Dear Shareholders,
It gives me great pleasure to present to you the performance of the
Company along with audited financial statements for the financial year ended March 31,
2026. This report covers the financial results and other developments during the financial
year from April 1, 2025 to March 31, 2026, in compliance with the applicable provisions of
the Companies Act, 2013, ("the Act") and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").
1. Oper ational Review
FY 26 was a year that tested our resilience sharpened our resolve. We
navigated a complex and at times volatile operating environment – marked by an
unusually weak summer season, the landmark GST 2.0 reform in the second quarter and
ongoing geopolitical headwinds in key international markets – while simultaneously
making meaningful strategic investments to strengthen our portfolio for the long term.
Despite these external pressures on our reported numbers, we exited FY26 with our core
business momentum firmly intact and our competitivepositioningmeaningfullystrengthened.
FY26 began with persistent urban discretionary pressure and early signs
of rural recovery. The monsoon season, while ultimately favourable for agricultural
output, arrived unusually early and was accompanied by unseasonal rains that significantly
shortened the summer season. The first quarter, which is among the most critical for our
summer portfolio – was adversely impacted by this weather aberration, with talcum
powder and prickly heat powder categories, which had posted an exceptional 54% growth in
the prior year, declining sharply on the back of a soft market and a demanding base. This
weather-driven headwind continued into Q2FY26, further compressing our summer portfolio
performance.
The second quarter was further disrupted by a landmark policy
development: the Government of India's GST 2.0 reform, which reduced rates across key FMCG
categories. For Emami, this was a structurally positive reform – approximately 88% of
our core domestic portfolio benefited from a reduction in GST rates to 5%, taking our
total 5% GST coverage to approximately 93% of the portfolio. Consistent with our
consumer-first philosophy, we swiftly passed on the full benefit of this rate cut to
consumers, resulting in an estimated MRP reduction of approximately H260 crores across our
domestic portfolio. While the medium to long-term implications of this reform for volume
growth and consumer acquisition are meaningfully positive, its timing coincided with the
peak winter pipeline-building season and caused temporary trade disruptions as channels
deferred purchases in anticipation of lower MRPs, while distributors focused on
liquidating higher-cost inventory. The net effect was a sharp, albeit transient,
moderation in revenues in Q2FY26.
The third quarter witnessed a strong recovery. and A favourable winter
season, rapid normalisation of trade post the GST reform, and the positive impact of our
strategic brand investments drove strong double-digit growth. However, Q4FY26 again faced
seasonal headwinds as the onset of summer was materially delayed, with inconsistent
temperatures across key markets and unseasonal rainfall dampening category demand.
Additionally, the West Asia Conflict impacted our International business, creating
headwinds in the fourth quarter.
Str ategic Initiatives
K esh King was relaunched as Kesh King Gold in Q2FY26 following an
extensive consumer research programme conducted in partnership with BCG. The relaunch
repositioned the brand on an Ayurveda + Science platform – incorporating
scientifically proven ingredients such as Gro Biotin and Plant Omega 3-6-9 – to
address the growing consumer preference for efficacy-backed hair care solutions and to
counter competitive pressure from D2C players in the hair fall segment. The relaunch,
despite being impacted by the GST disruption in its initial weeks, gained strong traction
from Q3 FY26 onwards, delivering double-digit growth in both Q3 and Q4 FY26 –
reflecting encouraging early returns on our strategic investment.
The Smart & Handsome brand (formerly Fair &
Handsome) continued its transformation journey. During the year, we
deepened the repositioning of the brand as a comprehensive male grooming solution by
launching 12 new products across categories including sunscreen, deodorants and body wash,
targeting distribution through modern trade and e-commerce platforms. The face cream
segment remained under structural pressure, driven by a generational shift in consumer
behaviour with younger consumers increasingly preferring bearded looks, reducing the
addressable market. Our strategic response – expanding into adjacent categories to
broaden the brand's relevance and Total Addressable Market – is the correct long-term
course of action, though near-term revenues remained soft as the new portfolio builds
scale.
The Man Company continued its recovery trajectory under new leadership,
with sequential improvement in performance across the year. Management focused on
improving channel efficiency, strengthening the influencer and media flywheel, and
revamping the brand's portfolio and positioning. June 2025 marked the brand's return to
growth, and this momentum built through H2FY26. The brand leveraged quick commerce and
organised trade as key growth channels, while maintaining its D2C-first character.
Digital spends now account for more than 50% of our total media spends,
reflecting the sharper targeting and consumer engagement that digital platforms enable. We
have also engaged KPMG to drive a future-ready supply chain transformation across our
omnichannel operations.
Inno vation and New Product Development
Inno vation remained a central pillar of our strategy in FY26, with new
product development spanning both our legacy power brands and our new-age portfolio.
Within our core brands, we deepened consumer relevance through targeted launches —
including Dermicool Prickly Heat Spray, Kesh King Gold Advanced Hair Growth Serum,
BoroPlus Deeply Moisturising Lip Balm, and new variants under Navratna Talc, BoroPlus
Prickly Heat Powder, BoroPlus Lotions and BoroPlus Soft.
Across our growth platforms, we expanded the
Smart & Handsome portfolio with new offerings spanning face care,
body care, and hair care, while The Man Company extended into Rosemary Oil Shots and new
fragrances, shampoos, serums etc. Our digital wellness platform, Zanducare, continued to
scale its digital-first product range with new launches across supplements and wellness
categories, further cementing its position as our innovation-first consumer touchpoint.
