As on: Jul 05, 2025 10:04 PM
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Management Discussion and Analysis
Your Board of Directors is pleased to share with you the Business Performance along with the Audited Financial Statements for the financial year ended 31st March, 2024.
ABOUT US
Hindustan Unilever Limited is India's largest FMCG Company with a 90-year heritage in the country. We are a Company of brands and people driven by our purpose of making sustainable living commonplace.
Nine out of ten Indian households use one or more of our brands to feel good and get more out of their lives. We have a wide and resilient portfolio of 50+ brands, spanning over 16 FMCG categories, which are a part of everyday life of millions of consumers across India.
In a rapidly evolving world, where digitisation and sustainability have taken centre stage, we are steadfastly progressing on our purpose-led and future-fit journey.
ECONOMIC OVERVIEW Global
Global economy continues to present a mixed picture. Multiple factors like the on-going geopolitical conflicts, wide-spread elevation of debt, extreme weather conditions and elections in many parts of the world continue to contribute to the uncertainty of the Global Economic Outlook. Encouragingly, inflation has softened over the highs of the previous year and is expected to continue to moderate. Global GDP growth is expected to remain low at 3% for 20241. Country variations will continue, with different parts of the world growing at varied pace.
India
Amidst these conditions, Indian economy has continued to grow with resilience. With a GDP growth of 7.8% in Calendar Year 20231, the fifth- largest economy was the fastest growing major economy. The biggest contribution to the GDP growth has come in the form of capital expenditure by the Government. At 3% of GDP, ^10 lakh crore2 was allocated towards capital expenditure, a record high. The Government's strengthened thrust on capex will augur well for the economy in mid to long term with the creation of employment opportunities, improved infrastructure, and elevated ease of doing business in the country.
Consumption has remained subdued in the year. This weak consumption is primarily on account of a muted agricultural growth. Agricultural production was disrupted during the year due to erratic weather patterns, triggered by El Nino. With agricultural outputs impacted, rural consumption has been weaker than usual, evident in sluggish FMCG volume recovery trends. Consumption patterns remain uneven with mass consumption showing sluggish growth and upper-end consumption driving growth.
This trend is further amplified by a growing preference for premium products across all consumer categories.
India's digital transformation is surging ahead, fuelled by booming broadband access, affordable data plans, and a government push for digital infrastructure. The India Stack, is a one-of-its-kind digital scalable public infrastructure, based on identity, payments and consent-based data sharing. It is a global benchmark for most countries today. We have more than 130 crores Aadhar Card holders. In the years to come, applications based on this digital infrastructure, such as ONDC for digital commerce, Unified Logistics interface Platform (ULIP) for logistics, Ayushman Bharat for electronic health records among others, will spur innovations and new growth. Democratisation of Unified Payments Interface (UPI) or digital payments have enabled formalisation of the digital economy. This has resulted in the rise of the start-up economy in India with the country becoming the third largest ecosystem for ventures globally.
Despite a subdued consumption in the economy this year, economic activity indicators suggest underlying strength that will bode well for the economy in the medium term.
The consumer confidence levels, which look at consumer perceptions, current and for one year ahead, on general economic situation, employment scenario, overall price situation, income and spending, has returned to pre-covid levels3. The future perception scores have also registered a new peak suggesting high consumer confidence on the economic outlook. Inflation, which was a primary concern in the economy last year, has softened this financial year. Inflation has significantly moderated from the highs of 2022 with CPI inflation for FY 2023-24 projected at 5.3%1.
Infrastructure investment, pace of innovation and technology, best in class digital ecosystem and robust policies has led India onto a journey of transformative growth that is expected to continue for the foreseeable future.
Fast Moving Consumer Goods Sector in India
The FMCG industry is India's fourth-largest sector, making it a significant contributor to the country's economic growth by fuelling consumption, generating employment, and boosting manufacturing. Within the sector, about 50% of sale is comprised of products from the household and personal care category, while food & beverages contributes 31% and healthcare 19%, to the total FMCG sales in India2. Over the years, this sector has demonstrated remarkable agility in overcoming challenges and adapting to meet evolving consumer needs, shaping its trajectory for sustainable growth.
In FY 2023-24, the FMCG industry witnessed a challenging year due to weather vagaries impacting agricultural output and consumer sentiment. As a result of this, while the industry witnessed sequential easing of inflation, volumes have been recovering gradually albeit readjusting with a lag. Three continuous years of sustained inflation prior to FY 2023-24 has impacted disposable income, specially in rural areas. This has resulted in a slower pace of recovery in rural and mass segments while urban and premium segments have been resilient.
Notwithstanding the volume sluggishness seen in recent times, the Indian FMCG industry presents a compelling growth narrative. This is fuelled by several key factors:
Fastest growing major economy
At 7.8% GDP growth for Calendar Year 2023, India continues to showcase a strong and resilient performance. As per International Monetary Fund (IMF) estimates India will be the third largest economy before 2030 with its GDP projected to surpass both Japan and Germany. Both private consumption and investment are projected to rise steadily, contributing to GDP expansion. Backed by strong economy growth, FMCG consumption is expected to flourish.
