The Board of Directors are pleased to present the annual report consisting of highlights on the business and operations of the Company, along with the audited financial statements, for the Financial Year ended March 31, 2026.
FINANCIAL YEAR
The Board of Directors of the Company, on January 23, 2025, had approved the change in Financial Year of the Company from “July 1 - June 30” period to “April 1 - March 31” period. The Financial Year of the Company for period under review, viz., 2025-26, commenced on April 1, 2025, and ended on March 31, 2026.
FINANCIAL HIGHLIGHTS
The Company’s financial performance for the Financial Year ended March 31, 2026 and the previous Financial Year is summarized below:
|
Particulars
|
Financial Year
|
|
2025-26*
|
2024-25*
|
|
Revenue from operations
|
1407.97
|
934.17
|
|
Sale of products
|
1385.12
|
918.09
|
|
Profit before tax
|
449.86
|
311.62
|
|
Profit after tax Appropriations:
|
326.91
|
234.41
|
|
Opening balance in retained earnings
|
159.93
|
157.57
|
|
Other comprehensive income
|
(0.28)
|
(2.62)
|
|
Dividend paid in the year
|
(340.28)
|
(232.40)
|
|
Closing balance in retained earnings
Earnings per share
|
147.31
|
159.93
|
|
- Basic (')
|
197
|
141
|
|
- Diluted (')
|
197
|
141
|
*Financial Year 2024-25 was a 9-month period from July 1, 2024, to March 31, 2025, and hence not comparable with current Financial Year 2025-26 (being 12-months Financial Year from April 1, 2025, to March 31, 2026).
DIVIDEND
During the Financial Year, the Board of Directors of the Company at its meeting held on February 6, 2026, declared an interim dividend of '160 per share (including one-time special dividend of '50) per equity share, which was paid to the eligible members of the Company on February 27, 2026.
The Board of Directors of the Company, at its meeting held on May 26, 2026, have recommended a final dividend of ' 45 per equity share, for the Financial Year ended March 31, 2026. This final dividend is subject to approval of the Members at the ensuing 59th Annual General Meeting of the Company.
The aggregate dividend for the Financial Year ended March 31, 2026 (including the above-mentioned interim and final dividend) amounts to '205 per equity share.
MANAGEMENT DISCUSSION & ANALYSIS ECONOMIC OUTLOOK, RISKS AND OPPORTUNITIES
The International Monetary Fund's (IMF) July 2026 World Economic Outlook projects global growth at 3% in 2026. Growth is expected to be 3.4% in 2027. This represents a V-shaped recovery pattern with a minor slowdown this year, balancing geo-political conflict shocks against artificial intelligence tech booms. The IMF also projects that global headline inflation is expected to rise to 4.7% in 2026 up from 4.1% in 2025, before declining to 3.9% in 2027.
India is expected to remain the world's fastest growing major economy, with growth projected at 6.4% in 2026-27, driven by strong domestic demand. While the Indian economy continues to grow stronger amidst global peers, one must, however, keep an eye on the evolving global trade policies and commodity prices which will impact inflation and cost of goods produced.
In this macro context, the consumer health industry is well-positioned for sustained growth momentum driven by increasing health awareness, and a shift towards proactive preventive care. The nutraceutical and vitamins segment is witnessing double-digit growth, with the India nutraceutical market projected to grow at ~10-11% CAGR.
The combination of favorable demographics, digital distribution, and a shift toward preventive and personalized nutrition positions the consumer health and vitamin segment as a structurally attractive, high-growth opportunity within India’s broader economic expansion.
Source: IMF World Economic Outlook, July 2026
FINANCIAL RATIOS*
The Company’s financial ratios for the Financial Year ended March 31, 2026, as compared to the previous year ended March 31, 2025, is summarized below:
|
Particulars
|
Financial Year
|
%
|
|
2025-26
|
2024-25
|
Change"
|
|
Trade receivables turnover
|
9.09
|
8.10
|
12
|
|
Trade payables turnover
|
2.16
|
1.46
|
47
|
|
Inventory turnover
|
11.45
|
8.55
|
34
|
|
Return on investment
|
0.11
|
0.06
|
83
|
|
Net capital turnover
|
4.67
|
3.00
|
56
|
|
Return on Capital Employed
|
0.77
|
0.54
|
42
|
|
Current ratio
|
2.18
|
2.44
|
-11
|
|
Particulars
|
Financial Year
|
%
Change"
|
|
2025-26
|
2024-25
|
|
Operating profit margin
|
31.56
|
32.99
|
4
|
|
(%)
|
|
|
|
|
Net profit margin (%)
|
23.00
|
25.00
|
-7
|
|
Return on Net worth (%)
|
125.00
|
87.00
|
43
|
*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 twelve month period vs. nine month period in the previous year.