In ternational Business
Our international business navigated a year marked by persistent
macroeconomic and geopolitical headwinds. Performance was mixed across geographies: SAARC
and SEA markets grew by 8% whereas the MENA region faced significant pressure,
particularly in the fourth quarter, due to the West Asia conflict and the associated
regional uncertainty. Despite these headwinds, key international brands including 7 Oils
in One, BoroPlus, and Zandu Balms performed well.
For the full year, international business performance reflected the
combined impact of strong underlying market share positions in our core geographies and
the transient disruption in MENA. We remain committed to our international business, which
we believe offers a significant long-term growth runway as our portfolio evolves and new
geographies are selectively added.
Financial Performance
FY 26 was a year of revenue pressure driven by external factors rather
than structural weakness. Consolidated revenues for FY26 stood at H3,779 crore, a decline
of 1% over the prior year.
Our financial discipline was evident in our gross margin performance.
Gross margins expanded to 69.9% in FY26, an improvement of 120 basis points over the prior
year, reflecting rigorous cost management, judicious pricing actions and the benefit of
input price stability – a particularly noteworthy achievement given the volatile
commoditybackdropdrivenbygeopoliticaltensions.
EBITDA for FY26 stood at H964 crore, a decline of
6%, with operating deleverage primarily reflecting the top-line
pressure. We consciously maintained our advertising and promotional investment through
this period, with A&P spends growing 7% despite muted sales, reaffirming our
commitment to long-term brand equity building even during periods of revenue pressure.
Profit After Tax for the full year stood at H776 crore, a decline of 4%.
Our Board of Directors declared interim dividends totalling H10 per
share (1,000% of face value) in FY26, representing 50% of adjusted profits, reflecting our
confidence in the business and our continuing commitment to shareholder value creation.
Emami's balance sheet remains debt-free and strongly positioned to support our strategic
priorities.
ESG Performance
Ov er the past year, we have continued to strengthen our ESG
performance with measurable progress across key environmental, social and governance
parameters. Our energy consumption reduced by 8%, water consumption by 6%, and greenhouse
gas emissions by 11%, reflecting our sustained focus on operational efficiency and
environmental stewardship.
A t the same time, renewable energy usage solar sources increased by
15%, while waste generation declined by 10%. Through 15 community development projects
across our focus areas, we positively impacted nearly 7.96 lakh lives during the year.
These outcomes reflect our belief that long-term growth must go hand in hand with
responsible and sustainable value creation for all stakeholders.
Outlook
W e enter FY27 with a high degree of and a clear strategic agenda.
Early indicators point to a significantly stronger demand environment. This, combined with
the continued normalisation of trade post-GST 2.0 reform, the growing penetration of
organised channels, and the momentum built in for our brands provides a strong foundation
for profitable growth.
We have also made an exciting strategic foray by acquiring an
additional stake in Axiom Ayurveda, making it our subsidiary and marking our entry into
the fruit juice category through the AloFrut brand in April 2026. We also strengthened our
D2C play in Personalised BPC Segment by acquiring a major stake in IncNut Digital in May
2026 which owns flagship brands like Vedix and SkinKraft.
Our strategic priorities for FY27 are clear: drive recovery and growth
in our summer portfolio, sustain the Kesh King Gold momentum, scale Smart & Handsome's
new category initiatives, accelerate the growth of The Man Company and Brillare, deepen
our rural and quick commerce penetration, and continue to innovate purposefully. We remain
committed to delivering sustained, profitable, volume-led growth and to creating long-term
value for all our stakeholders.
Financial results for the year under review are summarised below:
Financial results
|
Standalone |
Consolidated |
| Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Operating income |
3,04,826 |
3,12,355 |
3,77,951 |
3,80,919 |
| Profit before interest, depreciation and taxation |
1,06,853 |
1,09,472 |
1,04,876 |
1,09,322 |
| Interest |
196 |
211 |
1,113 |
934 |
| Depreciation and amortisation |
15,563 |
15,837 |
17,734 |
17,821 |
| Profit Before Tax and Exceptional Items |
91,094 |
93,424 |
85,622 |
89,386 |
| Exceptional Items |
(1,015) |
- |
(1,015) |
- |
| Profit before taxation |
90,079 |
93,424 |
86,029 |
90,567 |
| Less: Provision for taxation |
- |
- |
- |
- |
| - Current tax |
15,838 |
15,911 |
17,296 |
17,872 |
| - Deferred tax ( net ) |
(1,505) |
(18) |
(1,799) |
(369) |
| - MAT credit entitlement |
(8,416) |
(8,391) |
(8,416) |
(8,391) |
| Profit after taxation |
84,162 |
85,922 |
78,948 |
81,455 |
| Non-controlling interest |
- |
- |
(1) |
(372) |
| Profit after minority interest |
84,162 |
84,922 |
78,949 |
81,827 |
| Share of profit/(loss) of associate |
- |
- |
(407) |
(1,181) |
| Profit for the year |
84,162 |
85,922 |
78,542 |
80,646 |
| Balance brought forward |
2,24,164 |
1,73,336 |
2,09,456 |
1,81,787 |
| Profit available for appropriation |
3,08,326 |
2,59,255 |
2,86,982 |
2,62,434 |
| Appropriation |
|
|
|
|
| Interim dividends (including special interim dividend for |
52,380 |
34,920 |
52,380 |
34,920 |
| the FY 2024-25) |
|
|
|
|
| Re-measurement of net defined benefit plans (net of tax) |
377 |
171 |
396 |
159 |
| Share of other comprehensive gain of an Associate (net |
- |
- |
5 |
(4) |
| of tax) |
|
|
|
|
| Acquisition of Non-controlling interests |
- |
- |
- |
17,903 |
| Balance carried forward |
2,55,570 |
2,24,164 |
2,34,202 |
2,09,456 |
| Total |
3,08,327 |
2,59,255 |
2,86,983 |
2,62,434 |
2. Changes in the nature of business, if any
T here has been no change in the nature of of the Company during the
financial year 2025-26.
