The Board of Directors are pleased to presentthe annual report consisting of highlights on thebusiness and operations of the Company, along withthe audited financial statements, for the FinancialYear ended March 31, 2026.
FINANCIAL YEAR
The Board of Directors of the Company, onJanuary 23, 2025, had approved the change inFinancial Year of the Company from “July 1 - June 30”period to “April 1 - March 31” period. The FinancialYear of the Company for period under review, viz.,2025-26, commenced on April 1, 2025, and ended onMarch 31, 2026.
FINANCIAL RESULTS
The Company’s financial performance for theFinancial Year ended March 31, 2026 as summarizedbelow:
Particulars
2025-26*
2024-25
Revenue from operations
3,100
2,235
Profit before tax
880
554
Profit after tax
654
418
Appropriations:
Opening balance inretained earnings
543
485
Other ComprehensiveIncome
5
(5)
Transfer from shareoption outstandingaccount
6
8
2025-26* |
Deemed EquityDistribution to UltimateHolding Company
(2)
(4)
Dividend paid in the year
(740)
(358)
Closing balance inretained earnings
467
Earnings per share
- Basic (?)
200.80
128.17
- Diluted (?)
*Previous Financial Year 2024-25 was a 9-month period fromJuly 1, 2024, to March 31, 2025, and hence not comparablewith current Financial Year 2025-26 (being 12-monthFinancial Year from April 1, 2025, to March 31, 2026).
DIVIDEND
During the Financial Year, the Board of Directors ofthe Company, at its meeting held on January 29,2026, declared an interim dividend of ' 180 perequity share (including one-time special dividend of' 60 per Equity Share), which was distributed to theshareholders on February 25, 2026.
The Board of Directors of the Company, at its meetingheld on May 27, 2026, have recommended a finaldividend of ' 60 per equity share, for the FinancialYear ended March 31, 2026. This final dividend issubject to approval of the Members at the ensuing42nd Annual General Meeting of the Company.
The aggregate dividend for the Financial Year endedMarch 31, 2026 (including the afore-mentionedinterim and final dividend), amounts to ' 240 perequity share.
For the Financial Year ended March 31, 2026, the Company reported sales of ' 3,100 Crores, driven by a robustportfolio, superior execution and a consistent pipeline of innovation to better serve consumer Profit after taxfor the fiscal was ' 654 Crores, driven by strong topline growth as well as deliberate productivity interventionsto fuel superiority across the portfolio.
The Company continued to deliver a strong performance, across top-line and bottom-line during the FinancialYear.
The Company continues to remain focused on Longterm value creation and to better serve consumers,customers, employees, society, and shareholders,through its integrated growth strategy, which consistsof five strategic and integrated choices:
• A focused product portfolio where performancedrives brand choice
• Irresistible superiority across product, package,brand communication, retail execution andvaLue, to deLight consumers
• Productivity improvement in aLL areas of ouroperations
• Leading constructive disruption of our industryacross aLL areas of the vaLue chain
• An empowered, agile and accountableorganization, enabLing us to better serveconsumers.
These strategic choices reinforce and buiLd on eachother. When these strategic choices are implementedeffectively, they grow markets while creatingbusiness, which in turn, grows Company’s share,sales, household penetration and profit. Importantly,this strategy is inherentLy dynamic, adapting to thechanging needs of stakeholders. This strategy isyieLding consistent resuLts for the Company, andtherefore remains the right way forward as theCompany steps into the new fiscal year.
GROOMING SEGMENT PERFOMANCE
Throughout the fiscal year, the Company consistentlydelighted Indian consumers and fuelled category
growth through a robust product portfolio, effectiveconsumer communication, and a steady stream ofinnovation in the Grooming category. Company’sdiverse range of offerings addresses variousconsumer needs, from traditional shaving, hassLe-free soLutions, to advanced styLing and groomingtools for comfortable shaving experience; and tothe femaLe grooming needs, ensuring we meet theunique requirements of every consumer.
The Company continues to offer a holistic groomingportfolio serving different consumer needs withits products - including Gillette Guard, the newlylaunched Guard 3-in-1, Gillette Mach3, Gillette Fusion,Gillette Labs, Gillette Venus and shaving foams &creams. This portfoLio heLped the Company servedifferent consumer preferences while strengtheningtrust buiLt over decades.