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’s portfolio comprises of well-established brands in India, including Neurobion, Evion, Polybion, Livogen, Nasivion, and Seven Seas, that have helped generations of consumers live healthier and more vibrant lives, by providing wide range of solutions in various categories including Vitamin B, Vitamin E, Vitamin B Complex, Iron, Nasal Care and Omega-3.
For the Financial Year ended March 31, 2026, the company recorded sales of ?1385 Crores and a profit after tax of '327 crores, which was up 30% versus the comparable period last year. The Company delivered a strong year with consistent top-line and bottom¬ line growth. The Company continued to invest across the value chain to address the evolving needs of its consumers and patients, patients, and healthcare professionals.
The Company continues to remain focused on long-term value creation and to better serve all its stakeholders: consumers, customers, employees, society, and its shareholders, through Company’s 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 our 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.
We continue to invest in creating superior propositions for our consumers & patients, as well as partners including HCPs, chemists and distributors along with relevant innovation, powerful brand campaigns across every touchpoint. We also continue to improve in-market execution across all channels and platforms. We remain confident that the best path forward is to double-down on this strategy that has enabled strong results over the last five years, and which is the foundation for balanced growth and value creation.
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 overall Quality of Life. During the year, the Company continued its focus on increasing consumer and patient awareness about health and wellness through superior communication initiatives across multiple touchpoints.
The Company delivered strong performance this year, outpacing the category. The Company’s core fundamentals strengthened across the portfolio driven by enhanced engagements with healthcare professionals and consumers. This translated into improved prescription shares, market shares, and heightened consumer awareness for Company’s brands.
Company’s innovation pipeline is born out of an endeavor to continuously invest in creating superior propositions, leveraging insights from consumers & patients, and healthcare professionals to develop new formulations and innovations within its portfolio. During the year, a key highlight was the successful launch of three innovative products - Livogen Gummies, Neurobion Pain Relief Cream, and Evion L5000 - which further strengthened Company’s consumer-focused portfolio and contributed to robust business performance.
Key highlights on brands of the Company:
Neurobion, Company’s Vitamin-B offering, has been a trusted partner for Nerve Health for crores of consumers and patients across India. Neurobion, recorded a strong growth, supported by the continued success of the “Sabse Bada B” campaign with iconic Bollywood figure Mr. Amitabh Bachchan, supporting the flagship product Neurobion Forte. Concurrently, the Company specialized B-vitamin formulations, Neurobion Alfa D and Neurobion Injections, also delivered a strong growth, underscoring the efficacy of our targeted communication strategies with HCPs.
Crores of adults in India experience symptoms associated with nerve related discomfort like nerve pain, tingling or burning in the hands and feet, which can impact everyday activities such as walking, holding objects, or even resting at night. To address these issues, the Company, launched first-of-its- kind - Nerve Pain Relief Cream, a topical solution, that offers effective symptomatic relief from nerve
pain symptoms, aiming to address this unmet need through its superior formulation.
Iron plays a crucial role in strengthening the blood health, maintaining healthy hair, nails and energy levels. ‘Livogen’, has over 50 years of heritage and expertise in blood health and has been empowering millions of Indian women silently battling iron deficiency- anemia. Livogen achieved its third consecutive year of strong growth, driven by the continued success of the "Baraah (12) ka Naara" campaign which advocates maintaining healthy hemoglobin levels of 12 or above). This ongoing initiative, executed in collaboration with FOGSI (Federation of Obstetric and Gynecological Societies of India) was supported by evidence-based communication, science-backed doctor demonstrations, and widespread anaemia diagnostic camps and screenings with HCPs.
Further, this year marked launch of Livogen Iron Gummies, a tasty, easy to consume iron supplement in a gummy format designed to support everyday iron intake. The strawberry flavored Livogen Iron Gummies offer consumers and patients a delightful intake of
iron supplementation. Thereby, providing them with their daily iron boost and helping them overcome tiredness and hair fall, all while being gentle on the stomach. Livogen Iron Gummies achieved the highest category share on Amazon and ranked number 1 on the popular e-commerce platform in the Iron Gummies category, demonstrating strong consumer adoption of new, easy-to-consume format, in a context where consumers are looking for alternatives to traditional supplementation formats.
