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PROCTER & GAMBLE HEALTH LTD.

01 October 2026 | 03:56

Industry >> Pharmaceuticals

Select Another Company

ISIN No INE199A01012 BSE Code / NSE Code 500126 / PGHL Book Value (Rs.) 373.93 Face Value 10.00
Bookclosure 27/08/2026 52Week High 6975 EPS 196.94 P/E 27.22
Market Cap. 8897.27 Cr. 52Week Low 4707 P/BV / Div Yield (%) 14.33 / 3.82 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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