During the Financial Year, the Company’s Groomingbusiness deLivered strong growth and continued togrow market share, driven by a consumer-focusedstrategy of product superiority, engaging consumersacross touch points, and market-Leading innovation.
The Company continued to expand the reach ofGillette Guard during the year. The product offersa superior, cut-free shaving experience. Throughfocused communication and strong market execution,the Company drove user growth and increasedadoption, with millions of consumers choosing Guardfor their shaving needs.
To meet a rising consumer need, the Companylaunched Gillette Guard 3-in-1. With its unique 3pLatinum-coated bLades for a cLoser shave in fewerstrokes, a flexi-head with 40 degree pivot for smoothglide, superior rubber grip handle and an aqua geLlubrastrip for enhanced comfort, Gillette Guard3-in-1 delivers on its key promise - “Ek Stroke MeinSmooth Shave. Bina Kate, Bina Jale” (Smooth shavein one stroke, without nicks and cuts).
To address evolving consumer expectations, theCompany also strengthened the Mach3 range. Withthree anti-friction blades and facial adaptive design,Mach3 delivers a smooth and comfortable shavingexperience. These improvements helped enhanceconsumer satisfaction.
The Company also continued to evolve itscommunication strategy to better connect withconsumers. This included regionally relevantmessaging, digital-first campaigns, and partnershipswith voices that resonate strongly with audiencesThese efforts helped the brands engage consumersmore effectively.
Communication remained a key driver for the femalegrooming portfolio, Gillette Venus. Through variousconsumer insights, the Company identified that therestill exist myths, hesitations and perceived barrierswhen it comes to female shaving as the primary wayof hair removal. Hence, to break these myths, theCompany used relatable digital and social mediacommunication to educate consumers about thesmooth and hassle-free shaving experience offeredby Venus, while growing awareness and encouragingtrial through trusted and familiar voices.
Company’s Venus portfolio is quite robust, fromthe entry-level range of Simply Venus to one of thebestsellers - Venus Comfort Glide with built-insoap bars. Venus also offers products that caters tounique needs even within the segment, like VenusSnap - the on-the-go travel friendly razor; VenusBikini sensitive for intimate-area hair removal andVenus Swirl with a pivoting, rounded head that hugsbody curves and fits easily into hard-to-shave areas.
As a result of these initiatives across the groomingportfolio, the Company continues to be the marketleader in the Blades and Razors category during theFinancial Year.
ORAL CARE SEGMENT PERFORMANCE
Company’s Oral Care portfolio serves a diverserange of consumers and their unique needs, with anassortment of products - with its Power Oral Careline up as well as the Manual Oral Care range. Undereach line up, the Company caters a variety of targetedbenefits to offer a robust assortment to consumers.
During the year, Company’s Oral Care portfoliodelivered a robust performance, achieving stronggrowth in both top and bottom lines, reflectingbalanced expansion across all segments. This growthunderscores our commitment to enhancing consumeroral health through a diverse range of products.
A key driver of this success was our strategic focus onexpanding the penetration of electric toothbrushes.The growing adoption of our electric toothbrushesconfidently demonstrates that consumers areincreasingly prioritizing and investing in superior oralcare solutions that offer tangible value. Recognizingthe long-term benefits of early adoption, wesuccessfully launched kids' battery toothbrushesfeaturing popular characters like Iron Man andPrincess Moana. This initiative effectively introducednew users to the electric oral care category, laying afoundation for sustained engagement.
In the manual oral care segment, the Companydemocratized access to specialized solutions withbiggest ever launch in the sensitive toothbrushcategory. By introducing new line up of SensitiveCare toothbrushes, with softer bristles, the Companysignificantly broadened the availability of sensitivetoothbrushes, for people with sensitive gums, regularbrushing also leads to pain and bleeding, making itdifficult for them to maintain basic Oral hygiene. TheCompany heard its consumers’ need for a toothbrushwhich can be gentle on the gums and not onlylaunched the Sensitive Care range, but also workedtowards making it widely available across channelsand segments.
