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companylogoProcter & Gamble Health Ltd

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BSE Code : 500126 | NSE Symbol : PGHL | ISIN : INE199A01012 | Industry : Pharmaceuticals - Multinational |


Directors Reports

The Board of Directors are pleased to present the annual report and audited financial statements of the Company for the 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 "ApriLI - March 31" period. Consequently, the Financial Year of the Company for the 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 together with all its annexures, audited financial statements and 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).

FINANCIAL HIGHLIGHTS

The Company's financial performance for the Financial Year ended March 31, 2025 is summarized below:

(Rs in Crores)

Particulars 2024-25* 2023-24
Revenue from operations 934.17 1,151.26
Sale of products 918.09 1,129.49
Profit before tax 311.62 293.51
Profit after tax 234.41 200.98
Appropriations:
Opening balance in retained earnings 157.57 370.91
Profit for the year 234.41 200.98
Other comprehensive income (2.62) 0.67
Dividend paid in the year (232.40) (414.99)
Transfer from share option outstanding account 3.92 -
Deemed equity distribution to ultimate holding company (0.95) -
Closing balance in retained earnings 159.93 157.57
Earnings per share
Basic and Diluted (before exceptional items) (Rs) 141 133
Basic and Diluted (after exceptional items) (Rs) 141 121

*Financial Year 2024-25 is a 9 month period from July 1, 2024 to March 31, 2025, and hence the figures are not comparable with tht previous financial year which is a 12 month period.

DIVIDEND

During the Financial Year, the Board of Directors of the Company at its meeting held on February 12, 2025, declared an interim dividend ofRs 80 per equity share, which was paid on March 6, 2025.

The Board of Directors of the Company, at its meeting held on May 29, 2025, have recommended a final dividend of ' 45 per equity share, for the Financial Year ended March 31, 2025. This final dividend is subject to approval of the Members at the ensuing 58th Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended March 31, 2025, (including the interim dividend) amounts to ' 125 per equity share.

MANAGEMENT DISCUSSION & ANALYSIS:

ECONOMIC OUTLOOK, RISKS AND OPPORTUNITIES

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 for India 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 presents significant risks. Strategic reforms and fiscal strategies are crucial to sustain and boost this growth amid evolving global dynamics.

India's consumer healthcare market is experiencing significant growth, with projections indicating a compound annual growth rate of 8.8% until 2030. Key factors driving this expansion include increased health consciousness, a move towards preventive care, and a greater use of digital health technologies. There is a rising demand for over-the-counter (OTC) products, dietary supplements, and wellness solutions, as consumers gravitate towards self-care and favor natural, transparent ingredients.

The Vitamin Mineral & Supplement category showed steady growth, mainly behind pricing but with flat volume. The category saw acceleration in e-commerce channel with e-pharmacy platforms focusing on user acquisition. E-commerce and omnichannel approaches are transforming consumer purchasing habits, while a focus on sustainability is prompting the adoption of eco-friendly packaging and ethical sourcing practices.

Overall, the outlook for this sector remains very positive, supported by demographic trends, advancements in digital technology, and changing consumer preferences.

The Company is well-positioned to sustain and strengthen its position in the market.

Sources:

Press releases of Ministry of Finance dated March 20, 2025 and April 23, 2025; and IMF World Economic Outlook, April, 2025

FINANCIAL RATIOS & INDICATORS

Particulars 2024-25 2023-24 % Change
Debtors (trade receivables) turnover ratio 8.10 11.45 -29@
Inventory turnover ratio 8.55 9.43 -9@
Net capital turnover ratio 3.00 3.77 -20@
Trade payables turnover 1.46 1.63 -10@
Current ratio 2.44 2.39 2
Return on Capital Employed 54% 51% 6@
Return on Investment 6% 5% 20@
Operating profit margin 33% 23% 10@
Net profit margin 25% 17% 44A
Return on Networth 87% 31% 180%A

The Company did not have any borrowings during the Financial Year, hence interest coverage ratio and debt equity ratio are not applicable.

@The numbers are not comparable as current year is a nine month period vs. twelve month period in the previous year ^Operational efficiency due to cost optimization.

