The Board of Directors are pleased to present the annual report and the
audited financial statements of the Company for the nine months Financial Year ended March
31, 2025.
FINANCIAL YEAR
The Board of Directors of the Company, on January 23, 2025, approved
the change in the Financial Year of the Company from "July 1 - June 30" period
to "April 1 - March 31" period. Consequently, the Financial Year of the Company
for period under review, viz., 2024-25, is a period of 9 months commencing on July 1,
2024, and ending on March 31, 2025. Subsequent financial years of the Company shall
commence on April 1 every year and end on March 31 of the succeeding year.
Accordingly, this report of the Board of Directors, together with all
its annexures, audited financial statements and the auditors' report have been
prepared for the nine months period from July 1, 2024 to March 31, 2025. Hence, the
numbers are not comparable to the previous financial year, which was a twelve months
period (July 1, 2023 to June 30, 2024).
DIVIDEND
During the Financial Year, the Board of Directors of the Company, at
its meeting held on February 10, 2025, declared an interim dividend of ' 65 per equity
share, which was distributed to the shareholders on March 6, 2025.
The Board of Directors of the Company, at its meeting held on May 26,
2025, have recommended a final dividend of '47 per equity share, for the Financial Year
ended March 31, 2025. This final dividend is subject to approval of the Members at the
ensuing 41st Annual General Meeting of the Company.
The aggregate dividend for the Financial Year ended March 31, 2025
(including the afore-mentioned interim and final dividend), amounts to '112 per equity
share.
FINANCIAL RESULTS
The Company's financial performance for the Financial Year ended
March 31, 2025 is summarized below:
(Figures in ' Crores)
Particulars |
2024-25* |
2023-24 |
Sales |
2,235 |
2,633 |
Profit before tax |
554 |
562 |
Profit after tax |
418 |
412 |
Appropriations: |
|
|
Opening balance in retained earnings |
485 |
506 |
Oher Comprehensive Income |
(5) |
7 |
Transfer from share option outstanding account |
8 |
- |
Deemed Equity Distribution to Ultimate Holding Company |
(4) |
- |
Dividend paid in the year |
(358) |
(440) |
Closing balance in retained earnings |
543 |
485 |
Earnings per share |
|
|
- Basic (') |
128.17 |
126.35 |
- Diluted (') |
128.17 |
126.35 |
*Financial Year 2024-25 is a 9 months period from July 1, 2024
to March 31, 2025, and hence the figures are not comparable with the previous financial
year which is a 12 months period.
MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS PERFORMANCE AND STRATEGY
For the 9-months Financial Year ended March 31, 2025, the Company
reported sales of ' 2,235 Crores, driven by a robust portfolio, superior execution and a
consistent pipeline of innovation to better serve consumers. Profit after tax for the
fiscal was ' 418 Crores, driven by strong topline growth as well as deliberate
productivity interventions to fuel superiority across the portfolio.
The Company continued to deliver a strong performance, across top-line
and bottom-line during the Financial Year.
The Company continues to remain focused on long term value creation and
to better serve consumers, customers, employees, society, and shareholders, through its
integrated growth strategy, which consists of five strategic and integrated choices:
A focused product portfolio where performance drives brand
choice
Irresistible superiority across product, package, brand
communication, retail execution and value, to delight consumers
Productivity improvement in all areas of our operations
Leading constructive disruption of our industry across all areas
of the value chain
An empowered, agile and accountable organization, enabling us to
better serve consumers.
These strategic choices reinforce and build on each other. When these
strategic choices are implemented effectively, they grow markets while creating business,
which in turn, grows Company's share, sales, household penetration and profit.
Importantly, this strategy is inherently dynamic, adapting to the changing needs of
stakeholders. This strategy is yielding consistent results for the Company, and therefore
remains the right way forward as the Company steps into the new fiscal year.