These innovations, coupled with dynamic go-to-market activations across e-commerce platforms andgeneral trade, along with compelling communicationstrategies, ensured we effectively connected withconsumers and met their evolving needs, contributingto our overall strong performance.
ECONOMIC OUTLOOK, RISKS & OPPORTUNITES
The International Monetary Fund's (IMF) July 2026World Economic Outlook projects global growth at 3%in 2026. Growth is expected to be 3.4% in 2027. Thisrepresents a V-shaped recovery pattern with a minorslowdown this year, balancing geo-political conflictshocks against artificial intelligence tech booms.
The IMF also projects that global headline inflationis expected to rise to 4.7% in 2026 up from 4.1% in2025, before declining to 3.9% in 2027.
India is expected to remain the world's fastestgrowing major economy, with growth projected at6.4% in 2026-27, driven by strong domestic demand.
While the Indian economy continues to grow strongeramidst global peers, one must, however, keep an eyeon the evolving global trade policies and commodityprices which will impact inflation and cost of goodsproduced.
Within the Indian Fast-Moving Consumer Goods(FMCG) industry, trends continue to evolve. Whilenon-food Inflation continues to stay below RBI’smedium-term target of 4%, consumer consumptiontrends are still shifting. While rural consumptioncontinues to be higher than the urban consumption,we are seeing a softening trend driven by uptick inthe inflation rates. Based on reports and economicanalysis as of early 2026, the FMCG sector is expectedto experience a stabilization phase, entering a periodof renewed optimism, with projections focusingon volume-led growth rather than price-drivenexpansion. Consumption trends remain supportive.Urban demand continues to anchor growth, aided bypremiumisation across categories.
In this environment, the Company continues tohold a cautiously optimistic outlook for the futureand is well positioned to sustain and improve itsperformance with its integrated growth strategy andserve the consumers with superior products.
Sources: IMF's World Economic Outlook report, July 2026;
FINANCIAL RATIOS & INDICATORS
The Company’s financial performance for theFinancial Year ended March 31, 2026, as comparedto the previous year ended March 31, 2025, issummarized below:
Ratios*
2025-26
%
Change#
Debtors’ turnover
7.98
6.84
17
ratio
Inventory turnoverratio
6.37
5.26
21
Current ratio
1.54
1.64
-6
Net capital turnoverratio
6.98
4.46
56
Trade payablesturnover ratio
1.82
1.50
Return on capitalemployed
0.85
0.50
71
Return oninvestment
9%
5%
94
Operating profitmargin
28%
25%
12
Net profit margin
21%
19%
13
Return on networth
66%
42%
59
# The numbers are not comparable as current year is a twelvemonth period vs. nine month period in the previous year.
*The Company did not have any borrowings during theFinancial Year, hence interest coverage ratio and debt equityratio are not applicable.
RISK MANAGEMENT
The Company has set up a Risk ManagementCommittee and has also adopted a risk managementpolicy. Adequate measures have been adoptedby the Company to anticipate, plan and mitigatethe spectrum of risks it faces. The Company’s riskmanagement process focuses on ensuring that theserisks are identified and addressed on a timely basis.The risks are identified by a consistent processacross functions, and the Company also strivesto link each risk with a mitigation step to ensurebusiness continuity. The risk report is reviewed atregular intervals, to ensure that risks are plannedfor mitigation, for the fact that not all risks can beeliminated.
As part of the business sustainability and governanceprocess, to ensure a robust risk managementsystem, in line with the applicable laws, theCompany follows a proactive risk managementpolicy, aimed at protecting its employees, assets andthe environment, while at the same time ensuringgrowth and continuity of its business. The Companyalso has adequate insurance coverage to protect thevalue of its assets. The Company has a very stringentsystem for assessment of distributors and vendorsbefore selection.
REGULATORY AND COMPLIANCE
The Company operates within the letter and spiritof all applicable laws. General compliance with legalrequirements is an important component of theCompany’s Worldwide Business Conduct Manual andthe same expects the following from its employees.
The Company has set in place the requisite mechanismfor meeting the compliance requirements, periodicmonitoring of compliance to avoid any deviations,and regular updates to keep pace with the regulatorychanges.