BUSINESS PERFORMANCE AND GROWTH STRATEGY

The Company's healthcare portfolio is designed towards delighting consumers by providing a diverse range of high-quality and affordable category of vitamins, minerals, and supplements (VMS) to patients, consumers, and customers across the Country. Renowned for its Longstanding Legacy in the healthcare sector, the Company boasts of a portfolio of well-established brands in India, including Neurobion, Evion, Polybion, Livogen, Nasivion, and Seven Seas, helping generations of consumers Live healthier and more vibrant Lives.

For the Financial Year ending March 31, 2025, the Company recorded sales ofRs 918 Crores and a profit after tax of ' 234 Crores. These stellar results were recorded owing to superior brand building initiatives, supported by strengthened supply chain and go-to- market capabilities.

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:

1. A focused portfolio of trusted and quality brands where performance drives brand choice.

2. Irresistible superiority across product, package, brand communication, retail execution and value, to delight consumers and grow markets.

3. Productivity improvement in all areas of its operations.

4. Constructive disruption - a willingness to change, adapt and create new trends, technologies and capabilities that will shape the future of our industry.

5. An empowered, agile and accountable organization that is inclusive and diverse - enabling us to better serve an increasingly diverse set of consumers.

The decisions we make reinforce and build upon one another, and when implemented effectively, they Lead to growth in both revenue and profitability as well as value creation. There remains meaningful opportunity for improvement and Leverage in every aspect of this strategy, and the Company continues to focus on strengthening the execution of these choices.

Public health concerns such as Vitamin deficiencies, Neuropathy, Iron deficiency (Anaemia), continue to be underdiagnosed and undertreated due to multiple challenges Like Lack of awareness of symptoms, understanding of treatment options and their impact on quality of Life. During the year, the Company focused on increasing consumer awareness about health and wellness through campaigns, educational programs, and across digital platforms-through Launching of notable initiatives.

The Company's high-concentration B-vitamin offerings through its flagship product Neurobion, recorded a double-digit growth. The Company collaborated with healthcare organizations to hold scientific symposiums for doctors focused on identifying early signs, assisting patients in expressing symptoms, diagnosing high-risk individuals, and discussing the Latest treatment protocols. Neurobion Forte Launched "Sabse Bada B" campaign, in partnership with the iconic Bollywood figure, Mr. Amitabh Bachchan, Leveraging his voice to emphasize on the essential role of Vitamin B in supporting nerve health and alleviating related symptoms.

Evion achieved double-digit growth, contributing to the acceleration of the Vitamin E category and increased its market share. This success was driven by significant increase in go-to-market interventions at trade and retail Levels, enhancements in packaging and effective communication with healthcare professionals (HCPs) and consumers. These efforts significantly boosted Evion's brand awareness. The significance of Vitamin E has been closely Linked to cell health. The Company, through its communication on ‘unpause with Evion' emphasized the importance of rich antioxidants in Vitamin E for repairing and protecting muscles, thereby helping individuals to unpause their fitness routines and Lead a healthier Lifestyle.

Livogen had a strong growth, primarily driven by its effective demonstration-led communication aimed at HCPs and the industry-leading "Baraah (12) ka Naara" campaign in partnership with FOGSI (the apex body of Gynecologists). The campaign promoted early diagnosis of anemia (iron deficiency) and importance of maintaining a healthy hemoglobin Level.

Polybion achieved mid-single-digit growth despite facing difficulties in the B-complex category in the country. The Company remained committed on improving category and brand awareness through the Launch of the "Recovery ka Saathi" campaign, aimed at creating HCP awareness about micronutrients supplementation (including B-complex) through recovery guidelines publication, recovery summits etc. bringing spotlight on science of micronutrients in convalescence.

Note: P&G Health and Indian Medical Association partnered to launch 'India's First Patient Recovery Guidelines' for doctors.

Nasivion faced a challenging year due to a decline in the nasal decongestant category. Despite these external challenges, the brand remained dedicated towards increasing awareness about the advantages of nasal decongestants through HCP activations and successfully gained its market share, surpassing the overall category.

