It gives me great pleasure to present to you the performance of your
Company along with audited accounts for the financial year ended March 31, 2025. This
report covers the financial results and other developments during the financial year from
April 1, 2024 to March 31, 2025, in compliance with the applicable provisions of the
Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").
1. Operational Review
Throughout FY25, rural demand exhibited gradual recovery, with signs of
positive momentum emerging across various markets. The country
experienceditshottestsummerin14years,resulting in a robust demand for summer products.
However, discretionary consumption was notably impacted by rising food prices and subdued
consumer confidence. High food inflation placed significant pressure on mass consumers,
while overall consumption trends for the year remained largely consistent with previous
periods. Rural markets demonstrated remarkable resilience, buoyed by favourable monsoon
conditions and a strong harvest. In contrast, urban demand continued to show signs of
weakness, further compounded by food inflation and challenges within the retail and
wholesale trade sectors. Additionally, commodity price volatility impacted overall FMCG
volumes, and the delayed arrival of winter weather created further complications for
seasonal categories.
Notwithstanding these macroeconomic challenges, Emami's core
domestic business exhibited robust growth during FY25, achieving an 8% increase in value
and 5% in volume. Our flagship brands performed strongly, with notable contributions from
Navratna and Dermicool, which grew by 18%, and BoroPlus, which experienced a 14% growth.
The Healthcare range expanded by 12%, while the Pain Management segment delivered a modest
growth of 1%. However , the Male Grooming range saw a 4% decline, and Kesh King registered
a 9% decrease. The slowdown in discretionary consumption adversely impacted these two
segments.
In FY25, we also completed the acquisition of the remaining stake in
Helios Lifestyle Pvt. Ltd., which operates under the brand, "The Man Company"
from the previous promoters. While this acquisition positions us for longterm growth, the
transition and changes in management resulted in a temporary decline in revenues for The
Man Company.
Furthermore, the competitive landscape, with increased investments and
promotional discounts from peers, had a negative impact on sales, leading to a 5% decline
in strategic investments for the year.
To address the challenges faced by Male Grooming, Kesh King and The Man
Company brands, we undertook several strategic initiatives. One of the significant moves
was the rebranding of ‘Fair and Handsome' to ‘Smart and Handsome',
which effectively redefined the brand's market positioning. This shift broadened the
brand's portfolio, introducing a holistic male grooming solution encompassing face,
body, and hair care. The rebranding significantly expanded the Total Addressable Market by
over 8 times. Furthermore, we partnered with BCG to refine Kesh King's strategy
across brand positioning, variant development, trade marketing, digital initiatives, and
quick commerce. For The Man Company, we focused on increasing marketplace share, enhancing
quick commerce, executing a comprehensive brand revamp, and optimising performancebased
spending to drive profitability. We are confident that these measures will yield a
positive turnaround in FY26.
Innovation remained a key pillar of our strategy in FY25, with the
launch of over 25 new products in our domestic business, including 11 on our
DirecttoConsumer (D2C) platform, Zanducare. Our digitalfirst portfolio continued to gain
traction, growing by 59% yearonyear, with over 80% of Zanducare's sales now derived
from this segment. Products launched in the past two years now contribute approximately
50% of total Zanducare sales, demonstrating the strong consumer response to our digital
offerings.
On the distribution front, organised channels—including Modern
Trade, eCommerce, and Institutional sales—delivered solid results. These channels
contributed 27.6% to our domestic revenues, marking a 140 basis point improvement over the
previous year. The organised channels grew at nearly double the rate of our overall
domestic business, with a growth rate of 13%.
In FY25, Emami's international operations faced a range of
challenges, particularly in markets like Bangladesh, where political instability created
temporary disruptions. While the situation improved following the lows of July and August,
persistent issues such as rising inflation, depleting foreign exchange reserves, and
political uncertainty continued to impact business performance. Nevertheless, our
international business grew by 4% in INR terms and 5% in Constant Currency during FY25,
demonstrating our resilience in these challenging markets. We remain confident in our
ability to maintain our market share despite the ongoing geopolitical and economic
challenges.
From a financial perspective, Emami delivered a solid performance in
FY25. Consolidated revenues grew by 6%, reaching H 3,809.2 crores. Benign raw material
prices, combined with judicious price increases, contributed to a 100 basis point
expansion in our gross margins, which now stand at 68.6%. EBITDA grew by 8% to H 1,025
crores, with EBITDA margins improving by 40 basis points to
26.9%. Profit Before Tax (PBT) increased by 13% to
894 crores, and Profit After Tax (PAT) grew by 11% to 807 crores.