3. Dividend
During the year under review, the Company has paid two Interim
Dividends i.e., first interim dividend of H 4/- per equity share and second interim
dividend of H 6/- per equity share aggregating to H 10/- per share of H 1/- each. The
total dividend outgo for the financial year ended March 31, 2026 amounted to H 436.50 Cr
and dividend pay-out ratio works out to 50.5% of adjusted PAT. The dividend pay-out is in
accordance with the Company's Dividend Distribution Policy.
4. T ransfer to reserve
Y our Directors do not propose to transfer amount to the general
reserve.
5. Ma terial changes and commitments
No material changes and commitments have occurred from the date of
close of the financial year till the date of this Integrated Report, which might affect
the financial position of the Company.
6. Shar e Capital
As on 31st March, 2026 the authorised share capital of the Company is H
50,00,00,000 and the issued, subscribed and fully paid-up share capital of the Company is
H 43,65,00,000.
During the year, there was no change in the share capital of the
Company.
7. In ternal control systems and adequacy
T he Company has in place an adequate of internal controls commensurate
with its size, requirements and the nature of operations. These systems are designed
keeping in view the nature of activities carried out at each location and various business
operations.
The Company's in-house internal audit department along with other
audit firms carries out internal audits at all manufacturing locations, offices and sales
depots across the country and overseas. The objective is to assess the existence, adequacy
and operation of financial and operating controls set up by the Company and to ensure
compliance with the Act, Listing Regulations and corporate policies.
T he Company's internal audit department and risk management
system have been accredited with ISO 9001:2015 and ISO 31000:2018 certifications,
respectively.
A summary of all significant findings by the audit department along
with the follow-up actions undertaken thereafter is placed before the Audit Committee for
review. The Audit Committee reviews the comprehensiveness and effectiveness of the report
and provides valuable suggestions and keeps the Board of Directors informed about its
major observations, from time to time.
In ternal financial controls
T he Company has in place adequate financial controls commensurate with
its size, scale and complexity of its operations. The Company has in place policies and
procedures required to properly and efficiently conduct its business, safeguard its
assets, detect frauds and errors, maintain accuracy and completeness of accounting records
and prepare financial records in a timely and reliable manner.
8. Subsidiary companies, joint ventures and associate companies
Pursuant to section 129(3), 134 of the Act and Rule 8(1) of the
Companies (Accounts) Rules, 2014, the report on performance and financial position of
subsidiaries and associates is included in the Consolidated Financial Statements of the
Company. The Company has a policy for determining the materiality of a subsidiary, which
is available at
www.emamiltd.in/investor-info/pdf/Policy-for-Determining-Materiality-ofsubsidiaries.pdf.
The Company does not have any material subsidiary as on 31st March,
2026.
Subsidiary companies i) Emami Bangladesh Ltd., Bangladesh,
wholly-owned subsidiary of Emami Limited;
ii) Emami Lanka (Pvt.) Ltd., Sri Lanka., wholly-owned subsidiary of
Emami Limited;
iii) Emami International FZE, Dubai, wholly-owned subsidiary of Emami
Limited;
iv) Cr?me 21, GmbH wholly-owned subsidiary of Emami International FZE;
v) Emami International Personal Care LLC - Dubai, a wholly-owned
subsidiary of Emami international FZE; vi) Emami Rus (LLC), Russia, a 99.99% subsidiary of
Emami International FZE;
vii) Overseas International FZE, Dubai., wholly-owned subsidiary of
Emami International FZE;
viii) Pharma Derm SAE Co, Egypt, a 90.60%
subsidiaryofOverseasInternationalFZE,Dubai;
ix) Emami Neo – Herbals International Ltd., 99.99% subsidiary of
Emami International FZE, Dubai;
x) Brillare Science Ltd., wholly-owned subsidiary of Emami Ltd;
xi) Helios Lifestyle Ltd, wholly-owned subsidiary of Emami Ltd.
The financial statements of the Company along with the accounts of the
subsidiaries will be available at the website of the Company, https://www.
emamiltd.in/investors/results/financial-reports/ subsidiary-company-reports/ and shall be
kept open for inspection at the registered office of the Company. Any member desirous of
obtaining a copy of the same may write to the Company Secretary at the Registered Office
of the Company.
Brief financial and operational details of the subsidiary companies are
provided hereunder:
Emami Bangladesh Ltd., Bangladesh
Emami Bangladesh Ltd., was incorporated on 25th November, 2004 under
the Companies Act of Bangladesh. It is engaged in the manufacture, import and sale of
cosmetics and ayurvedic medicines from its unit in Dhaka.