Seveseas showcased strong double-digit growth, primarily fuelled by enhancements in packaging, distinctive branding at e-pharma platforms & interventions at trade and retail levels.

Achieving success in this industry demands that we adopt an agile approach combined with mindset towards constructive disruption. This translates to a willingness to change, adapt and create new trends, technologies and capabilities that will shape the future of our industry. The Company is focused on Leading disruption in a constructive way that delivers better outcomes and creates value for its stakeholders. The Company's commitment towards superiority extends to retail execution, where it is developing models, tools and capabilities to excel in both physical and digital environments. The Company collaborates with distributors to ensure product availability while also supporting them in building strong selling capabilities.

Across its portfolio, the Company Listens to consumers' needs and integrates these insights into product, packaging, brand messaging, education and retail execution to create value. The Company strives to identify opportunities for growth, thereby making a meaningful difference in the Lives of consumers and its stakeholders alike.

RISK MANAGEMENT

The Company has formed a Risk Management Committee and has also adopted a risk management policy, ensuring that effective measures are implemented to anticipate, prepare for and mitigate the various risks the Company may encounter. The risk management strategy emphasizes on the swift recognition and appropriate response to these risks. The Company's risk management policy is in Line with the parent Company's global guidelines.

The performance of the Company may be impacted by factors such as price control on products, customer behaviour change, development of new demand, changing economic policies due to geopolitical events, talent development and management, negotiations with Labour unions, cyber security, supply challenges from third party contract manufacturers, Legal and regulatory changes, etc. To address these risks, the Company has devised a comprehensive operational contingency plan. Additionally, it has formulated a business contingency plan for key suppliers and in response to natural disasters. Sufficient insurance coverage is also arranged to safeguard the Company's asset value.

A rigorous evaluation process has been established to meticulously assess all distributors and suppliers prior to their selection.

In alignment with its commitment to business sustainability and governance, the Company employs a forward-thinking risk management approach aimed at protecting its employees, assets, and the environment, while ensuring ongoing growth and operational continuity in accordance with applicable regulations.

These risks are identified through a structured process across various departments, and the Company strives to associate each identified risk with an equivalent mitigation strategy to ensure business continuity. Risk managers actively chart risks to foster a robust risk management culture. Routine reviews of risk reports are conducted to ensure that mitigation strategies are effective, for the fact that not all risks can be eliminated entirely.

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 ("WBCM") and the same expects the following action from every employee:

The Company's business is subject to stringent compliances under various Laws, such as the pricing regulations set by the Government, Foods and Drugs Administration Legislation, food safety regulations and standards, government approvals and the Company's internal code of conduct with respect to compliances, including those applicable to interactions with HCPs.

Amendments to statutes and the compliance with applicable Laws as well as policies may prove to be challenging as it requires constant monitoring. To support such monitoring requirement, the Company has set in place the requisite mechanism for meeting with the compliance requirements, periodic monitoring of compliance to avoid any deviations, and regular updates to keep pace with the regulatory changes.

INTERNAL CONTROLS AND THEIR ADEQUACY

The Company prioritizes internal controls as a fundamental aspect of its organizational culture, while ensuring compliance with internal policies and applicable Local Laws. To achieve this, the Company has established a comprehensive framework for internal controls and risk management, which encompasses several key practices:

a) Controls Self-Assessments (CSAs)

To proactively identify and address potential control weaknesses, the Company conducts extensive Controls Self-Assessments on an annual basis across its various business processes. These assessments evaluate adherence to standard control objectives and activities, allowing the organization to implement necessary improvements effectively and mitigate risks, if any.

b) Internal Compliance Experts

The Company employs a team of internal compliance experts who provide essential guidance to ensure that business operations align with Legal and regulatory requirements. Independent internal controls experts Lead reviews and audits of key processes, including selling, revenue, distribution, trade & marketing spends, vendor payments, and plant operations. Findings from these audits are communicated to senior management, who then develop action plans to enhance the internal control environment. This team also focuses on high- risk areas and monitors compliance with the Sarbanes-OxLey Act (SOX), ensuring that management's corrective actions are reviewed and reported.