GROOMING SEGMENT PERFOMANCE
During the Financial Year, the Company's grooming business
delivered strong performance, marked by robust growth and continued market share gain.
This was driven by a focused strategy built on irresistible superiority on product &
packaging, effective consumer engagement, and continuous innovation. The Company's
grooming portfolio includes brands like Gillette Guard, Gillette Labs, Gillette Mach 3,
Gillette Fusion, Gillette Venus, Gillette Shaving foams and Braun. The
Company's comprehensive grooming portfolio continues to offer wide range of
productsfrom traditional hassle-free shaving solutions; to advanced styling and
shaping tools; and electronic grooming devices, as well as comfortable shaving experience
to the female grooming needs, ensuring we meet the unique requirements of every consumer.
In its decades of service, the Company has strengthened its market leadership, continuing
to gain trust of its users.
The Company upgraded and enhanced the portfolio of its much-loved Gillette
Guard which offers a superior, cut-free shaving experience with a
chrome-platinum coating for an enhanced protection against rust. As the Company took this
proposition to market, it successfully gained the trust of millions of consumers who now
rely on Guard for their shaving needs.
With the understanding of evolving consumer needs, the Company elevated
range of Mach 3 razors by integrating state-of-the-art technology, including
three anti-friction blades and unique facial adaptive technology. This transformative
shaving experience ensures that "shave bhi ho jaye, aur pata bhi na chale (worry
and hasle free shaving experience), giving the consumer both smooth and effortless shaving
experience.
Today's consumers have diverse preferences, including a desire for
tools that allows them to evolve' their appearance as needed. With this
consumer insight at the forefront, the Company revamped the packaging of Gillette
Fusion 5 which effectively communicates its unique and superior proposition for
"Perfect Shave, Perfect Shape."
Braun products continued to show healthy growth in the
appliances sector.
Over the years, we have also evolved our communication strategy to
cater to our consumers in a better way and thereby effectively resonate with them.
Superior communication continues to be a key vector for the Company for
its female grooming segment - Gillette Venus. It is a critical avenue to reach
consumers and educate them on the smooth, painless, and hassle-free experience that Venus
provides. The Company does this via relatable digital and social media-led
communication.
Superior packaging is also essential for the consumers, as it creates
the perfect First Moment of Truth with consumers, enhancing the delightful experience when
they encounter Gillette products. Through Gillette Venus, the Company
upgraded this moment for its consumers, with improved cues on the package which details
the feature, benefit, ingredients, and usage recommendations - all enabling consumers to
quickly identify and choose the right product to meet their needs at a glance.
As a result of these key interventions across the Gillette
portfolio, the Company recorded its highest- ever market share in the Blades and
Razors category this Financial Year.
ORAL CARE SEGMENT PERFORMANCE
The Company's Oral Care portfolio serves a diverse range of
consumers and their unique needs, with an assortment of products - featuring from gentle
to deep clean, special range for children, and an advanced power-oral care range. The
Company continued to upgrade its propositions to keep delighting consumers and meeting
their evolving needs pertaining to their oral health.
The Company is committed to enhancing consumers' experience while
brushing and providing them optimum Oral Care.
In the manual oral care segment, the Company achieved significant
progress with two new launches. The new Sensitive Expert toothbrush features
a compact head and ultra-thin bristles, crafted to provide healthier gums and cleaner
teeth for consumers. Moreover, the Company introduced the Oral-B Charcoal Whitening
toothbrush, targeted at consumers looking for effective teeth whitening
solutions.
With the insight that consumers who use Oral B power oral care
products have a much superior experience, and to ensure more and more consumers can
experience this, the Company launched the iO3 electric toothbrush, which is designed to
provide a premium power oral care experience at an affordable price point, inviting many
more consumers into the world of Oral B power oral care. Another new addition, is
the Vitality Pro Sensitive electric toothbrush, which allows even more consumers to
enjoy the benefits of electric brushing by alleviating concerns that electric brushes may
be harsh on sensitive teeth.