In alignment with our commitment to maximizing shareholder value, we
declared two interim dividends of H 4 each and a special interim dividend amounting to H 2
per share totalling H 10 per share (i.e. 1000% of face value), translating to a payout of
H 436.5 crores.
Sustainability remained a key focus for Emami throughout FY25. We made
significant strides in reducing our carbon footprint, with energy consumption decreasing
by 12% compared to FY22 (flat over previous year). Water consumption also showed a
reduction of 25% from FY22 (reduction of 9% over previous year), underscoring our
commitment to responsible environmental stewardship. Furthermore, Emami remained 100%
compliant with Extended Producer Responsibility (EPR) regulations, recycling 10365 metric
tons of plastic waste during the year. Through our Corporate Social Responsibility (CSR)
initiatives, we positively impacted the lives of 6.8 lakh individuals, reinforcing our
commitment to social welfare and community development.
As we continue to focus on expanding our distribution network,
leveraging favourable seasonality, and investing in key brands, we are wellpositioned to
deliver robust growth. We remain committed to driving sustainable, volumeled growth,
capturing market share, and delivering longterm value to our shareholders.
2. Changes in the nature of business, if any
There has been no change in the nature of business of the Company
during the financial year 202425.
3. Dividend
During the year under review, the Company has paid three Interim
Dividends aggregating to H 10/ per share of H 1/ each which includes special 3rd
Interim Dividend of H 2/ per share on celebration of
50th year of Emami. The three interim dividends so paid will
be placed for confirmation by the members at the ensuing AGM. The total dividend outgo for
the financial year ended March 31, 2025 amounted to H 436.50 Cr and dividend payout ratio
works out to 55% of Adjusted PAT. The dividend payout is in accordance with the
Company's Dividend Distribution Policy.
4. Transfer to reserve
Your Directors do not propose to transfer any amount to the general
reserve.
5. Material changes and commitments
No material changes and commitments have occurred from the date of
close of the financial year till the date of this Integrated Report, which might affect
the financial position of the Company.
6. Share Capital
As on 31st March, 2025 the authorised share capital of the
Company is H 50,00,00,000 and the issued, subscribed and fully paidup share capital of the
Company is H 43,65,00,000.
7. Internal control systems and their adequacy
Your Company has in place an adequate system of internal controls
commensurate with its size, requirements and the nature of operations. These systems are
designed keeping in view the nature of activities carried out at each location and various
business operations.
Your Company's inhouse internal audit department along with other
audit firms carries out internal audits at all manufacturing locations, offices and sales
depots across the country and overseas. The objective is to assess the existence, adequacy
and operation of financial and operating controls set up by the Company and to ensure
compliance with the Act, SEBI Listing Regulations and corporate policies.
Your Company's internal audit department and risk management
system have been accredited with ISO 9001:2015 and ISO 31000:2018 certifications,
respectively.
A summary of all significant findings by the audit department along
with the followup actions undertaken thereafter is placed before the Audit Committee for
review. The Audit Committee reviews the comprehensiveness and effectiveness of the report
and provides valuable suggestions and keeps the Board of Directors informed about its
major observations, from time to time.
Internal financial controls
The Company has in place adequate financial controls commensurate with
its size, scale and complexity of its operations. The Company has in place policies and
procedures required to properly and efficiently conduct its business, safeguard its
assets, detect frauds and errors, maintain accuracy and completeness of accounting records
and prepare financial records in a timely and reliable manner.
8. Subsidiary companies, joint ventures and associate companies
Subsidiary companies
Pursuant to Section 134 of the Act, and Rule 8(1) of the Companies
(Accounts) Rules, 2014, the report on performance and financial position of subsidiaries
is included in the Consolidated Financial Statements of the Company. The Company has a
policy for determining the materiality of a subsidiary, which is available at
www.emamiltd.in/investorinfo/pdf/ PolicyforDeterminingMaterialityofsubsidiaries. pdf. The
company does not have any material subsidiary as on 31st March, 2025.