During the financial year ended March 31, 2026, the Company earned
revenues worth H 17,519 lacs
(previous year H 17,969 lacs) and profit after tax of H 3,217 lacs
(previous year H 5,642 lacs).
Emami Lanka (Pvt) Ltd., Sri Lanka
Emami Lanka (Pvt) Ltd., Sri Lanka was incorporated on 27th June 2017,
with an objective of tapping the potential of the local market. It started manufacturing
locally through a contract manufacturer.
During the period ended 31st March, 2026, the Company earned revenues
of H 1,780 lacs (previous year H 1,690 lacs) and Profit/loss after tax of
H (530) lacs [previous year H (445) lacs].
Emami International FZE, Dubai
Emami International FZE, was incorporated on November 12, 2005 in the
Hamriyah Free Zone, Sharjah, UAE and is governed by the rules and regulations laid down by
the Hamriyah Free Zone
Authority.Itisengagedinthebusinessofpurchasing and selling cosmetics
and ayurvedic medicines.
During the financial year ended 31st March, 2026, the Company earned
revenues worth H 16,199 lacs
(previous year H 15,523 lacs) and profit/loss after tax of H 2,596 lacs
[previous year H 1,833 lacs].
Cr ?me 21, GmbH
Cr eme 21, GmbH ((Formerly Known as Fentus 113. GmbH), was incorporated
on 3rd January, 2019. It is engaged in the business of manufacturing skin care products.
During the period ended March 31, 2026, the Company earned revenues of
H 34 lacs (previous year H 22 lacs) and Profit/loss of H 3 lacs [previous year H (8)
lacs].
Emami International Personal Care LLC - Dubai
Emami International Personal Care LLC - UAE, was incorporated on 28th
January, 2022. It has become a wholly-owned Subsidiary of Emami International FZE, Dubai
w.e.f., 15th February, 2022.
During the period ended March 31, 2026, the Company earned revenues of
H 20,103 lacs
(previous year H 18,382 lacs) and Profit/loss after tax of H (1,033)
lacs [previous year H 450 lacs].
Emami RUS (LLC)
Emami RUS (LLC) was incorporated on 14th August, 2018 with an objective
of trading of Perfumery products, Cosmetics and Pharma products.
During the period ended March 31, 2026, the Company earned revenues of
H 5,432 lacs [previous year H 4,863 lacs] and Profit after tax of H 861 lacs
[previous year H 658 Lacs].
Ov erseas International FZE, Dubai
Ov erseas International FZE was incorporated on November 25, 2010. It
is the holding company of Pharma Derm S. A. E. Co. in Egypt.
During the financial year ended March 31, 2026, the Company earned
revenues of Nil [previous year: Nil] and profit after tax of H (9) lacs [previous year
profit of H (8) lac].
Pharma Derm S. A. E. Co.
Pharma Derm S. A. E. Co. was registered on 6th September, 1998 under
the relevant Companies Act of Egypt. The Company was acquired to manufacture
pharmaceuticals, disinfectants, cosmetics, chemicals, among others as a subsidiary of
Overseas International FZE, Dubai in FY 2010-11. The Company has not yet commenced
operations.
During the financial year ended 31st March, 2026, the Company earned
revenues of Nil [previous year: Nil] and profit/ loss after tax of H (87) lacs [previous
year H (139) lacs].
Emami Neo – Herbals International Ltd.
Emami Neo – Herbals International Ltd. was incorporated on 24th
September, 2024. The Company has not yet started business operations hence there is no
revenue. However, the Company has incurred an expenditure of H (4) lacs, resulting in loss
of H (3) lacs during the year.
Brillare Science Ltd.
Brillare Science Ltd. is a wholly-owned subsidiary of Emami Limited
w.e.f., 27th March, 2024. It is engaged in the manufacturing of professional saloon
products.
During the financial year ended 31st March, 2026, the Company earned
revenues worth H 7,982 lacs
(previous year H 4,890 lacs) and Profit/loss after tax of H (3,926)
lacs [previous year H (1,876) lacs].
Helios Lifestyle Ltd.
Helios Lifestyle Ltd. is a wholly-owned subsidiary of Emami Limited
w.ef., 21st November, 2024. It is engaged in online male grooming sector.
During the financial year ended 31st March, 2026, it earned revenues
worth H 16,088 lacs (previous year
H 15,392 lacs) and a profit/loss after tax of H (2992) lacs [previous
year H (2183) lacs].
A cquisition – IncNut
T he Board of Directors at its meeting heldth on May, 2026, had
approved the acquisition of 60% stake in IncNut Digital Private Limited., making it a
subsidiary company.
IncNut Digital is having its wholly owned subsidiary – IncNut
Lifestyle Retail Private Limited, engaged in personalised beauty and personal care
segment, operating through its flagship brands Vedix and SkinKraft.
Associate companies:-
As o f March 31, 2026, the Company following associate companies:
(i) Tru Native F&B Pvt. Ltd.
(ii) Cannis Lupus Services India Pvt. Ltd. (iii) Axiom Ayurveda Pvt.
Ltd.
(iv) Axiom Foods & Beverages Pvt. Ltd. (v) Axiom Packwell Pvt. Ltd.
T ru Native F&B Pvt. Ltd.
T ru Native is a smart nutrition company dedicated to empowering health
and fitness enthusiasts with affordable and healthy food & nutrition options. The
company had made a strategic investment in Tru Native F & B Pvt Ltd on 5th March, 2022
and the current strategic investment is equivalent to 20.65% of its paid up share capital
on a fully diluted basis.