The innovations in the oral care segment, supported by dynamic
go-to-market activations on e-commerce platforms and a compelling communication strategy,
ensures the Company connects with consumers where they are, delivering messages that truly
resonate with them.
ECONOMIC OUTLOOK, RISKS & OPPORTUNITES
The International Monetary Fund (IMF) projects Indian economy to grow
by 6.2% in 2025 and 6.3% in 2026. This estimate stands tall against the global growth
projection which is projected at 3.3% in both 2025 and 2026, thus projecting that India
will maintain its position as a fast-growing major economy globally. The growth is
expected to be supported by private consumption, particularly in rural areas.
Further, IMF predicts the global inflation rate to decrease to 4.3% in
2025 and decline further to 3.6% in 2026.
Steady government and private investment and economic indicators of tax
collections, foreign reserves continuing to be healthy, present an optimistic outlook for
future, however, inflation and demand needs to be remain on the watchlist in light of the
evolving global trade policies.
Although India's economy is well-paced for growth, uncertainties
in global markets, financial volatility, and disruptions in trade present significant
risks. Strategic reforms and fiscal strategies are crucial to sustain and boost this
growth amid evolving global dynamics.
Within the FMCG industry, demand trends continue to evolve. While
non-food Inflation continues to stay below RBI's medium-term target of 4%*, consumer
consumption trends are still shifting. With healthier monsoons last year and rural wages
picking up, rural demand is showing signs of healthy recovery. Urban demand continues to
remain soft, however government investment is expected to inflect growth shortly.
In this environment, the Company continues to hold a cautiously
optimistic outlook for the future and is well positioned to sustain and improve its
performance with its integrated growth strategy and serve the consumers with superior
products.
Sources:
Press release of Ministry of Finance dated March 20, 2025; Press
release of Ministry of Finance dated April 23, 2025; and IMF World Economic Outlook,
April, 2025
FINANCIAL RATIOS & INDICATORS
Ratios |
2024-25 |
2023-24 |
% Change |
Debtors' turnover ratio |
6.84 |
8.86 |
-23# |
Inventory turnover ratio |
5.26 |
6.52 |
-19# |
Current ratio |
1.64 |
1.56 |
5 |
Net capital turnover ratio |
4.46 |
6.16 |
-28# |
Trade payables turnover ratio |
1.50 |
1.64 |
-9# |
Return on capital employed |
50% |
53% |
-6# |
Return on investment |
5% |
4% |
8# |
Ratios |
2024-25 |
2023-24 |
% Change |
Operating profit margin |
25% |
22% |
15 |
Net profit margin |
19% |
16% |
20% |
Return on net worth |
42% |
42% |
0# |
#The numbers are not comparable as current year is a nine month period
vs. twelve month period in the previous year.
Note: The Company did not have any borrowings during the Financial
Year, hence interest coverage ratio and debt equity ratio are not applicable.
RISK MANAGEMENT
The Company has set up a Risk Management Committee and has also adopted
a risk management policy. Adequate measures have been adopted by the Company to
anticipate, plan and mitigate the spectrum of risks it faces. The Company's risk
management process focuses on ensuring that these risks are identified and addressed on a
timely basis. The risks are identified by a consistent process across functions and the
Company also strives to link each risk with a mitigation step to ensure business
continuity. The risk report is reviewed at regular intervals, to ensure that risks are
planned for mitigation, for the fact that not all risks can be eliminated.
As part of the business sustainability and governance process, in order
to ensure a robust risk management system, in line with the applicable laws, the Company
follows a proactive risk management policy, aimed at protecting its employees, assets and
the environment, while at the same time ensuring growth and continuity of its business.
The Company also has adequate insurance coverage to protect the value of its assets. The
Company has in place a very stringent and responsive system under which all its
distributors and vendors are assessed before being selected.