As of March 31, 2025, your Company had the following subsidiary
companies:
i) Emami Bangladesh Ltd., Bangladesh, whollyowned subsidiary of Emami
Limited;
ii) Emami Lanka (Pvt.) Ltd., Sri Lanka., whollyowned subsidiary of
Emami Limited;
iii) Emami International FZE, Dubai, whollyowned subsidiary of Emami
Limited;
iv) Cr?me 21, GmbH Wholly owned subsidiary of Emami International FZE;
v) Emami International Personal Care Trading LLC Dubai, a whollyowned
subsidiary of Emami international FZE;
vi) Emami Rus (LLC), Russia, a 99.99% subsidiary of Emami International
FZE;
vii) Emami Overseas FZE, Dubai., whollyowned subsidiary of Emami
International FZE;
viii) Pharma Derm SAE Co, Egypt, a 90.60% subsidiary of Emami Overseas
FZE;
ix) Emami Neo – Herbals International Ltd., Bangladesh, a
whollyowned subsidiary of Emami Ltd.
x) Brillare Science Ltd., whollyowned subsidiary of Emami Ltd;
xi) Helios Lifestyle Ltd, whollyowned subsidiary of Emami Ltd.
The accounts of the subsidiary companies will be available to any
member seeking such information at any point of time. The financial statements of the
Company along with the accounts of the subsidiaries will be available at the website of
the Company, https://www.emamiltd.in/investors/ results/, and kept open for inspection at
the registered office of the Company.
Brief financial and operational details of the subsidiary companies are
provided hereunder:
Emami Bangladesh Ltd., Bangladesh
Emami Bangladesh Ltd., was incorporated on 25th November,
2004 under the Companies Act of Bangladesh. It is engaged in the manufacture, import and
sale of cosmetics and ayurvedic medicines from its unit in Dhaka. During the financial
year ended March 31, 2025, the Company earned revenues worth H 17,969 lacs (previous year
H 17,423 lacs) and profit after tax of H 5,642 lacs (previous year H 4374 lacs).
Emami Lanka (Pvt) Ltd., Sri Lanka
Emami Lanka (Pvt) Ltd., Sri Lanka was incorporated on 27th
June 2017, with an objective of tapping the
potentialofthelocalmarket.Itstartedmanufacturing locally through a contract manufacturer.
During the period ended 31st March, 2025, the Company earned
revenues of H 1,709 lacs (previous year H 1,635 lacs) and Profit/(loss) after tax of H
(445) lacs [previous year H (217) lacs].
Emami International FZE, Dubai
Emami International FZE, was incorporated on November 12, 2005 in the
Hamriyah Free Zone, Sharjah, UAE and is governed by the rules and regulations laid down by
the Hamriyah Free Zone Authority.Itisengagedinthebusinessofpurchasing and selling
cosmetics and ayurvedic medicines.
During the financial year ended 31st March, 2025, the
Company earned revenues worth H 15,523 lacs (previous year H 20770 lacs) and profit/loss
after tax of H 1,833 lacs [previous year H 4,371 lacs].
Cr?me 21, GmbH
Creme 21, GmbH ((Formerly Known as Fentus 113. GmbH), was incorporated
on 3rd January, 2019. It is engaged in the business of manufacturing skin care
products.
During the period ended March 31, 2025, the Company earned revenues of
H 22 lacs (previous year H 40 lacs) and Profit/loss of H (8) lacs [previous year H (12)
lacs].
Emami International Personal Care Trading LLC Dubai
Emami International Personal Care Trading LLC UAE, was incorporated on
28th January, 2022. It has become a Wholly Owned Subsidiary of Emami
International, Dubai w.e.f., 15th February, 2022.
During the period ended March 31, 2025, the Company earned revenues of
H 18,398 lacs
(previous year H 12,861 lacs) and Profit/(loss) after tax of H 450 lacs
[previous year H (573) lacs].
Emami RUS (LLC)
Emami (RUS) LLC was incorporated on 14th August, 2018 with
an objective of trading of Perfumery products, Cosmetics and Pharma products.
During the period ended March 31, 2025, the Company earned revenues of
H 4,974 lacs [previous year H 4,246 lacs] and Profit after tax of H 657 lacs
[previous year H (705) Lacs].
Emami Overseas FZE, Dubai
Emami Overseas FZE was incorporated on November 25, 2010. It is the
holding company of Pharma Derm S. A. E. Co. in Egypt.
During the financial year ended March 31, 2025, the Company earned
revenues of NIL [previous year: Nil] and profit after tax of H (8) lacs [previous year
profit of H (9) lac].
Pharma Derm S. A. E. Co.