A number of training programs are conductedperiodically for employees with respect to variouscompliance related topics such as Global Anti¬Corruption Standards, Prevention of SexualHarassment at Workplace, Whistle-blowerMechanism, Conflict of Interest, Data Privacy, DataIntegrity, Anti-Trust compliance etc.
SECURITY
The Company has implemented comprehensivesecurity programs supported by latest technology
and trained manpower to protect employees andassets, at its office and plants. During the FinancialYear under review, no major security breaches orincidents occurred at your Company’s plant. Acomprehensive security risk assessment is carriedout regularly and adequate security measures areimplemented to cater to changing security scenario.The Company has installed the best of the securitymeasures and processes to protect its personneland assets.
INTERNAL CONTROLS & THEIR ADEQUACY
The Company continues to prioritize sustainablecontrol processes that are an integral part oforganization culture. It has built strong InternalControls Environment and Risk Assessment andManagement systems. These systems enable theCompany to comply with Internal Company policies,procedures, standard guidelines, and local laws tohelp protect Company’s assets and confidentialinformation including personal identifiableinformation against financial losses and unauthorizeduse. The robust controls environment at the Companyis efficiently managed and monitored through belowmeasures:
• Controls Self-Assessments
CSAs are performed during the year acrossbusiness processes. The purpose of thisthorough exercise is to review and evaluateprocess compliances against standard controlobjective, activities, and attributes. This enablesthe Company to proactively identify controlweaknesses and initiate actions to sustainablymitigate them. Along with CSAs, the Companyalso has a process of continuous monitoringcontrols in manufacturing processes via aninternally developed toolkit that tracks controlactivities and assesses effectiveness of controlswith the process owners by selecting autosamples for packing, planning, warehousing, etc.Samples are auto picked up every quarter forthe respective areas in the toolkit and tested.Defects, if any, are reviewed by the management.This ensures ongoing monitoring of controls foroperational areas.
• Governance and Global Internal Audit (GIA)
There are internal control experts in theorganization guiding business teams on day-to¬day compliance requirements. They also ensurethat all key processes, i.e. selling, distribution,
trade & marketing expenses, vendor payments,etc. are reviewed and assessed at appropriateintervals via CSAs, standard operating proceduresand process reviews or audits as applicable.As part of their ongoing monitoring process, ifthere are issues identified, those are reportedto senior management for implementing actionplans to strengthen control environment in theseprocesses. The assessments of high-risk andSOX compliance areas are done by Company’sGlobal Internal Audit (GIA) team. GIA comprisesof certified internal auditors who have experienceacross different markets and have independentcenters of excellence. Issues raised by internalaudit teams are tagged to business owners andissue remediation is then reviewed and reportedappropriately to the senior leadership.
• Governance Board
The Governance Board is led by the ManagingDirector and comprises of Chief FinancialOfficer, Chief Human Resource Officer, SupplyChain Leader, Purchasing & Sustainability Leader,and General Counsel. The Governance Boardassesses, and reviews enterprise level risksand works with process owners and functionalmanagers to ensure that corrective action istaken, and risk is mitigated as appropriate.
BUSINESS RESPONSIBILITY, ENVIRONMENTALSUSTAINABILITY AND CONSERVATION OF ENERGY
The Company believes that its efforts inenvironmental sustainability are important to createsuperior propositions for consumers, customers,and shareholders, while improving its environmentalimpact. The Company continuously seeks to reducethe footprint of its operations and to enableconsumers to reduce their footprint, when they useCompany’s products.
The Company contributes to the P&G group’s ambitionto reduce Green House Gas (GHG) emissions acrossits operations. The Company will continue to strive inits efforts towards this ambition.
The Company aims to reduce plastic packagingwaste and to design the product packaging to berecyclable or reusable; and to reduce the use ofvirgin petroleum plastic resin in consumer packaging.The Company continues to be compliant with theExtended Producer Responsibility guidelines onplastic packaging waste collection.
The Company also aims to play its part in protectingthe water resources and addressing the keychallenges impacting its operations and the localcommunities where it operates in.
A separate report on Business Responsibility &Sustainability has been appended as Annexure I tothis Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company's flagship Corporate SocialResponsibility program - P&G Shiksha is a holisticprogram that focuses on improving learning outcomesfor children from underserved communities acrossthe country.