<p >During the financial year ended 31st March, 2026, the Company earned
revenues worth H 12,382 lacs
(Previous year H 3,773 lacs) and a profit/loss after tax of H (449)
lacs (previous year H (1346) lacs].
Cannis Lupus Services India Pvt. Ltd.
Cannis Lupus is a pet-care start-up offering Ayurvedic/ herbal remedies
for pets under the brand name "Fur Ball Story". The Company had made a strategic
investment in Cannis Lupus Services India Pvt. Ltd. on 21st July, 2022 and the current
strategic investment is equivalent to 47.60% of its paid up capital on fully diluted
basis.
During the financial year ended 31st March, 2026, the Company earned
revenue worth H 728 lacs
(Previous year H 510 lacs) and a profit/loss after tax of H (978) lacs
[previous year H (1236) lacs].
Axiom Ayurveda Pvt. Ltd.
Axiom markets beverage products under the brand "AloFrut",
the juices of which are the most refreshing and healthy fusion of aloe vera pulp and fruit
blends. The Company has made first Strategic investment in Axiom Ayurveda Pvt. Ltd., on
28th September, 2023 and the Current Strategic investment as on 31st March, 2026 is
equivalent to ~26.5% of its paid-up share capital on fully diluted basis.
During the financial year ended March 31, 2026, the Company earned
revenues worth H 3,329 lacs
(Previous year H 6,498 lacs) and a profit/loss after tax of H (744)
lacs [previous year H (1066) lacs].
The Board of Directors at its meeting held on 31st March, 2026, had
approved purchase of remaining ~73.5% paid-up capital of Axiom Ayurveda Pvt. Ltd.
On 1st April, 2026, a share purchase agreement was the duly entered
into to give effect to the purchase and subsequently, the first tranche of the transaction
i.e. 84,30,909 equity shares comprising of 36.7%, was successfully completed as per the
terms of the agreement. The Company presently holds 63.27% stake in Axiom Ayurveda Pvt.
Ltd., making it a subsidiary company.
F urther, by virtue of the holdings the Equity capital of Axiom
Ayurveda Pvt Ltd and holding of Compulsorily Convertible Preference Shares of Axiom Foods
& Beverages Pvt Ltd and Axiom Packwell Pvt Ltd by Axiom, presently these are the
step-down subsidiary companies of Emami Ltd.
Axiom Foods & Beverages Pvt. Ltd.
Axiom Foods & Beverages Pvt. Ltd., is an associate company of Axiom
Ayurveda Pvt. Ltd. The Company has made an investment in Axiom Foods & Beverages Pvt.
Ltd., on 28th September, 2023 and the current investment is equivalent to 26% of its
paid-up share capital on fully diluted basis.
During the financial year ended March 31, 2026, the Company earned
revenues worth H 19,071 lacs
(Previous year H 6,969 lacs) and a profit/loss after tax of H 2,146
lacs [previous year H(802) lacs].
Axiom Packwell Pvt. Ltd.
Axiom Packwell Pvt. Ltd., is an associate company of Axiom Ayurveda
Pvt. Ltd. The Company has made an investment in Axiom Packwell Pvt. Ltd., on 28th
September, 2023 and the current investment in Axiom Packwell Pvt. Ltd is equivalent to 26%
of its paid-up share capital on fully diluted basis.
During the financial year ended 31st March, 2026, the Company earned
revenues worth H 736 lacs
(Previous year H 609 lacs) and a profit/loss after tax of H (11) lacs
(previous year H(124) lacs).
9. Public Deposits
T he Company has not accepted any public covered under Chapter V of the
Act, read with the Companies (Acceptance of Deposits) Rules, 2014.
10. Non-convertible debentures
T he Company did not issue any non-debentures during the financial year
2025-26.
11. Consolidated financial statements
T he consolidated financial statements, prepared accordance with IND-AS
110–consolidated financial statements, form part of this Integrated Report. The net
worth of the consolidated entity as on March 31, 2026, stood at H 2,92,398 lacs as against
H 2,69,479 lacs at the end of the previous year.
12. Compliance with Secretarial Standards of ICSI
T he Company has ensured compliance with
SS-1 and SS-2 with respect to Board Meetings and General Meetings
respectively, issued by the Institute of Company Secretaries of India.
13. T ransfer of Unclaimed Dividend and Unclaimed shares to Investor
Education and Protection Fund
T he details relating to unclaimed dividend and unclaimed shares are
provided in the Corporate Governance Report, forming part of the Integrated Annual Report.
14. A uditors and Auditor's Reports
Sta tutory auditor
T he Company's Statutory Auditors, M/s. S. R. Batliboi
& Co. LLP, Chartered Accountants (FRN: 301003E/ E300005), were
re-appointed as the Statutory Auditors of the Company for a second term of consecutive
five years from the conclusion of 39th Annual General Meeting held on 9th September, 2022
till the conclusion of 44th Annual General Meeting to be held in the calendar year 2027.
The Auditor's reports on the standalone and consolidated financial
statements of the Company for the financial year ended on 31st March, 2026 do not contain
any qualification, reservation or adverse remark or disclaimer.
Secr etarial auditor
T he Company's Secretarial Auditors, M/s MKB
& Associates, Practicing Company Secretaries (FRN: P2010WB042700),
were appointed as the Secretarial Auditors of the Company for a term of consecutive five
years from the conclusion of 42nd Annual General Meeting held on 29th August, 2025 till
the conclusion of 47th Annual General Meeting to be held in the calendar year 2030.