Pharma Derm S. A. E. Co. was registered on 6th September,
1998 under the relevant Companies Act of Egypt. The Company was acquired to manufacture
pharmaceuticals, disinfectants, cosmetics, chemicals, among others as a subsidiary of
Emami Overseas FZE in FY 201011. The Company has not yet commenced operations.
During the financial year ended 31st March, 2025, the
Company earned revenues of NIL [previous year: Nil] and profit/ loss after tax of H (139)
lacs
[previous year H (696) lacs].
Emami Neo – Herbals International Ltd.
Emami Neo – Herbals International Ltd. was incorporated on 24th
September, 2024 the Company has not yet started business operations hence there is no
revenue. However, the Company has incurred an expenditure of H 3 lacs, resulting in loss
of H (3) lacs during the year.
Brillare Science Ltd
Brillare Science Ltd is a whollyowned subsidiary of Emami Limited
w.e.f., 27th March,2024. It is engaged in the manufacturing of professional
saloon products.
During the financial year ended 31st March, 2025, the
Company earned revenues worth H 4,890 lacs (previous year H 3,361 lacs) and Profit/(loss)
after tax of H (1,876) lacs [previous year H (1,012) lacs].
Helios Lifestyle Ltd
Helios Lifestyle Ltd is a whollyowned subsidiary of Emami Limited
w.e.f., 21st November, 2024. It is engaged in online male grooming sector
During the financial year ended 31st March, 2024, it earned
revenues worth H 15,392 lacs (previous year H 18,292 lacs) and a profit/(loss) after tax
of H (2183) lacs [previous year H 883 lacs].
Associate companies :
As of March 31, 2025, your Company had the following associate
companies:
(i) Tru Native F&B Pvt. Ltd.
(ii) Cannis Lupus Services India Pvt. Ltd.
(iii) Axiom Ayurveda Pvt. Ltd.
(iv) Axiom Foods & Beverages Pvt. Ltd.
(v) Axiom Packwell Pvt. Ltd.
Tru Native F&B Pvt. Ltd.
Tru Native is a smart nutrition company dedicated to empowering health
and fitness enthusiasts with affordable and healthy food & nutrition options. The
company had made a strategic investment in Tru Native F & B Pvt Ltd on 5th
March, 2022 and the current strategic investment is equivalent to 20.65% of its paid up
share capital on a fully diluted basis.
During the financial year ended 31st March, 2025, the
Company earned revenues worth H 3,922 lacs (Previous year H 1,660 lacs) and a
profit/(loss) after tax of H (756) lacs (previous year H (537) lacs].
Cannis Lupus Services India Pvt. Ltd.
Cannis Lupus is a petcare startup offering Ayurvedic/ herbal remedies
for pets under the brand name "Fur Ball Story". The Company had made a strategic
investment in Cannis Lupus Services India Pvt. Ltd. on 21st July, 2022 and the
current strategic investment is equivalent to 47.60% of its paid up capital on fully
diluted basis.
During the financial year ended 31st March, 2025, the
Company earned revenue worth H 510 lacs
(Previous year H 666 lacs) and a profit/(loss) after tax of H (1,231)
lacs [previous year H (430) lacs].
Axiom Ayurveda Pvt. Ltd.
Axiom markets beverage products under the brand "AloFrut",
the juices of which are the most refreshing and healthy fusion of aloe vera pulp and fruit
blends. The Company has made Strategic investment in Axiom Ayurveda Pvt. Ltd., on 28th
September, 2023 and the Current Strategic investment is equivalent to 26% of its paidup
share capital on fully diluted basis.
During the financial year ended March 31, 2025, the Company earned
revenues worth H 6722 lacs
(Previous year H 10,667 lacs) and a profit/(loss) after tax of H (937)
lacs [previous year H 522 lacs].
Axiom Foods & Beverages Pvt. Ltd.
Axiom Foods & Beverages Pvt. Ltd., is an associate company of Axiom
Ayurveda Pvt. Ltd. The Company has made an investment in Axiom Foods & Beverages Pvt.
Ltd., on 28th September, 2023 and the current investment is equivalent to 26%
of its paidup share capital on fully diluted basis.
During the financial year ended March 31, 2025, the Company earned
revenues worth H 7261 lacs
(Previous year H 26 lacs) and a profit/(loss) after tax of H (622) lacs
[previous year H(79) lacs].
Axiom Packwell Pvt. Ltd.
