Sanofi Consumer Healthcare India Limited announced the resignation of its statutory auditor, Kalyaniwalla & Mistry LLP, effective April 30, 2026. The resignation stems from a disagreement over audit fees, marking an abrupt end to what was intended to be a five-year auditing relationship.

Auditor Resignation Details

Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No.: 104607W / W100166), submitted their resignation letter on April 30, 2026, citing commercial viability concerns. The auditing firm had requested a fee increase for FY 2026 based on their estimated effort required for the audit, but the company declined to accommodate this request.

Background of the Fee Dispute

The auditing firm had initially been appointed for a five-year term covering financial years from January 01, 2024, to December 31, 2028, following approval at the annual general meeting held on April 25, 2024. In their resignation letter, Kalyaniwalla & Mistry LLP referenced their email dated April 25, 2026, requesting revision of statutory audit fees for FY 2026.

The company's response on April 29, 2026, expressed inability to accommodate the fee increase request. Following this rejection, the auditing firm reassessed their position based on Standards on Auditing and Standards on Quality Control issued by the Institute of Chartered Accountants of India.

Regulatory Compliance and Disclosures

Sanofi Consumer Healthcare India Limited has fulfilled its regulatory obligations by informing both BSE (Scrip Code: 544250) and NSE (Symbol: SANOFICONR) about the auditor resignation. The disclosure was made pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Auditor's Professional Assessment

In their resignation letter, Kalyaniwalla & Mistry LLP clarified that the resignation does not arise from any inability to obtain sufficient and appropriate audit evidence. The firm emphasized that there are no other circumstances connected with the resignation that should be brought to the attention of the Board of Directors, beyond the fee-related commercial considerations.

The auditing firm stated they would not be able to undertake the audit at fee levels lower than their proposed increase for FY 2026, considering their estimate of time and effort involved while maintaining professional standards. Partner Sai Venkata Ramana Damarla signed the resignation letter on behalf of the firm.

Documentation and Next Steps

The company has attached the complete resignation letter and required regulatory disclosures as annexures to their stock exchange filing. Company Secretary and Compliance Officer Nikunj Kumar Savaliya signed the regulatory disclosure, ensuring all mandatory information has been provided to stakeholders and regulatory authorities.

Sanofi Consumer Healthcare India Limited announced the results of its postal ballot conducted under Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on April 23, 2026. The postal ballot sought member approval for four ordinary resolutions related to related party transactions and remuneration matters. Mr. Omkar Dindorkar, Partner at M/s. MMJB & Associates LLP, Practicing Company Secretaries, served as the Scrutinizer for the process and submitted his report on April 23, 2026.

The postal ballot voting period commenced on March 24, 2026, at 9:00 a.m. IST and concluded on April 22, 2026, at 5:00 p.m. IST. The total number of shareholders on the record date stood at 50,742. National Securities Depository Limited (NSDL) provided the remote e-voting facility for the postal ballot process.

All four resolutions were approved with an overwhelming majority by the members of the company. The detailed voting results are as follows:

The total number of shares held across all categories was 23,030,622. For the resolutions related to related party transactions, Promoter and Promoter Group did not vote as per Regulation 23(4) of Listing Regulations, which prohibits related parties from voting on such resolutions. Public Institutions and Public Non-Institutions participated actively in the voting process.

For the remuneration-related resolutions, Promoter and Promoter Group cast 16,414,217 votes, all in favour. Public Institutions cast 4,490,436 votes with 100% support for the Non-Executive Director remuneration resolution and 99.9334% support for the Managing Director remuneration amendment. Public Non-Institutions cast 21,899 votes for the Non-Executive Director resolution and 21,879 votes for the Managing Director resolution.

The Scrutinizer confirmed that there were no invalid votes, abstained votes, or less votes cast on the above resolutions. The resolutions were passed with the requisite majority. The company submitted the voting results signed by the Company Secretary, along with the Scrutinizer's Report dated April 23, 2026, to both BSE Limited and National Stock Exchange of India Limited. The company's scrip code on BSE is 544250 and the trading symbol on NSE is SANOFICONR.