore (55,00,000 equity shares of ₹10 each)
• Paid-up Equity Share Capital: ₹3.15 crore (31,50,150 equity shares of ₹10 each) - unchanged during the year
• Reserves and Surplus: ₹6.58 lakhs
• Securities Premium: ₹5.76 crore

Key Ratios:

• Debt-Equity Ratio: 0.00%
• Return on Equity: 0.07% (Previous: 1.97%)
• Net Profit Ratio: 0.07% (Previous: 1.58%)
• Inventory Turnover Ratio: Not quantifiable due to nil inventory
• Trade Receivables Turnover Ratio: 1.07 (Previous: 297.77)
• Trade Payables Turnover Ratio: 650.56 (Previous: 263.10)

Dates of Action

• AGM Date: Wednesday, 16th September 2026 at 4:00 PM IST
• Record Date for AGM: 9th September 2026
• Register of Members closure: 9th September to 16th September 2026 (both days inclusive)
• Remote e-Voting Period: 13th September 2026 (9:00 AM) to 15th September 2026 (5:00 PM)
• Financial Year Ended: 31st March 2026
• Board Meeting Dates during FY26: 23rd May 2025, 28th August 2025, 10th November 2025, 7th March 2026

Parties Involved

Related Parties for Proposed Transactions:

• M/s. Dada Organics Limited (Related Party under Section 2(76) of Companies Act, 2013)
• M/s. Dadaji Lifescience Private Limited (Related Party under Section 2(76) of Companies Act, 2013)
• M/s. Add-Shop E-Retail Limited (Related Party under Section 2(76) of Companies Act, 2013)

Directors and Key Managerial Personnel:

• Shraddha Dev Pandya (Managing Director, DIN: 09621935)
• Maharshi Jigar Pandya (Non-Executive Director, DIN: 09621936)
• Manish Shrichand Bachani (Non-Executive Independent Director, DIN: 08013906)
• Drashtiben Ravikumar Aghera (Non-Executive Independent Director, DIN: 10219807)
• Ashvinbhai Gopalbhai Donga (CFO)
• Margi Lalitbhai Dedaniya (Company Secretary, appointed w.e.f. 29th July 2026)

Professional Appointees:

• Statutory Auditor: M/s. K M Chauhan & Associates, Chartered Accountants, Rajkot (FRN: 125924W)
• Secretarial Auditor: M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad (FRN: S2020GJ718800)
• Internal Auditor: M/s. Princy Mehta & Associates, Chartered Accountants, Rajkot (FRN: 147285W)
• Scrutinizer for AGM: Mr. Jay Pandya, Practicing Company Secretary
• Share Transfer Agent: Cameo Corporate Services Limited, Chennai

Purpose and Rationale

For Related Party Transactions:

The company seeks shareholder approval for material related party transactions with three entities for an aggregate amount up to ₹50 crore each, citing that these transactions:

• Are part of a strategic approach to leverage specialized expertise within the group
• Facilitate access to essential resources, services, and knowledge
• Enhance operational efficiency and ensure alignment with business objectives
• Are conducted transparently and in compliance with regulatory frameworks

For Director Re-appointment:

Ms. Maharshi Jigar Pandya retires by rotation pursuant to Section 152 of Companies Act, 2013 and offers herself for re-appointment.

Financial and Operational Impact

Related Party Transactions:

• Each proposed transaction has a value of ₹50 crore, representing 489.72% of the company's annual consolidated turnover of ₹10.21 crore
• Transactions include sale/purchase of goods, property transactions, leasing, services, agency appointments, appointments to office of profit, and underwriting of securities
• Duration: One year from 1st April 2026 to 31st March 2027
• Source of funds: Internal accruals and proposed fund raise by the company

Capital Structure Impact:

No change in share capital during the year. No dilution or holding change mentioned.

Cash Flow Implications:

• Net cash used in operating activities: ₹192.87 lakhs
• Net cash from investing activities: ₹197.88 lakhs
• Net cash used in financing activities: ₹0.01 lakhs
• Cash and cash equivalents as at 31st March 2026: ₹6.70 lakhs

Governance and Compliance

Board Composition and Meetings:

• 4 Board meetings held during the year with 100% attendance by all directors
• 4 Audit Committee meetings held with 100% attendance
• 1 Nomination and Remuneration Committee meeting held
• 2 Stakeholders' Relationship Committee meetings held

Director Remuneration (FY 2025-26):

• Independent Directors: ₹1,20,000 each (no change from previous year)
• CFO: ₹4,00,000 (increase of 48.15% from previous year)
• Company Secretary: ₹2,40,000 (no change from previous year)
• Executive Directors: No remuneration drawn

Internal Financial Controls:

Auditors reported adequate internal financial controls system operating effectively as at 31st March 2026.

Forward-looking Information

Management Outlook:

The company remains cautiously optimistic about business prospects for FY 2026-27, focusing on:

• Expanding rural and semi-urban distribution networks
• Increasing digital sales and marketing channels
• Developing new product variants
• Exploring domestic and international market expansion
• Continuing product diversification across agriculture, animal nutrition and personal hygiene

Risks Identified:

• Volatility in raw material prices
• Regulatory changes affecting agricultural and pharmaceutical products
• Increasing competition
• Supply-chain disruptions
• Price sensitivity among customers

Additional Information

Dividend:

No dividend recommended for FY 2025-26 to conserve resources for future prospects and growth.

Corporate Social Responsibility:

Provisions of Section 135 of Companies Act, 2013 not applicable to the company.

Dematerialization:

100% shares held in dematerialized form as per SEBI mandate.