REGULATORY AND COMPLIANCE
The Company operates within the letter and spirit of all applicable
laws. General compliance with legal requirements is an important component of the
Company's Worldwide Business Conduct Manual and the same expects the following from
its employees:
The Company has set in place the requisite mechanism for meeting the
compliance requirements, periodic monitoring of compliance to avoid any deviations, and
regular updates to keep pace with the regulatory changes.
A number of training programs are conducted periodically for employees
with respect to various compliance related topics such as Global AntiCorruption Standards,
Prevention of Sexual Harassment at Workplace, Whistle-blower Mechanism, Conflict of
Interest, Data Privacy, Data Integrity, Anti-Trust compliance etc.
SECURITY
The Company has implemented comprehensive security programs supported
by latest technology and trained manpower to protect employees and assets, at its office
and plants. During the Financial Year under review, no major security breaches or
incidents occurred at your Company's plant. A comprehensive security risk assessment
is carried out regularly and adequate security measures are implemented to cater to
changing security scenario. The Company has installed the best of the security measures
and processes to protect its personnel and assets.
INTERNAL CONTROLS & THEIR ADEQUACY
The Company continues to prioritize sustainable control processes that
are an integral part of organization culture. It has built strong Internal Controls
Environment and Risk Assessment and Management systems. These systems enable the Company
to comply with Internal Company policies, procedures, standard guidelines, and local laws
to help protect Company's assets and confidential information including personal
identifiable information against financial losses and unauthorized use. The robust
controls environment at the Company is efficiently managed and monitored through below
measures:
Controls Self-Assessments
CSA's are performed during the year across business processes. The
purpose of this thorough exercise is to review and evaluate process compliances against
standard control objective, activities, and attributes. This enables the Company to
proactively identify control weaknesses and initiate actions to sustainably mitigate them.
Along with CSA's, the company also has a process of continuous monitoring
selective controls in manufacturing processes via an internally
developed toolkit that tracks control activities and assesses effectiveness of controls
with the process owners by selecting auto samples for packing, planning, warehousing, etc.
Samples are auto picked up every quarter for the respective areas in the toolkit and
tested. Defects, if any, are reviewed by the management. This ensures ongoing monitoring
of controls for operational areas.
Governance and Global Internal Audit
There are internal control experts in the organization guiding business
teams on day-to-day compliance requirements. They also ensure that all key processes, i.e.
selling, distribution, trade & marketing expenses, vendor payments, etc. are reviewed
and assessed at appropriate intervals via CSAs, standard operating procedures and process
reviews or audits as applicable. As part of their ongoing monitoring process, if there are
issues identified, those are reported to senior management for implementing action plans
to strengthen control environment in these processes. The assessments of high-risk and
Sarbanes-Oxley Act (SOX) compliance areas are done by Company's Global Internal Audit
(GIA) team. GIA comprises of certified internal auditors who have experience across
different markets and have independent centers of excellence. Issues raised by internal
audit teams are tagged to business owners and issue remediation is then reviewed and
reported appropriately to the senior leadership.
Governance Board
The Governance Board is led by the Managing Director and comprises
Chief Financial Officer, Chief Human Resource Officer, Supply Chain Leader, Purchasing
& Sustainability Leader, and General Counsel. The Governance Board assesses, and
reviews enterprise level risks and works with process owners and functional managers to
ensure that corrective action is taken, and risk is mitigated as appropriate.
BUSINESS RESPONSIBILITY, ENVIRONMENTAL SUSTAINABILITY AND CONSERVATION
OF ENERGY
The Company believes that its efforts in environmental sustainability
are important to create superior propositions for consumers, customers, and shareholders,
while improving its environmental impact. The Company continuously seeks to reduce the
footprint of its operations and to enable consumers to reduce their footprint, when they
use Company's products.
The Company's plant sites at Baddi and Bhiwadi are a
zero-manufacturing-waste-to-LandfiLL site, which means that no manufacturing waste is
discharged into the environment.