Axiom Packwell Pvt. Ltd., is an associate company of Axiom Ayurveda
Pvt. Ltd. The Company has made an investment in Axiom Packwell Pvt. Ltd., on 28th
September, 2023 and the current investment in Axiom Packwell Pvt. Ltd is equivalent to 26%
of its paidup share capital on fully diluted basis.
During the financial year ended 31st March, 2025, the
Company earned revenues worth H 611 lacs
(Previous year H 2 lacs) and a profit/(loss) after tax of H (147) lacs
(previous year H (17) lacs).
9. Public Deposits
The Company has not accepted any public deposits covered under Chapter
V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.
10. Nonconvertible debentures
The Company did not issue any nonconvertible debentures during the
financial year 202425.
11. Consolidated financial statements
The consolidated financial statements, prepared in accordance with
INDAS 110–consolidated financial statements, form part of this Integrated Report. The
net worth of the consolidated entity as on March 31, 2025, stood at H 2,69,479 lacs as
against H 2,44,659 lacs at the end of the previous year.
12. Compliance with Secretarial Standards of ICSI
The Ministry of Corporate Affairs has mandated SS1 and SS2 with respect
to Board meetings and General Meetings respectively. The Company has ensured compliance
with the same.
13. Transfer of Unclaimed Dividend and Unclaimed shares to Investor
Education and Protection Fund
The details relating to unclaimed dividend and unclaimed shares forms
part of the Corporate Governance Report.
14. Auditors and Auditors' Reports
Statutory auditor
Your Company's Statutory Auditors, M/s. S. R. Batliboi & Co.
LLP, Chartered Accountants (firm registration number 301003E/E300005), were reappointed as
the Statutory Auditors of the Company for a second term of consecutive five years from the
conclusion of 39th Annual General Meeting held on 9th September,
2022 till the conclusion of 44th Annual General Meeting to be held in the
calendar year 2027.
The Auditor's report on the standalone and consolidated financial
statement of the Company for the financial year ended on 31st March, 2025 does
not contain any qualification, reservation or adverse remark or disclaimer.
Secretarial auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s MKB & Associates, Practicing
Company Secretaries (FRN: P2010WB042700) as its secretarial auditor to
undertake the Secretarial Audit from FY 202425.
The secretarial audit report by the secretarial auditors, in the
specified form MR3 is annexed herewith and forms part of this report (Annexure I). The
Company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. except for the delay in filing of
3 (three) intimations with the Stock exchange which were due to
determining the implication, completion of visa etc. Furthermore, the Secretarial Auditor
M/s MKB & Associates, Practicing Company Secretaries, has also certified the
compliance as per the SEBI (Listing Regulations) and the same has been intimated to the
stock exchanges within the stipulated time.
Pursuant to provisions of Regulations 24A and 36 of the Listing
Regulations and the provisions of Section 204 and other applicable provisions, if any, of
the Companies Act, 2013 and Rules framed thereunder, M/s MKB & Associates, Company
Secretaries (FRN : P2010WB042700) have been proposed to be appointed as Secretarial
Auditors of the Company to conduct secretarial audit of the Company for a term of five
consecutive years with effect from April 01, 2025 until March 31, 2030.
The Auditors have confirmed that they are peer reviewed company
secretaries and hold a valid certificate of peer review issued by the Institute of Company
Secretaries of India. They have also confirmed that they are not disqualified and are
eligible for the said appointment.
Cost Auditor
The Company's Cost Auditors, M/s. V.K. Jain & Co. (Firm
Registration Number: 00049), were appointed by the Board of Directors at its meeting held
on May 29, 2024 to audit the cost accounting records, as may be applicable to the Company
for FY 202425 and their remuneration was approved during the previous Annual General
Meeting.
As per the requirements of section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts
and records in respect of the applicable products for the year ended March 31, 2025.
Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost
Audit Report for the financial year March 31, 2024 was filed with the Ministry of
Corporate Affairs within prescribed time.
M/s V. K. Jain & Co has been reappointed as cost auditors for FY
202526 by the Board of Directors in its meeting held on 16th May, 2025 and the
remuneration payable to the cost auditors is required to be placed before the members in
the ensuing Annual General Meeting for ratification. M/s V. K. Jain & Co. have given
their consent to act as Cost Auditors and confirmed their eligibility that their
appointment is within the limits of the section 139 of the Companies Act, 2013.