Evion delivered a robust growth, primarily driven by strategic transition of flagship Evion 400 from a prescription-only product (Rx) to Over the Counter (OTC) offering. This strategic shift was supported by augmented marketing efforts across consumer, trade, and retail activation channels.
Moreover, the Company expanded its portfolio into the emerging fatty liver health segment with the successful Launch of Evion L-5000, a formula designed with 3-in1 benefits to support overall liver health, which includes Hepatoprotection, Lipid metabolism and antioxidant action.
Polybion, Company’s Vitamin-B Complex solution, faced a challenging year due to slowdown in the B-complex category. Nevertheless, the Company continued to invest in superior HCP engagement programmes and in-clinic activation initiatives aimed at supporting category growth and strengthening brand equity.
Company’s Nasal Care brand - Nasivion, caters to consumers and patients across the age spectrum with specific variants, like, Nasivion Pediatric caters to children, Nasivion Mini caters to Babies and Nasivion Classic caters to Adults. During the year, Nasivion delivered a robust growth and outperformed the category, supported by enhanced awareness among healthcare professionals regarding the benefits of nasal decongestants and the brand’s therapeutic efficacy.
Success in the healthcare industry requires agility, innovation and a willingness to embrace 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 our stakeholders. The Company’s commitment towards superiority extends to retail execution, where we are developing models, tools and capabilities to excel in both physical and digital environments. The Company works closely with distributors and channel partners to ensure product availability while strengthening their selling capabilities and market reach.
Across its portfolio, Company remains deeply committed to understanding consumer needs and integrating these insights into product development, packaging, brand messaging, education and retail execution to create value. By continuously identifying opportunities for innovation and growth, the Company seeks to create meaningful value for consumers, healthcare professionals, business partners and all other stakeholders.
RISK MANAGEMENT
The Company prioritizes internal controls as a fundamental aspect of its organizational culture, while ensuring compliance with internal policies and applicable local laws.
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, cyber security, supply challenges from third party contract manufacturers, legal and regulatory etc. To address these risks, the Company has devised a comprehensive operational contingency plan. 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.
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 in a highly regulated environment and is subject to a broad range of laws and regulations. These include, among others, pricing regulations, food and drug administration requirements, food safety laws and standards, government approvals, and industry-specific codes governing interactions with healthcare professionals (HCPs). The Company is committed to conducting its business in compliance with both the letter and the spirit of all applicable laws, regulations and internal policies.
Given the evolving regulatory landscape, timely identification and implementation of legislative and regulatory changes remain critical. The Company has established robust compliance mechanisms, including periodic compliance monitoring, regular policy reviews, and structured processes to ensure adherence to applicable legal and regulatory requirements while proactively addressing regulatory developments.
The Company has also implemented comprehensive compliance programmes, supported by qualified internal teams and external experts to guide the
business in meeting its legal and regulatory obligations. Compliance forms an integral part of the Company’s Worldwide Business Conduct Manual, which sets out the expected standards of ethical and compliant conduct for all employees, as below:
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, 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 brand operations, vendor payments, and plant operations. Findings from these audits are communicated to senior management, who then develop action plans to enhance the internal controls 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, consists of key executives such as the Managing Director, Chief Financial Officer, Chief Human Resource Officer, Supply Chain Leader, Legal Counsel, and Sales Leaders, plays a crucial role in enterprise-level risk management. This 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 Purpose, Values, and Principles (PVP). 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 controls environment that promotes operational integrity, compliance, and overall organizational resilience.
CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of corporate governance, guided by its integrated Purpose, Values and Principles, towards all stakeholders. Its governance framework promotes integrity, transparency, fairness, and responsible decision-making, with the objective of creating sustainable long-term value for shareholders while ensuring compliance with applicable laws and regulations. A separate Report on Corporate Governance, together with the Auditors' Certificate confirming compliance with the applicable governance requirements, forms part of this Annual Report.
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 formed 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/.
BUSINESS RESPONSIBILITY, ENVIRONMENTAL SUSTAINABILITY AND CONSERVATION OF ENERGY
Environmental sustainability is integrated into Company’s business strategy. The Company is focused on designing and manufacturing irresistibly superior products that are more sustainable. The Company believes that its efforts in environmental sustainability are important to create superior propositions for consumers, patients, and shareholders, while improving its environmental impact.
The Company strives to reduce its environmental footprint, while driving market growth and value creation. The Company’s plant site at Goa is 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 emissions across its operations. The Company continues to be compliant with the government’s Extended Producer Responsibility guidelines on plastic packaging waste collection.
