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Procter & Gamble Health Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 9258.31 Cr. P/BV 14.92 Book Value (Rs.) 373.85
52 Week High/Low (Rs.) 6739/4904 FV/ML 10/1 P/E(X) 39.50
Bookclosure 22/08/2025 EPS (Rs.) 141.22 Div Yield (%) 2.24
Year End :2025-03 

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:

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) (?)

141

133

Basic and Diluted

(after exceptional items) (?)

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 the
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 of? 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

riMAMriAl DATinC ft. IMnirATOPQ

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.

For the Financial Year ending March 31, 2025, the
Company recorded sales of? 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

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.

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.

r

| To uphold our Purpose, Values, and Principles in our work and in the business decision we make

— \___

(

^ A

| To do the right thing at all times

^1,

To follow standards set forth in the WBCM and the law at all times

(

.

To know and fully comply with the laws, regulations, and company policies that apply to
the employees’ work

To be alert to any situations or actions that may violate the law, the WBCM or Company policies,
and to report them appropriately

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:

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:

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, Non¬
Executive 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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