c) Governance Board

The Governance Board, which consists of key executives such as the Managing Director, Chief Financial Officer, Chief Human Resource Officer, Supply Chain Leader, Legal Counsel, and

Sales Leader, plays a crucial role in enterprise- level risk management. The Governance Board collaborates with process owners and functional managers to assess risks and ensure that timely corrective actions are taken, thereby fostering a culture of accountability and proactive risk mitigation throughout the organization.

d) Do the Right Thing Training

The Company conducts annual "Do the Right Thing" training for all employees, reinforcing the importance of ethical behavior and compliance with the Company's Principles, Values, and Purpose. This training ensures that employees are equipped to make ethical decisions aligned with the Company's values.

By integrating these comprehensive practices into its operations, the Company reinforces its commitment to maintaining a strong internal control environment that promotes operational integrity, compliance, and overall organizational resilience.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A separate report on Business Responsibility and Sustainability has been appended as Annexure I to this Report.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible healthcare Company, the Company continued to channelize its Corporate Social Responsibilities (CSR) efforts towards building a healthier India under its CSR umbrella program -‘SEHAT' (meaning Health). With SEHAT, the Company aspires to make a sustainable impact to public health in India.

The Company has constituted a CSR 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.

A brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year are set out in Annexure II to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has Laid down a CSR Policy which is published on its website- https://www.pghealthindia.com/investors/.

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 site at Goa is a zero- manufacturing-waste-to-LandfiU 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 emissions across its operations. The Company will continue to strive in its efforts towards this ambition.

The Company continues to be compliant with the government's Extended Producer Responsibility guidelines on plastic packaging waste collection.

During the Financial Year 2024-25, the Company has undertaken several initiatives aimed at enhancing its environmental sustainability practices. These actions are aligned with P&G's group's goals for reducing its ecological footprint and promoting sustainable operations.

For a detailed report on Company's sustainability efforts, kindly refer to the Business Responsibility and Sustainability section appended as Annexure I 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.

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.

Technology absorption and adaptation is a continuous process. The products manufactured and sold by the Company are a result of the 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 believes in exploring the Latest technology from both within India and beyond to ensure the best quality product is made by the Company for our consumers. The Company has actively invested in advanced technologies that facilitate sustainable practices. This includes the adoption of energy-efficient equipments and processes, which not only reduce energy consumption but also enhance productivity.

Details of the expenditure on Research & Development (R&D) undertaken during the Financial Year:

(Rs In Lakhs)

Expenditure on R&D* 2024-25 2023-24
Capital - -
Recurring 261 386
Total 261 386
Total R&D expenditure as a percentage of total turnover 0.28% 0.36%

* The aforesaid R&D expense does not include people costs.

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:

( in Lakhs)

For the Financial Year ended March 31, 2025 For the Financial Year ended June 30, 2024
Foreign Exchange earnings 4,660 5,421
Foreign Exchange outgo 7,049 8,013

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions for the purposes of review and approval of related party transactions. The policy on related party transactions as approved by the Board of Directors is uploaded on the Company's website - https://www.pghealthindia.com/investors/.

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.

ALL related party transactions undertaken 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.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the Financial Year 2024-25.

PARTICULARS OF LOANS AND GUARANTEES GIVEN OR INVESTMENTS MADE

The Company has neither given any Loans or guarantees nor made any investments during the Financial Year 2024-25.

DISCLOSURE UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in Line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. The Company has ensured a wide dissemination of the Policy and has conducted various awareness program at all Locations of the Company. The Company has constituted requisite Internal Complaints Committees.

During the Financial Year, no complaints with allegations of Sexual Harassment were filed with the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the Financial year ended March 31, 2025, the applicable accounting standards have been

followed along with proper explanation relating to material departures

b. Appropriate accounting policies were selected and applied consistently. The judgments and estimates made 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 of the Company for that period

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act were taken safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

d. Annual accounts have been prepared on a going concern basis

e. Appropriate internal financial controls were Laid down during the year, which were adequate and were operating effectively and

f. Proper systems were devised to ensure compliance with the provisions of all applicable Laws, which 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, which can be accessed at https://www.pghealthindia.com/investors/.