The Company contributes to the P&G group's ambition to reduce
Green House Gas (GHG) emissions across its operations. The Company will continue to strive
in its efforts towards this ambition.
The Company aims to reduce plastic packaging waste and to design the
product packaging to be recyclable or reusable; and to reduce the use of virgin petroleum
plastic resin in consumer packaging. The Company continues to be compliant with the
Extended Producer Responsibility guidelines on plastic packaging waste collection.
The Company also aims to play its part in protecting the water
resources and addressing the key challenges impacting its operations and the local
communities where it operates in.
A separate report on Business Responsibility & Sustainability has
been appended as Annexure I to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company's flagship Corporate Social Responsibility program -
P&G Shiksha is a holistic program that focuses on improving learning outcomes for
children from underserved communities across the country. P&G Shiksha has streamlined
its efforts to enable every child to learn with conceptual understanding and realize their
aspirations. P&G Shiksha uniquely remains single-mindedly focused on education,
creating deep a and lasting impact.
The Company has constituted a Corporate Social Responsibility
Committee. The composition and terms of reference of the Corporate Social Responsibility
Committee are provided in the Corporate Governance Report annexed to this Annual Report.
Report on Corporate Social Responsibility activities as required under
the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure
II to this Report.
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
The Company has the advantage of availing advanced technology and
continuous upgradation thereof from The Procter & Gamble Company, USA and its
subsidiaries. This is an unmatched competitive advantage that helps the Company deliver
strong business results.
As the Company avails benefits of research and development of The
Procter & Gamble Company, USA and its subsidiaries across the globe, the Company has
not incurred any expenditure on research and development during the Financial Year.
Technology absorption and adaptation is a continuous process.
The products manufactured and sold by the Company are a result of such
imported technology received on an ongoing basis. Initiatives are constantly undertaken
for innovation of products, new product development, improvement of packaging, enhancement
of product quality and application of best information technology to automate, simplify
and generate efficiencies in various business processes.
The Company having ongoing access to cutting- edge technology, derives
benefits such as product development, consistent superior product quality, process
efficiencies, cost effectiveness and energy efficiency.
FOREIGN EXCHANGE EARNINGS & OUTGO '
The details of foreign exchange earnings and outgo as required under
Section 134 of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules,
2014 are mentioned below:
(Figures in ' Crores)
Particulars |
For the year ended March 31, 2025 |
For the year ended June 30,2024 |
Foreign Exchange earnings |
117.56 |
206.25 |
Foreign Exchange outgo |
555.83 |
618.72 |
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on related party transactions which
is also available on Company's website at https://in.pg.com/india-governance-
and-policies/gil/terms-and-policies/. This policy deals with the review and approval
of related party transactions in accordance with the Companies Act, 2013 and SEBI (LODR)
Regulations. All related party transactions are placed before the Audit Committee for
review and approval. Prior omnibus approval is obtained for related party transactions
which are of repetitive nature and entered in the ordinary course of business and at
arm's length. All related party transactions are subjected to independent review by
Chartered Accountant firm to confirm compliance with the requirements under the Companies
Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and takes into account the OECD guidelines.
All related party transactions entered during the Financial Year were
in ordinary course of the business and on arm's length basis. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is not applicable to the Company.
Details of material related party transaction entered into during the
Financial Year 2024-25 are given below:
Name of Related Party |
Procter & Gamble International Operations S.A. |
Nature of transaction |
Import of Finished goods |
Amount of transaction during Financial Year 2024-25 |
'365 crores |
The above transaction was approved by the Shareholders by passing an
Ordinary Resolution through Postal Ballot on January 8, 2018. Being related parties, the
Promoter shareholders had abstained from voting on the said resolution.
LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE
The Company has not given any loans, guarantees or made any investments
during the Financial Year.