Accordingly, a resolution seeking members' ratification for the
remuneration payable to the Cost Auditor is included in the notice convening the Annual
General Meeting. The Board recommends the same for approval by members at the ensuing
Annual General Meeting.
15. Conservation of energy, technology and exchange outgo
The particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo in accordance with the provisions of Section 134(3) of
the Act, read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is annexed
herewith and forms part of this Report. (Annexure II).
16. Annual Return
In terms of Section 92(3) the Act and Rule 12 of the Companies
(Management and Administration) Rules 2014, a copy of the Annual Return of the Company for
the financial year ended on 31st March, 2025 is available on the website of the
Company at the link http://www.emamiltd.in/investorinfo/ index.php#Compliance
17. Corporate Social Responsibility
Corporate social responsibility forms an integral part of your
Company's business activities. The Company carries out its corporate social
responsibility initiatives not just in letter but also in spirit and thus has touched
thousands of lives across India.
In compliance with Section 135 of the Act, read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR
policy, which is available at: http://www.emamiltd.in/ holisticliving/pdf/CorporateSocial
Responsibility Policy of EmamiLtd.pdf
The Report on CSR expenditures during the FY 202425 is annexed herewith
and forms part of this report (Annexure III).
During the year, the Company's net CSR obligations was Rs 1329.01
lacs which was met by spending H
1108.09 lacs during the financial year and H 220 Lacs were transferred
to to a separate bank account in compliance with Section 135(6) of the Companies Act, 2013
for an ongoing project of H 222 lacs. Also, there is an excess spent of H 1.08 lacs during
the year under review which is available for set off in the succeeding Financial Year.
18. Directors and Key Managerial Personnel
Directors retire by rotation
In accordance with the provisions of Section 152 of the Act read with
Rules made thereunder, Shri Mohan Goenka, Shri S. K. Goenka and Shri. R.S. Agarwal Agarwal
are liable to retire by rotation at the 42nd Annual General Meeting and being
eligible, offer themselves for reappointment.
Independent Directors
Upon completion of the first term of appointment of Shri Anjanmoy
Chatterjee, Smt. Avani Davda and Shri Rajiv Khaitan as Independent Directors of the
Company, the shareholders through Postal Ballot pursuant to section 110 of the Companies
Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration)
Rules, 2014 reappointed each of them for the further five years with effect from 2nd
August 2024.
Key Managerial Personnel
Upon resignation of Shri Sandeep Kumar Sultania (ACS 13546), as Company
Secretary of the Company effective from 28th February 2025, the Board at its
meeting held on 16th May 2025, appointed Mr. Ashok Purohit (FCS 7490) as the
Company Secretary & Compliance Officer of the Company as per recommendation of the
Nomination and Remuneration committee.
19. Business Responsibility and Sustainability Report
As required under Regulation 34 of SEBI Listing Regulations 2015, the
Business Responsibility and Sustainability Report of the Company for the financial year
ended March 31, 2025 is attached as part of the Integrated Annual Report.
20. Dividend Distribution Policy
The Company has formulated a Dividend Distribution Policy, which may be
accessed on the website of the Company, https://www.emamiltd.
in/wpcontent/uploads/2023/08/17160454/ DividendDistributionPolicyEmamiltd.pdf
21. Credit Rating
Brief details of the ratings received from credit rating agency are
given in the Corporate Governance Report forming part of this Integrated Annual Report.
22. Board induction, training and familiarization programme for
Independent Directors
Prior to the appointment of an Independent Director, the Company sends
a formal invitation along with a comprehensive note on the Company's profile, the
Board structure and other pertinent details to the prospective Independent Director. At
the time of appointment of the Director, a formal letter of appointment outlining the
duties, responsibilities and role anticipated of the newly appointed Director of the
Company is provided. Along with being fully informed about the various compliances
required from him/her as a Director under the various provisions of the Act, SEBI Listing
Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of
Conduct of the Company and other pertinent regulations, the Director's role,
functions and responsibilities are also explained to them in detail.
A Director, upon appointment, is formally inducted to the Board. In
order to familiarize the Independent Directors about the various business drivers, they
are updated through presentations at Board Meetings about the performance and financials
of the Company. They are also provided presentations about the business and operations of
the Company from time to time.