The secretarial audit report by the secretarial auditors, in the
specified form MR-3 is annexed herewith and forms part of this report (Annexure
I) and it does not contain any qualification, reservation or adverse remark or
disclaimer. in
Cos t Auditor
T he Company's Cost Auditors, M/s. V.K. Jain & Co.
(Firm Registration Number: 00049), were appointed by the Board of
Directors at its meeting held on May 16, 2025 to audit the cost accounting records, as may
be applicable to the Company for FY 2025-26 and their remuneration was approved during the
previous Annual General Meeting. the
As per the requirements of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts
and records in respect of the applicable products for the year ended March 31, 2026.
Pursuant to Companies (Cost Records and Audit) Rules, 2014, the Cost
Audit Report for the financial year March 31, 2025, was filed with the Ministry of
Corporate Affairs within the prescribed time.
M/s V. K. Jain & Co has been re-appointed as Cost Auditors for FY
2026-27 by the Board of Directors at its meeting held on 21st May, 2026 and the
remuneration payable to the cost auditors is required to be placed before the members in
the ensuing Annual General Meeting for their ratification. M/s V. K. Jain & Co. have
given their consent to act as Cost Auditors and confirmed their eligibility that their
appointment is within the limits of the Section 139 of the Act.
Accordingly, a resolution seeking members' ratification for the
remuneration payable to the Cost Auditor is included in the Notice convening the 43rd
Annual General Meeting. The Board recommends the same for approval by members at the
ensuing Annual General Meeting.
15. Conservation of energy, technology and exchange outgo
T he particulars of conservation of technology absorption and foreign
exchange earnings and outgo in accordance with the provisions of Section 134(3) of the
Act, read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is annexed
herewith and forms part of this Report. (Annexure II).
16. Annual Return
In terms of Section 92(3) the Act and Rule the Companies (Management
and Administration) Rules 2014, a copy of the Annual Return of the Company for the
financial year ended on 31st March, 2026 is available on the website of the Company at the
link https://www.emamiltd.in/investors/ corporate-governance/annual-returns/
17. Corporate Social Responsibility
Corporate Social Responsibility forms an integral part of the
Company's business activities. The Company carries out its corporate social
responsibility initiatives not just in letter but also in spirit and thus has touched
thousands of lives across India.
In compliance with Section 135 of the Act, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR
policy, which is available at: https://www.emamiltd.
in/wp-content/uploads/2023/08/17160614/ BRSR-Policy.pdf
The Report on CSR expenditures during the
FY 2025-26 is annexed herewith and forms part of this report (Annexure
III).
During the year, the Company's net CSR obligations was H 1494.87
lacs. The Company spent H 1161.13 lacs during the financial year and H 346.58 Lacs were
transferred to a separate bank account in compliance with Section 135 of the Act, for
ongoing projects. Thus, there is an excess spent of H 12.84 lacs during the year under
review which is available for set off in the succeeding Financial Year.
18. Dir ectors and Key Managerial Personnel
Ex ecutive Directors appointed at the nd AGM 42
Shri S.K. Goenka was re-appointed as Whole-time Director of the Company
for a further period of 5 (five) years w.e.f 1st April, 2026 to 31st March, 2031 and Shri
Mohan Goenka was re-appointed as Vice- Chairman and Whole-time Director of the Company for
a further period of 5 (five) years w.e.f 15th January, 2026 to 14th January, 2031.
Dir ectors retire by rotation
A t thend AGM42 of the Company held on 29th August, 2025, Shri R. S.
Agarwal, Shri S. K. Goenka and Shri Mohan Goenka were liable to retire by rotation and
being eligible they were re-appointed at the 42nd AGM.
Further, in accordance with the provisions of Section 152 of the Act
read with Companies (Appointment and Qualification of Director) Rules, 2014, Shri H. V.
Agarwal, Shri A. V. Agarwal and 12 of Shri Prashant Goenka are liable to retire by
rotation at the 43rd Annual General Meeting and being eligible, offer themselves for
re-appointment.
K ey Managerial Personnel
T he Board at its meeting held th on May,16 2025, appointed Shri Ashok
Purohit as the Interim Company Secretary & Compliance Officer of the Company. Later
on, the Board at its meeting held on 31st July 2025, has appointed Mr. Ravi Varma (FCS
9531) as the Company Secretary & Compliance Officer of the Company w.e.f. 1st August,
2025 as per the recommendation of the Nomination and Remuneration committee. Mr. Ravi
Varma was also appointed as the Nodal Officer of the Company pursuant to Rule 7(2A) of the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016.
19. Business Responsibility and Sustainability Report
As r equired under Regulation 34 of Regulations, the Business
Responsibility and Sustainability Report of the Company for the financial year ended March
31, 2026 is attached as part of the Integrated Annual Report.
Further, the Company has obtained reasonable assurance on the BRSR Core
from an independent assurance provider.
20. Dividend Distribution Policy
T he Company has formulated a
Distribution Policy, which may be accessed on the website of the
Company, https://www.emamiltd. in/wp-content/uploads/2023/08/17160454/
Dividend_Distribution_Policy_Emamiltd.pdf
21. Cr edit Rating
Brie f details of the ratings received from rating agency are provided
in the Corporate Governance Report forming part of this Integrated Annual Report.