P&G Shiksha has streamlined its efforts to focus onimproving learning outcomes, enabling every childto learn with conceptual understanding and realizetheir aspirations. P&G Shiksha uniquely remainssingle-mindedly focused on education, creating adeep and lasting impact.
The Company has constituted a Corporate SocialResponsibility Committee. The composition and termsof reference of the Corporate Social ResponsibilityCommittee are provided in the Corporate GovernanceReport annexed to this Annual Report.
Report on Corporate Social Responsibility activitiesas required under the Companies (Corporate SocialResponsibility Policy) Rules, 2014 has been appendedas Annexure II to this Report.
TECHNOLOGY ABSORPTION AND RESEARCH &DEVELOPMENT
The Company has the advantage of availing advancedtechnology and continuous upgradation thereoffrom The Procter & Gamble Company, USA and itssubsidiaries. This is an unmatched competitiveadvantage that helps the Company deliver strongbusiness results.
As the Company avails benefits of research anddevelopment of The Procter & Gamble Company, USAand its subsidiaries across the globe, the Companyhas not incurred any expenditure on research anddevelopment during the Financial Year. Technologyabsorption and adaptation is a continuous process.The products manufactured and sold by the Companyare a result of such imported technology received onan ongoing basis. Initiatives are constantly undertakenfor innovation of products, new product development,improvement of packaging, enhancement of productquality and application of best information technologyto automate, simplify and generate efficiencies invarious business processes.
The Company having ongoing access to cutting-edge technology, derives benefits such as productdevelopment, consistent superior product quality,process efficiencies, cost effectiveness and energyefficiency.
FOREIGN EXCHANGE EARNINGS & OUTGO
The details of foreign exchange earnings and outgoas required under Section 134 of the CompaniesAct, 2013 and Rule 8(3) of the Companies (Accounts)Rules, 2014 are mentioned below:
For the yearendedMarch 31, 2026
For the yearendedMarch 31, 2025
Foreign Exchangeearnings
74.54
117.56
Foreign Exchangeoutgo
718.06
555.83
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on related partytransactions which is also available on Company’swebsite at https://in.pg.com/india-governance-and-policies/gil/terms-and-policies/. This policydeals with the review and approval of related partytransactions in accordance with the Companies Act,2013 and SEBI (LODR) Regulations. All related partytransactions are placed before the Audit Committeefor review and approval. Prior omnibus approval isobtained for related party transactions which are ofrepetitive nature and entered in the ordinary courseof business and at arm’s length. All related partytransactions are subjected to independent review byChartered Accountant firm to confirm compliancewith the requirements under the CompaniesAct, 2013 and the Securities and Exchange Boardof India (Listing Obligations and DisclosureRequirements) Regulations, 2015 and takes intoaccount the OECD guidelines.
All related party transactions entered during theFinancial Year were in ordinary course of the businessand on arm’s length basis. Accordingly, the disclosure
of related party transactions as required underSection 134(3)(h) of the Companies Act, 2013 in FormAOC-2 is not applicable to the Company.
Details of material related party transaction enteredinto during the Financial Year 2025-26 are givenbelow:
Name of Related Party
Procter & GambleInternational OperationsS.A.
Nature of transaction
Import of Finished goods
Amount of transactionduring Financial Year2025-26
? 389 Crores
The above transaction was approved by theShareholders by passing an Ordinary Resolutionthrough Postal Ballot on January 8, 2018. Beingrelated parties, the Promoter shareholders hadabstained from voting on the said resolution.
LOANS AND GUARANTEES GIVEN AND INVESTMENTSMADE
The Company has not given any loans, guarantees ormade any investments during the Financial Year.
PUBLIC DEPOSITS
The Company has not accepted any Public Depositsunder Chapter V of the Companies Act, 2013, duringthe Financial Year.
PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE
As per the requirements of the Sexual Harassmentof Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 (“the Prevention of SexualHarassment Act”), the Company has formulateda Policy on Prevention of Sexual Harassment atWorkplace for prevention, prohibition and redressalof sexual harassment at workplace and has dulyconstituted Internal Complaints Committeesfor redressal of any such complaints received.The Company is committed to providing a safework environment. During the Financial Year, twocomplaints with allegation of sexual harassmentwere filed with the Company, which were resolvedduring the year. No Complaints were pending formore than 90 days from date of filing.
DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirement under Sections 134(3)
(c) of the Companies Act, 2013, with respect to theDirectors’ Responsibilities Statement, it is herebyconfirmed:
i. that in the preparation of the Annual Accountsfor the Financial Year ended March 31, 2026,the applicable accounting standards had beenfollowed along with proper explanation relatingto material departures.
ii. that the Directors had selected such accountingpolicies and applied them consistently and madejudgments and estimates that were reasonableand prudent so as to give a true and fair viewof the state of affairs of the Company at theend of the Financial Year and of the profit of theCompany for the Financial Year under review
iii. that the Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013, for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities
iv. that the Directors had prepared the accounts forthe Financial Year ended March 31, 2026, on a“going concern” basis
v. that the Directors had laid down internalfinancial controls to be followed by the Companyand such internal financial controls are adequateand were operating effectively
vi. that the Directors had devised proper systemsto ensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.
CORPORATE GOVERNANCE
A separate report on Corporate Governance alongwith the Auditors’ Certificate on its compliance isannexed to this Report.
ANNUAL RETURN
The Annual Return for the Financial Year 2025-26, asrequired under Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies (Management andAdministration) Rules, 2014 is available on the websiteof the Company at https://in.pg.com/india-investors/gil/reports-announcements/announcements/.
HUMAN RESOURCES
Our company continues to focus on creating anappealing employer brand, attracting talent that
aligns with our company's values, and nurturingthat talent for future success. We have developedcomprehensive human resource strategies, keepingemployees at the center of everything we do, andto ensure that our organization is well-prepared tomeet future challenges.
India remains a critical talent source for us, and wehave adapted our campus initiatives to proactivelyaddress the ever-evolving talent cohorts. We havelaunched innovative campus programs and revampedexisting ones to continue to attract the best talent. Ourinternships, onboarding, and learning & developmentprograms continue to receive recognition in variouscampus surveys. We are committed to nurturing ourtalent and fostering diverse leaders who will thrive inour ecosystem.
To foster a winning culture, it is crucial to engage andempower employees right from their comprehensivecorporate onboarding program, known as GETiN.By instilling a growth mindset within our companyDNA, we encourage a love for learning and resilience,which are vital for achieving both organizational andpersonal goals.
Through our Equality & Inclusion chassis and ourholistic wellbeing program - Be at My Best, weencourage our employees to bring their authenticselves to work. We strongly believe in co-creatingcareers with our employees, allowing them tocollaborate with the business and achieve fulfillingcareers with us. Our performance managementsystem evaluates employees based on their impactand growth, not solely on their business results.
P&G India has been consistently recognized as anemployer of choice. For the ninth consecutive year,AVTAR has acknowledged us as one of the top 100companies for women in India. We have also receivedaccolades such as the Buddies of Wellness by PeopleMatters (2025), and Silver Employer for progress onLGBTQ inclusion at the Workplace by the IndiaWorkplace Equality Index (2025), among others
The number of employees as on March 31, 2026 was480.
The Company is compliant with the Maternity BenefitAct, 1961.
The statement of Disclosure of Remuneration underSection 197 of the Companies Act, 2013 and Rule 5(1)of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 is appended asAnnexure III to this Report.
As per the provisions of first proviso to Section 136 (1)of the Companies Act, 2013, this Report and FinancialStatements are being sent to the Members of theCompany excluding the statement of particularsof employees under Rule 5 (2) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014. Any Member interested inobtaining a copy of the said statement may write tothe Company Secretary at investorgil.im@pg.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Srinivas Maruthi Patnam, Executive Directorceased to be Director on the Board effectiveOctober 30, 2025. The Board of Directors of theCompany express their deepest gratitude to him forhis contributions to the Board during his tenure asDirector on the Board of the Company.
Ms. Rohini Venkateswaran was appointed as aWhole-time Director on the Board effective October31, 2025. Further, the Shareholders of the Companyapproved such appointment through Postal Ballot onJanuary 10, 2026.
Mr. C. P. Gurnani ceased to be Non-ExecutiveIndependent Director on the Board with effectfrom January 6, 2026. The Board of Directors of theCompany express their deepest gratitude to him forhis contributions to the Board during his tenure asDirector on the Board of the Company.