The Directors are also updated on the changes in relevant corporate
laws relating to their roles and responsibilities as Directors. The details of the Board
familiarisation programme for the Independent
Directorscanbeaccessedat:https://www.emamiltd. in/wpcontent/uploads/2023/09/11183704/
liarizationProgrammeForIndependentDirectors.pdf
23. Performance evaluation
Pursuant to the provisions of Section 178 of the Act, read with rules
made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note
on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company
has framed a policy for evaluating the annual performance of its Directors, Chairman, the
Board as a whole, and the various Board Committees. The Nomination and Remuneration
Committee of the Company has laid down parameters for performance evaluation in the
policy.
The Board also evaluated the performance of each of the Directors, the
Chairman, the Board as a whole and all committees of the Board. The process of evaluation
is carried out in accordance with the Board Evaluation Policy of the Company and as per
the criteria laid down by the Nomination & Remuneration Committee.
24. Number of meetings of the Board
The Board of Directors held five meetings during the year on May 29,
2024, August 01, 2024, August 30, 2024, November 07, 2024 and January 27, 2025. The
maximum gap between any two meetings was less than 120 days, as stipulated under
SEBI's Listing Regulation, 2015. The details of Board Meetings held and attendance of
Directors are provided in the Report on Corporate Governance forming part of this
Integrated Annual Report.
25. Committees of the Board
The Company has constituted/reconstituted various Boardlevel committees
in accordance with the requirements of Act, and SEBI Listing Regulations. The Board has
the following committees as on 31st March, 2025 as under:
i. Audit Committee ii. Nomination and Remuneration Committee iii.
Stakeholders Relationship Committee
iv. Environmental, Social & Governance and Corporate Social
Responsibility Committee
v. Risk Management committee
vi. Finance and Management Committee
Details of all the above Committees along with composition and meetings
held during the year under review are provided in the Report on Corporate Governance
forming part of this Integrated Report.
The Boad of Directors at their meeting held on 27th January
2025,reviewed the role / powers of each of the mandatory & non mandatory committees
and restructured the committees accordingly.
26. Separate meeting of Independent Directors
Details of the separate meeting of the Independent Directors held and
attendance of Independent Directors therein are provided in the Report on Corporate
Governance forming part of this Integrated Report.
27. Whistleblower policy
The Company has established an effective Whistleblower policy (Vigil
mechanism) and procedures for its Directors and employees. The details of the same are
provided in the Corporate Governance Report, which forms part of the Integrated Annual
Report. The vigil mechanism of the Company provides for adequate safeguards against
victimization of Directors, employees and third parties who avail of the mechanism and
also provides for direct access to the Chairman of the Audit Committee in exceptional
cases.
The policy on vigil mechanism may be accessed on the Company's
website at: https://www.emamiltd. in/wpcontent/uploads/2023/08/17161434/
WhistleBlowerPolicyEmami.pdf
28. Remuneration policy
The remuneration policy of the Company seeks to attract, retain and
motivate talented individuals at the executive and Board levels. The remuneration policy
seeks to employ people who not only meet the eligibility requirements but also possess the
qualities required to blend in with the company's corporate culture. The remuneration
policy seeks to provide performancebased, wellrounded compensation packages, while
accounting for applicable laws and industry norms.
The remuneration policy ensures that the remuneration to the directors,
key managerial personnel and the senior management involves a balance between fixed and
incentive pay reflecting short and longterm performance objectives appropriate to the
working of the company and its goals. The remuneration policy adheres to the
‘payforperformance' principle.
The Company's policy on remuneration and appointment of Board
members as mentioned in the Remuneration Policy have been disclosed on the Company's
website: https://www.emamiltd. in/wpcontent/uploads/2023/08/17155929/
RemunerationPolicyEmamiLtd.pdf.
29. Related party transactions
All the related party transactions entered into by the company were
conducted in the normal course of business on an arm's length basis. There were no
significant agreements or material contracts or arrangements with related parties during
the year under consideration.
Accordingly, disclosure of Related Party Transactions as required under
Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 in
form AOC2 is not applicable.
During the year, the Audit Committee had granted an omnibus approval
for transactions, which were repetitive in nature for one financial year. All such omnibus
approvals were reviewed by the Audit Committee on a quarterly basis. All related party
transactions were placed in the meetings of Audit Committee and the Board of Directors for
the necessary review and approval. The Company has developed and adopted relevant SOPs for
the purpose of monitoring and controlling such transactions.
Your Company's policy for transactions with the related party
which was reviewed by the Audit Committee and approved by the Board, can be accessed at:
https://www.emamiltd. in/wpcontent/uploads/2023/08/17161259/
PolicyforTransactionswithRelatedParties.pdf.