22. Boar d induction, training familiarization programme for
Independent Directors
Prior to the appointment of an Independent the Company sends a formal
invitation along with a comprehensive note on the Company's profile, the Board
structure and other pertinent details to the prospective Independent Director. At the time
of appointment of the Director, a formal letter of appointment outlining the duties,
responsibilities and role anticipated of the newly appointed Director of the Company is
provided. Along with being fully informed about the various compliances required from
him/her as a Director under the various provisions of the Act, Listing Regulations, SEBI
(Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and
other pertinent regulations, the Director's role, functions and responsibilities are
also explained to them in detail.
A Director, upon appointment, is formally inducted to the Board. In
order to familiarize the Independent Directors about the various business drivers, they
are updated through presentations at Board Meetings/Board Committee meetings about the
performance and financials of the Company. They are also provided presentations about the
business Listing and operations of the Company from time to time.
The Directors are also updated on the changes in relevant corporate
laws relating to their roles and responsibilities as Directors. The details of the Board
familiarisation programme for the Independent Directors can be accessed at https://
www.emamiltd.in/wpcontent/uploads/2023/09/ 11183704/EmamiLtdFamiliarizationProgramme
ForIndependentDirectors.pdf
23. P erformance evaluation
Pursuant to the provisions of Section 178 of the Act, read with rules
made thereunder, Regulation 17 of the Listing Regulations and the Guidance note on Board
evaluation issued by the SEBI vide its circular dated January 5, 2017, the Company has
framed a policy for evaluating the annual performance of its Directors, Chairman, the
Board as a whole, and credit the various Board Committees. The Nomination and Remuneration
Committee of the Company has laid down parameters for performance evaluation in the
policy.
The Board also evaluated the performance of
and
each of the Directors, the Chairman, the Board as a whole and all
Committees of the Board. The process of evaluation is carried out in accordance
Director,with the Board Evaluation Policy of the Company and as per the criteria laid down
by the Nomination and Remuneration Committee.
24. Number of meetings of the Board
T he Board of Directors held five meetings during the year on May 16,
2025, July 31, 2025, November 10, 2025, February 04, 2026, and March 31, 2026. The maximum
gap between any two meetings was less than 120 days, as stipulated under Listing
Regulations. The details of Board Meetings held and attendance of Directors are provided
in the Report on Corporate Governance forming part of this Integrated Annual Report.
25. Committees of the Board
T he Company has constituted/reconstituted various Board-level
Committees in accordance with the requirements of Act, and Listing Regulations. The Board
has the following Committees as on 31st March, 2026 as under:
i. Audit Committee; ii. Nomination and Remuneration Committee; iii.
Stakeholders Relationship Committee;
iv. Environmental, Social and Governance & Corporate Social
Responsibility Committee;
v. Risk Management Committee;
vi. Finance and Management Committee
Details of all the above Committees along with composition and meetings
held during the year under review are provided in the Report on Corporate Governance
forming part of this Integrated Annual Report
26. Separ ate meeting of Directors
De tails of the separate meeting of the Directors held and attendance
of Independent Directors therein are provided in the Report on Corporate Governance
forming part of this Integrated Annual Report.
27. Whis tle-blower policy
T he Company has established an effective blower policy (Vigil
mechanism) and procedures for its Directors and employees. The details of the same are
provided in the Corporate Governance Report, which forms part of the Integrated Annual
Report. The vigil mechanism of the Company provides for adequate safeguards against
victimization of Directors, employees and third parties who avail of the mechanism and
also provides for direct access to the Chairman of the Audit Committee in exceptional
cases.
The policy on vigil mechanism may be accessed on the Company's
website at: https://www.emamiltd. in/wpcontent/uploads/2023/08/17161434/
WhistleBlowerPolicyEmami.pdf
28. Nomination and Remuneration policy
T he nomination and remuneration policy of
Company seeks to attract, retain and motivate talented individuals at
the executive and Board levels. The nomination and remuneration policy seeks to employ
people who not only meet the eligibilityrequirementsbutalsopossessthequalities required to
blend in with the Company's corporate culture. The nomination and remuneration policy
seeks to provide performance-based, well-rounded compensation packages, while accounting
for applicable laws and industry norms.
The nomination and remuneration policy ensures that the remuneration to
the directors, key managerial personnel and the senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals. The nomination and remuneration
policy adheres to the ‘pay-for-performance' principle.
The Company's policy on remuneration and appointment of Board
members as mentioned in the Nomination and Remuneration Policy has been disclosed on the
Company's website: h t t p s : // w w w. e m a m i l t d . i n / w p - c o n t e n t
/ uploads/2023/08/17155929/Remuneration-Policy-Emami-Ltd.pdf.
29. R elated party transactions
All the related party transactions entered into by the Company were
conducted in the normal course of business on an arm's length basis. There were no
significant agreements or material contracts or arrangements with related parties during
the year under consideration.
- Accordingly, disclosure of Related Party Transaction as required
under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014
in form AOC-2 is not applicable.
During the year, the Audit Committee had granted an omnibus approval
for transactions, which were repetitive in nature for one financial year. All such omnibus
approvals were reviewed by the Audit Committee on a quarterly basis. All related party
transactions were placed in the meetings of Audit Committee and the Board of Directors for
the necessary review and approval. The Company has developed and adopted relevant SOPs for
the purpose of monitoring and controlling such transactions.