PUBLIC DEPOSITS
The Company has not accepted any Public Deposits under Chapter V of the
Companies Act, 2013, during the Financial Year.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual
Harassment Act"), the Company has formulated a Policy on Prevention of Sexual
Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at
workplace and has duly constituted Internal Complaints Committees for redressal of any
such complaints received. The
Company is committed to providing a safe work environment. During the
Financial Year, 2 complaints with allegation of sexual harassment were filed with the
Company, which were resolved during the year. No Complaints were pending for more than 90
days from date of filing.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sections 134(3) (c) of the Companies
Act, 2013, with respect to the Directors' Responsibilities Statement, it is hereby
confirmed:
i. that in the preparation of the Annual Accounts for the Financial
Year ended March 31, 2025, the applicable accounting standards had been followed along
with proper explanation relating to material departures
ii. that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were 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 of the Company for the Financial Year under
review
iii. that 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
iv. that the Directors had prepared the accounts for the Financial Year
ended March 31, 2025, on a "going concern" basis
v. that the Directors had laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and were
operating effectively
vi. that the Directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors'
Certificate on its compliance is annexed to this Report.
ANNUAL RETURN
The Annual Return for the Financial Year 2024-25, as required under
Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company at
https://in.pg.com/india-investors/ gil/reports-announcements/announcements/.
HUMAN RESOURCES
The Company continues to focus on creating an appealing employer brand,
attracting talent that aligns with the Company's values, and nurturing that talent
for future success. The Company has developed comprehensive employee centric human
resource strategies, to ensure that our organization is well-prepared to meet future
challenges.
India remains a critical talent source for the Company, and we have
adapted our campus initiatives to proactively address the ever-evolving talent cohorts.
The Company has launched innovative campus programs and revamped existing ones to continue
to attract the best talent. The Company's internships, onboarding, and learning &
development programs continue to receive recognition in various campus surveys. We are
committed to nurturing our talent and fostering diverse leaders who will thrive in our
ecosystem.
P&G India has been consistently recognized as an employer of
choice. For the eighth consecutive year, AVTAR has acknowledged us as one of the top 100
companies for women in India. We have also received accolades such as the Best
Organization for Women by ET Now (2025), Buddies of Wellness by People Matters (2024), and
Silver Employer for progress on LGBTQ+ inclusion at the Workplace by the India Workplace
Equality Index (2024), among others.
The number of employees as on March 31, 2025 was 513.
The Company is compliant with the Maternity Benefit Act, 1961.
The statement of Disclosure of Remuneration under Section 197 of the
Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure III to this Report.
As per the provisions of first proviso to Section 136 (1) of the
Companies Act, 2013, this Report and Financial Statements are being sent to the Members of
the Company excluding the statement of particulars of employees under Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member
interested in obtaining a copy of the said statement may write to the Company Secretary at
investorgil.im@pg.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Gagan Sawhney and Ms. Sonali Dhawan, NonExecutive Directors ceased
to be Directors on the Board effective September 25, 2024. The Board of Directors of the
Company express their deepest gratitude to them for their guidance and contribution to the
Board during their tenure as Directors on the Board of the Company.
Mr. Gurcharan Das (erstwhile Chairperson), Mr. Anil Kumar Gupta and Mr.
Chittranjan Dua ceased to be Non-Executive Independent Directors on the Board on
completion of their tenures effective September 28, 2024. The P&G Management and the
Board of Directors of the Company express their deepest gratitude to Mr. Gurcharan Das,
Mr. Anil Kumar Gupta and Mr. Chittranjan Dua for their valuable guidance, leadership,
counsel and direction to the Company during their tenure.
Ms. Anjuly Chib Duggal was elected as Chairperson of the Board
effective September 29, 2024.
Mr. Sanjay Asher and Mr. C. P. Gurnani were appointed as Non-Executive
Independent Directors on the Board effective September 29, 2024 and October 15, 2024
respectively, for a period of five years. Further, the Shareholders of the Company
approved such appointment at the 40th Annual General Meeting.