30. Particulars of loans, guarantees and investments
Particulars of loans, guarantees and investments made by the Company
pursuant to Section 186 of the Act, are given in the notes to financial statements. The
Company has granted loans, provided guarantee and made investment in its wholly owned
subsidiary(ies)/associate(s) and other body corporate for their business purpose. The
Company also holds securities of other body corporates as strategic investor.
31. Particulars of employees and managerial remuneration
The information of employees and managerial remuneration, as required
under Section 197(2) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith
and forms part of this Report.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, has been provided in a separate annexure forming part
of this report.
Further, the report and the accounts are being sent to the Members
excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection and any member interested in obtaining a copy of the same may write to
the Company Secretary at the Registered Office of the Company.
32. Board Policies
The details of the policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are provided in the Corporate
Governance Report, forming part of this Integrated Annual Report.
33. Management Discussion and Analysis and Corporate Governance Report
As per Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations 2015, Management Discussion Analysis, Corporate Governance Practices followed
by your Company, together with a certificate from the Company's auditors confirming
compliance of conditions of Corporate Governance are an integral part of this Integrated
Annual Report.
34. Risk management system
The Company has developed and implemented a risk management policy
which is periodically reviewed by the management. The system also complies with the
requirements laid down under the ISO 31000: 2018 norms.
In accordance with Regulation 21 of SEBI Listing Regulations, 2015, the
enterprise risk management policyoftheCompany,whichhasbeendulyapproved by the Board, is
reviewed by the Risk Management Committee, Audit Committee and the Board on a periodical
basis. The risk management process encompasses practices relating to identification,
assessment, monitoring and mitigation of various risks to key business objectives. Besides
exploiting the business opportunities, the risk management process seeks to minimise
adverse impacts of risk to key business objectives.
35. Prevention of sexual harassment at workplace
Your Company is dedicated to providing a work environment that
guarantees every female employee is treated with dignity, respect and equality. Emami
maintains a zerotolerance policy towards sexual harassment and any such behaviour invites
serious disciplinary action.
In accordance with the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH), your Company has a policy to
prevent sexual harassment of its women employees. This policy enables every employee to
freely report any incidents with the assurance that prompt action will be taken. The
policy lays down severe punishment for any violations of the same. The Company has also
adhered to the requirements of constituting an internal complaints committee under POSH.
Several initiatives were undertaken during the year to demonstrate the
Company's zero tolerance philosophy against discrimination and sexual harassment
including awareness programme, which included creation and dissemination of comprehensive
and easytounderstand training and communication material.
During the year under review, there was no complaint under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 at
any of the business places of the Company.
36. Details of significant and material orders passed by
regulators/courts/ tribunals
There was no instance of any material order passed by any
regulators/courts/tribunals impacting the going concern status of the Company.
37. Other Confirmations
There are no instances of onetime settlement with any Bank or Financial
Institutions.
38. Directors' Responsibility Statement
Pursuant to the requirements laid down under Section 134(5) of the
Companies Act, 2013, with respect to the Directors' Responsibility Statement, the
Directors confirm that:
I. In the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards have been followed and no material
departures have been made;
II. The Directors 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 as on March 31, 2025,
and of the profit of the Company for the year ended on that date;
III. The Directors have 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;
IV. The annual accounts were prepared on a going concern basis;
V. The Directors have laid down effective internal financial controls
to consistently monitor the affairs of the Company and ensured that such internal
financial controls were adequate and operating effectively;
VI. The Directors have devised a proper system to ensure compliance
with the provisions of all applicable laws and that the same are adequate and operating
effectively
39. Integrated Report
Emami has voluntarily provided the members with an Integrated Report,
which discusses the organization's strategy, governance structure, performance, and
opportunities for creating value based on the six types of capital: financial,
manufactured, intellectual, human, social and relationship, and natural capital, for the
interest of all stakeholders of the company.
40. Acknowledgements
Your Directors would like to acknowledge and place on record their
sincere appreciation of all stakeholders – shareholders, bankers, dealers, vendors
and other business partners for the unstinted support received from them during the year
under review. Your Directors recognise and appreciate the efforts and hard work of all the
employees of the Company and their continued contribution to its progress.
For and on behalf of the Board
Place: Kolkata R.S. Goenka Date: 16th May 2025 Chairman (DIN
– 00152880)