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 the organization is well-prepared to meet future challenges.

India remains a criticaltalent source for the Company, and the Company has adapted its 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. The Company is committed to nurturing its talent and fostering diverse Leaders who will thrive in its ecosystem.

To craft a winning culture, it is vital to enroll and empower the organization right from Day 1 during their comprehensive corporate on-boarding program - GETiN. By enhancing it's DNA via Growth Mindset, the Company encourages the organization and its people to create a love of learning and resilience that is essential for achieving organizational and personal goals.

The number of employees as on March 31, 2025 was 1,326.

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, the 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 investorgrievance.im@ pg.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Suresh TaLwar, Chairman and Non-Executive Independent Director, and Ms. Rani Jadhav, NonExecutive Independent Director of the Company, ceased to be Directors on the Board of the Company effective March 31, 2025, pursuant to completion of their Board tenure. The Board places on record its appreciation for their contributions during their tenure of directorship on the Board of the Company.

The Board elected Mr. S. Madhavan, Non-Executive Independent Director as Chairperson of the Board effective April 1, 2025.

The Board of Directors, at its meeting held on February 12, 2025, on the recommendation of the Nomination & Remuneration Committee, have appointed Mr. Sharad Tyagi and Ms. Krishna Sarma, as Non-Executive Independent Directors of the Company effective April 1, 2025, for a period of five years. The Shareholders of the Company approved said appointments by resolutions passed via postal ballot & e-voting on April 10, 2025.

Ms. Seema Sambasivan, Non-Executive Director, retires by rotation and being eligible, offers herself for re-appointment at the ensuing 58th Annual General Meeting. Brief profile and details of the Directorships of Ms. Sambasivan, are contained in the Corporate Governance section of this Annual Report.

AH Independent Directors of the Company have given declarations to the Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the familiarization programmes and annual Board evaluation process for Directors have been provided under Corporate Governance section of the report.

During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD

Three (3) meetings of the Board were held during the nine months Financial Year 2024-25. For details of the meetings of the Board and its Committees, please refer to the Corporate Governance section of the 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://www.pghealthindia.com/ investors/#policies

INTERNAL AUDITOR

Mr. Arihant Jain was appointed as Internal Auditor of the Company for the Financial Year 2024-25.

STATUTORY AUDITORS

The Shareholders at the 55th Annual General Meeting (AGM) held on November 23, 2022 had approved the re-appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration No.: 103523W/W100048), as statutory auditors of the Company, to hold office from the conclusion of 55th AGM upto the conclusion of the 60th AGM.

The Report issued by the Statutory Auditors on the financial statements of the Company for the Financial Year ended March 31, 2025 is part of the Report. There have been no qualification, reservation or adverse remark given by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit had been carried out by Dholakia & Associates LLP, Company Secretaries, for the Financial Year ended March 31, 2025. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report has been appended as Annexure IV.

Further the Board at its meeting held on May 29, 2025, have approved appointment of Dholakia & Associates LLP, 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 58th Annual General Meeting of the Company.

SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed cost audit of the accounts to be maintained by the Company. M/s. Joshi Apte & Associates, Cost Accountants carried out the cost audit for the Financial Year 2024-25.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, reappointed M/s. Joshi Apte & Associates, as the Cost Auditors of the Company for the Financial Year 2025-26. The resolution for ratification of the proposed remuneration payable to M/s. Joshi Apte & Associates to audit the cost records of the Company for the Financial Year ending March 31, 2026, is being placed for the approval of the shareholders of the Company at the ensuing 58th Annual General Meeting of the Company.

MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

During the Financial Year under review, no regulator or court has passed any significant and/or material orders impacting the going concern status of the Company and its future operations.

ACKNOWLEDGEMENTS

The Board of Directors place on record its deep appreciation for the co-operation and support of the Government authorities, distributors, wholesalers, retailers, suppliers, clearing and forwarding agents, business associates, bankers, consumers, employees and Shareholders and Look forward to their continued support on the journey ahead.

On behalf of the Board of Directors
Mumbai S. Madhavan
May 29, 2025 Chairperson

   

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