Mr. Gautam Kamath ceased to be Executive Director and Chief Financial
Officer of the Company effective October 31, 2024. The Board of Directors of the Company
express their deepest gratitude to Mr. Kamath for his guidance and contribution to the
Board during his tenure on the Board of the Company.
Ms. Srividya Srinivasan was appointed as Executive Director and Chief
Financial Officer of the Company effective November 1, 2024. Further, the Shareholders of
the Company approved such an appointment at the 40th Annual General Meeting of
the Company.
Mr. Pramod AgarwaL, Non-Executive Director, retiring by rotation and
being eligible, offers himself for re-appointment. Appropriate resolution for said
re-appointment is being proposed at the ensuing 41st Annual General Meeting of
the Company.
AU Independent Directors of the Company have provided declarations to
the Company stating that they meet the criteria of independence as mentioned under Section
149 (6) of the Companies Act, 2013 ("the Act") and the Securities and Exchange
Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015
["SEBI (LODR) Regulations"].
The Board is of the opinion that all the Independent Directors of the
Company possess integrity, have relevant expertise and experience and fulfil the
conditions specified under the Act and the SEBI (LODR) Regulations. The details of the
familiarization programmes and annual board evaluation process for Directors have been
provided under the Corporate Governance section of the Report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Four (4) meetings of the Board of Directors of the Company were held
during the Financial Year. For further details on meetings of the Board of Directors and
its Committees, please refer to the Corporate Governance section of this Report.
POLICIES
The Company has adopted various policies including policies on related
party transactions, corporate social responsibility, vigil mechanism, nomination and
remuneration, materiality of events and dividend distribution which are available on the
website of the Company at https://in.pg.com/india-governance-
and-poLicies/giL/terms-and-poLicies/.
INTERNAL AUDITOR
During the Financial Year, the Board of Directors had appointed Ms.
Pooja Bhutra, Chartered Accountant as the Internal Auditor of the Company for the
Financial Year 2024-25.
AUDITORS
At the Annual General Meeting held on November 18, 2022, KaLyaniwaLLa
& Mistry LLP, Chartered Accountants, were appointed as Statutory Auditors of the
Company for a second term of five years,
i.e., from the conclusion of the 38th Annual General Meeting
until the conclusion of the 43rd Annual General Meeting.
The Report issued by KaLyaniwaLLa & Mistry LLP, Statutory Auditors
on the financial statements of the Company for the Financial Year ended March 31, 2025
forms part of the Annual Report. There has been no qualification, reservation or adverse
remark given by the Auditors in their Report.
SECRETARIAL AUDIT
Secretarial Audit was carried out by M/s. Saraf & Associates,
Practicing Company Secretaries for the Financial Year 2024-25. There were no
qualifications, reservations or adverse remarks given by Secretarial Auditors of the
Company. The Secretarial Audit report is annexed to this Annual Report.
Further the Board at its meeting held on May 26, 2025, have approved
appointment of MK Saraf & Associates LLP, Practicing Company Secretaries, as
secretarial auditors of the Company for a term of five years from April 1, 2025 to March
31, 2030, subject to approval of shareholders of the Company at the ensuing 41st
Annual General Meeting.
SECRETARIAL STANDARDS
During the Financial Year, the Company has complied with mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India.
ACKNOWLEDGEMENTS
The Board of Directors place on record its deep appreciation for the
co-operation and support of the Company's employees, distributors, wholesalers,
retailers, suppliers, clearing and forwarding agents, business associates, government
authorities, bankers, consumers, employees and Shareholders and Look forward to their
continued support on the journey ahead.
On behalf of the Board of Directors |
|
|
Anjuly Chib Duggal |
Date: May 27, 2025 |
Chairperson |
Place: Mumbai |
|