The Company's policy for transactions with the related party which
was reviewed by the the Audit Committee and approved by the Board, can be accessed at:
https://www.emamiltd. in/wp-content/uploads/2023/08/17161259/
PolicyforTransactionswithRelatedParties.pdf.
30. P articulars of loans, guarantees investments
P articulars of loans, guarantees and investments made by the Company
pursuant to Section 186 of the Act, are given in the notes to financial statements. The
Company has granted loans, provided guarantee and made investment in its wholly owned
subsidiary(ies)/associate(s) and other body corporate for their business purpose. The
Company also holds securities of other body corporates as strategic investor.
31. P articulars of employees managerial remuneration
T he information of employees and managerial remuneration, as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith
and forms part of this Report.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, has been provided in a separate annexure forming part
of this report.
Further, the report and the accounts are being sent to the Members
excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection and any member interested in obtaining a copy of the same may write to
the Company Secretary at the Registered Office of the Company.
32. Board Policies
T he details of the policies approved and by the Board as required
under the Act and Listing Regulations are provided in the Corporate Governance Report,
forming part of this Integrated Annual Report.
33. Management Discussion and Analysis and Corporate Governance Report
As per Regulation 34(3) read with Schedule the Listing Regulations,
Management Discussion & Analysis, Corporate Governance Practices followed by the
Company, together with a certificate from the Company's auditors confirming
compliance of conditions of Corporate Governance are an integral part of this Integrated
Annual Report.
34. Risk management system
T he Company has developed and implemented a risk management policy
which is periodically reviewed by the management. The system also complies with the
requirements laid down under the ISO 31000: 2018 norms.
In accordance with Regulation 21 of Listing Regulations, the Risk
Management Policy of the Company, which has been duly approved by the Board, is reviewed
by the Risk Management Committee, Audit Committee and the Board on a periodical basis. The
risk management process encompasses practices relating to identification, assessment,
mitigation and monitoring of various risks to key business objectives. Besides exploiting
the business opportunities, the risk management process seeks to minimise adverse impacts
of risk to key business objectives.
35. Prevention of sexual harassment at workplace
T he Company remains fully committed to providing a safe, respectful
and harassment-free workplace in compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has
been duly constituted as per the statutory requirements, headed by a senior-level woman
employee as Presiding Officer, with adequate women representation, and an external member
well versed in POSH matters to ensure independence, objectivity and subject-matter
expertise. Similar Internal Committees are in place across all Units to address any
complaint that may arise at the Unit level. The Company undertakes continuous POSH
awareness and sensitisation initiatives through internal and external trainers, LMS-based
mandatory sensitisation modules for new joiners and existing employees, and display of
posters across offices and Units to reinforce awareness on appropriate workplace conduct,
reporting mechanisms and the Company's zero-tolerance approach towards sexual
harassment. Management remains vigilant and proactive in ensuring prevention through
periodic sensitisation, structured training and continuous awareness-building, while also
being fully prepared to address any complaint in a timely, fair, sensitive and V of
legally compliant manner through the respective Internal Committees. The Company's
approach is preventive, responsive and compliant, with continued emphasis on awareness,
dignity, fairness, psychological safety and support to the aggrieved woman, wherever
required.
Sta tus of complaints is provided hereunder:
| No. of complaints pending at the beginning of the year |
No. of complaints received during the year |
No. of complaints disposed-off during the
year |
No. of complaints pending at the end of the
year |
| 0 |
1 |
0 |
1 |
T he complaint was received during
2026, the investigation was completed in April and basis the ICC
recommendations, the complaint was closed.
36. De tails of significant and orders passed by regulators/courts/
tribunals
T here was no instance of any material order by any
regulators/courts/tribunals impacting the going concern status of the Company.
37. Other Confirmations
T here are no instances of one-time settlement any Bank or Financial
Institutions.
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
38. Directors' Responsibility Statement
Pursuant to the requirements laid down under Section 134(5) of the
Companies Act, 2013, with respect to the Directors' Responsibility Statement, the
Directors confirm that:
I. In the preparation of the annual accounts for the year ended March
31, 2026, the applicable accounting standards have been followed and no material
departures have been made;
II. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as on March 31, 2026,
and of the profit of the Company for the year ended on that date;
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
IV. The annual accounts were prepared on a going concern basis;
V. The Directors have laid down effective internal financial controls
to consistently monitor the affairs of the Company and ensured that such internal
financial controls were adequate and operating effectively;
VI. The Directors have devised a proper system to ensure compliance
with the provisions of all applicable laws and that the same are adequate and operating
effectively.
39. Integrated Report
T he Company has voluntarily provided the members with an Integrated
Report, which discusses the organization's strategy, governance structure,
performance, and opportunities for creating value based on the six types of capital:
financial, manufactured, intellectual, human, social and relationship, and natural
capital, for the interest of all stakeholders of the company.
40. Acknowledgements
Y our Directors would like to acknowledge and place on record their
sincere appreciation of all stakeholders – shareholders, bankers, dealers, vendors
and other business partners for the unstinted support received from them during the year
under review. Your Directors recognise and appreciate the efforts and hard work of all the
employees of the Company and their continued contribution to its progress.
|
For and on behalf of the Board |
|
R.S. Goenka |
| Place: Kolkata |
Chairman |
| Date: 21st May 2026 |
(DIN – 00152880) |
|