Ms. Srividya Srinivasan ceased to hold office asExecutive Director and Chief Financial Officer of theCompany with effect from June 30, 2026. The Boardapproved appointment of Mr. Ashwath Rao as theChief Financial Officer of the Company with effectfrom July 1, 2026.
Mr. Ghanashyam Hegde was appointed as a Non¬Executive Director of the Company with effect fromJuly 1, 2026.
Mr. Krishnamurthy Iyer was appointed as a Non¬Executive Independent Director of the Company for aterm of five consecutive years with effect from June1, 2026.
Further, Ms. Rohini Venkateswaran has ceased to beWhole-time Director of the Company effective July31, 2026.
Mr. Robin Thadathil was appointed as a Whole-timeDirector of the Company for a term of five years witheffect from August 1, 2026.
Mr. Pramod Agarwal, Non-Executive Director, retiringby rotation and being eligible, offers himself forre-appointment. Appropriate resolution for saidre-appointment is being proposed at the ensuing42nd Annual General Meeting of the Company.
All Independent Directors of the Company haveprovided declarations to the Company stating thatthey meet the criteria of independence as mentionedunder Section 149 (6) of the Companies Act, 2013 (“theAct”) and the Securities and Exchange Board of India(Listing Obligations and Disclosures Requirements)Regulations, 2015 [“SEBI (LODR) Regulations”].
The Board is of the opinion that all the IndependentDirectors of the Company possess integrity, haverelevant expertise and experience and fulfil theconditions specified under the Act and the SEBI(LODR) Regulations. The details of the familiarizationprogrammes and annual board evaluation process forDirectors have been provided under the CorporateGovernance section of the Report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORSFour (4) meetings of the Board of Directors of theCompany were held during the Financial Year. Forfurther details on meetings of the Board of Directorsand its Committees, please refer to the CorporateGovernance section of this Report.
POLICIES
The Company has adopted various policies includingpolicies on related party transactions, corporatesocial responsibility, vigil mechanism, nominationand remuneration, materiality of events and dividenddistribution which are available on the website ofthe Company at https://in.pg.com/india-governance-and-policies/gil/terms-and-policies/.
AUDITORSINTERNAL AUDITOR
During the Financial Year, the Board of Directors hadappointed Ms. Pooja Bhutra, Chartered Accountant asthe Internal Auditor of the Company for the FinancialYear 2025-26.
STATUTORY AUDITORS
At the Annual General Meeting held on November18, 2022, Kalyaniwalla & Mistry LLP, CharteredAccountants, were appointed as Statutory Auditorsof the Company for a second term of five years,i.e., from the conclusion of the 38th Annual GeneralMeeting until the conclusion of the 43rd AnnualGeneral Meeting.
The Report issued by KalyaniwaUa & Mistry LLP,Statutory Auditors on the financial statements of theCompany for the Financial Year ended March 31, 2026forms part of the Annual Report. There has been noqualification, reservation or adverse remark given bythe Auditors in their Report.
SECRETARIAL AUDIT
Secretarial Audit was carried out by M/s. Saraf &Associates, Practicing Company Secretaries for theFinancial Year 2025-26. There were no qualifications,reservations or adverse remarks given by SecretarialAuditors of the Company. The Secretarial Audit reportis annexed to this Annual Report.
Further the members of the Company at AnnualGeneral Meeting held on September 2, 2025, haveapproved the appointment of MK Saraf & AssociatesLLP, Practicing Company Secretaries, as secretarialauditors of the Company for a term of five consecutivefinancial years from April 1, 2025.
SECRETARIAL STANDARDS
During the Financial Year, the Company has compliedwith mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.
ACKNOWLEDGEMENTS
The Board of Directors place on record its deepappreciation for the co-operation and support ofthe Company’s employees, distributors, wholesalers,retailers, suppliers, clearing and forwarding agents,business associates, government authorities,bankers, consumers, employees and Shareholdersand look forward to their continued support on thejourney ahead.
On behalf of the Board of DirectorsAnjuly Chib DuggalChairperson
Date: July 31, 2026Place: Mumbai