For a detailed report on Company's sustainability efforts, kindly refer to the business responsibility and sustainability report (BRSR) 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.
Details of the expenditure on Research & Development (R&D) undertaken during the Financial Year:
|
Expenditure on R&D*
|
For the Financial Year ended March 31, 2026
|
For the nine-months period ended March 31, 2025
|
|
Capital
|
-
|
-
|
|
Recurring
|
736
|
261
|
|
Total
|
736
|
261
|
|
Total R&D expenditure as a percentage of total turnover
|
0.53%
|
0.28%
|
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:
| |
For the Financial
|
For the nine-
|
| |
Year ended
|
months period
|
| |
March 31, 2026
|
ended March 31,
|
| |
|
2025
|
|
Foreign Exchange earnings
|
13,900
|
4,660
|
|
Foreign Exchange outgo
|
14,059
|
7,049
|
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on related party transactions for the purposes of review and approval of such transactions. The policy on related party transactions as approved by the Board 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 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.
PUBLIC DEPOSITS
The Company has not accepted any public deposits during the Financial Year 2025-26.
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 2025-26.
DISCLOSURE AS PER 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 Internal Complaints Committees.
During the Financial Year, four complaints with allegations of Sexual Harassment were filed with the Company. The said complaints were addressed during the Financial Year, and one complaint was pending for resolution as on March 31, 2026. None of these complaints were pending for more than 90 days for resolution.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, the Board of Directors confirm:
a. That in the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. That the Directors had selected appropriate accounting policies and applied consistently and 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. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the Directors have prepared annual accounts on a going concern basis;
e. That the Directors had laid down appropriate internal financial controls and that such internal financial controls were adequate and were operating effectively; and
f. 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.
ANNUAL RETURN
The annual return for the Financial Year 2025-26 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 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.
To craft a winning culture, it is vital that we enroll and empower the organization right from Day 1 during their comprehensive corporate on-boarding program - GETiN. By enhancing our company DNA via Growth Mindset, we also encourage our organization 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, 2026 was 1,276. 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
The Board of Directors, at its meeting held on February 12, 2025, on the recommendation of the Nomination & Remuneration Committee, 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 through resolutions passed via postal ballot & e-voting on April 10, 2025.
The Board elected Mr. S. Madhavan, Non-Executive Independent Director as Chairperson of the Board, effective April 1, 2025.
Mr. Lokesh Chandak resigned as Executive Director and Chief Financial Officer of the Company effective September 30, 2025.
On recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on September 16, 2025, appointed Mr. Shashank Srowthy, as Executive Director and Chief Financial Officer of the Company effective October 1, 2025, for a period of five years. The Shareholders of the Company approved said appointment by resolution passed via postal ballot & e-voting on November 17, 2025.
Mr. Aalok Agrawal, Non-Executive Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing 59th Annual General Meeting. Brief profile and details of the Directorships of Mr. Agrawal, are contained in the Corporate Governance section of this Annual Report.
All 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
Five (5) meetings of the Board were held during the Financial Year 2025-26. 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
AUDITORS INTERNAL AUDITOR
Mr. Arihant Jain was appointed as Internal Auditor of the Company for the Financial Year 2025-26, who stepped down effective July 31, 2025. Ms. Pooja Bhutra was appointed as Internal Auditor effective August 1, 2025 for the remaining period of the Financial Year ended March 31, 2026.
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, 2026, is part of the Report. There have been no qualification, reservation or adverse remark given by the Auditors in their Report.
SECRETARIAL AUDITORS
The Shareholders at the 58th Annual General Meeting (AGM) held on August 28, 2025, had approved appointment of Dholakia & Associates LLP, Company Secretaries, as secretarial auditors of the Company, to hold office for a term of five years from April 1, 2025 to March 31, 2030.
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 for the Financial Year ended March 31, 2026. 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.
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 2025-26.
The Board of Directors of the Company, on the recommendation made by the Audit Committee, re-appointed M/s. Joshi Apte & Associates, as the Cost Auditors of the Company for the financial year 2026-27. 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, 2027, will be placed for the approval of the shareholders of the Company at the ensuing 59th 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.
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.
ACKNOWLEDGEMENT
The Board of Directors place on record its deep appreciation for the co-operation and support of the Government authorities, distributors, wholesalers, retailers, suppliers, business associates, bankers, consumers, employees and shareholders and look forward to their continued support on the journey ahead.
On behalf of the Board of DirectorsMumbai S. Madhavan
May 26, 2026 Chairman
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