Favourable Demographics
In the coming decades, India will continue to have one of the largest shares of working population amongst the major economies.
With a working population of more than 1 billion people and a favourable demographic dividend for many decades to come, India will have significant advantage in the long run.
India would remain the largest provider of human resources in the world. About 24.3% of the incremental global workforce over the next decade will come from India3. Young labour force and high working age population will lead to a rise in income levels and purchasing power which will drive growth and consumption momentum in the country.
Under indexed per-capita FMCG consumption and low penetration
Per-capita consumption for FMCG in India is low, within that rural being highly under- indexed to urban consumption. In fact, per- capita FMCG consumption in India remains disproportionately lower compared to economies like China, Philippines, Thailand, and Indonesia, even after adjusting for their per- capita income divergences.
This disparity, coupled with low category penetration rates across numerous categories within the industry, presents a great opportunity for FMCG companies to continue their strong growth trajectory.
Rising Affluence
India is witnessing a significant increase in its affluence levels. With increasing urbanisation and upward mobility in income, the opportunity to premiumise is immense.
Digital Revolution
India is leading the Digital revolution.
While in several other, more developed nations, digitisation is a privilege, in India digitisation has been democratised to reach even the grassroot levels, with initiatives such as the Aadhar, Jan Dhan Yojana and UPI. With affordable data plans, India has witnessed a surge in mobile phone usage and internet penetration, which is fuelling the growth of e-Commerce, online payments, and other digital services.
Trends shaping our industry A. Premiumisation
India is seeing a rapid rise in affluent households, providing us with a huge opportunity to grow. Naturally, these households will have a much higher per-capita FMCG consumption. These consumers are becoming more discerning, looking for superior products that promote sustainable living, hyper-personalisation and an elevated shopping experience, even if that would mean paying a premium for products. With changing lifestyles, increasing disposable income and higher exposure to global trends, India is expected to see a dramatic increase in per capita consumption of beauty products. Like China, Indonesia, Philippines, we expect to see a similar trend of multi-fold increase in beauty consumption once the per capita income of the country crosses an inflection point. With growth in digital technologies and changing consumers behaviours, India is seeing an unprecedented influx of digital first beauty brands and innovative methods of brand building.
What HUL is doing
Foreseeing this trend, we are consistently investing in market development and product premiumisation over the years. As a result, we now enjoy an over-indexed position in the premium segment compared to the broader market. During the year, we continued to double down on our premiumisation agenda - we have expanded our premium product footprint through innovations and brand extensions into new demand spaces and formats of the future. As a result of focused interventions and continued investments, our premium portfolio delivered strong growth during the year. We continue to build capabilities towards mass customisation, precision marketing and better shopper experience to appeal to the consumers.
When it comes to Beauty and Wellbeing, as the largest beauty company in India, HUL is in a unique position to take advantage of its deep strengths and emerge stronger through this journey. We have large masterbrands that have great equity and salience amongst consumers and can be expanded to play in new demand spaces and formats. At the same time, through our Premium Beauty Business Unit, we have the proven capability of launching digital first brands much faster. With our strong distribution moat, scaling up these successful digital first brands is an area we have competitive advantage in. We also have a rich stable of premium & masstige brands in Unilever that we will dip into when we believe the time is right.
The innovation rhythm and competitive landscape in Beauty and Personal Care category is diverging. To bring more focus and leverage our strong portfolio, we transitioned into 2 independent business units namely Beauty & Wellbeing and Personal Care from 1 st April, 2024. It will help us seed new brands, rapidly scale digital first innovations and craft curated In-Store experiences.
B. Digital transformation
Technology continues to transform every aspect of our life and business. Rapid digital transformation has changed the way of life for consumers, customers, and suppliers. Consumers are increasingly aware of global trends through social media, they navigate between multiple channels and multiple devices to make buying decisions. Traditional trade customers are adopting technology and digital interventions to improve operational efficiency and become future fit while newer channels are leading technological disruption from the front. Suppliers across the industry are leveraging technology to substantially elevate product availability, quality, and operations. Digital is opening new opportunities, from digital marketing to emergence of digital first brands and use of data analytics in the business.
Through our agenda of 'Re-Imagine HUL', we have been at the forefront of this digitalisation journey. Under this program, we are embedding technology across the length and breadth of our company to build distinctive capabilities. For instance, our Agile Innovation Hub that uses technology to scrub data, identify trends and new demand spaces, enables for quick digital prototyping and deployment, and has significantly helped reduce the cycle time from ideation to product launch. Similarly, our 'Supply Chain Nerve Center' that will integrate the Plan, Source, Make and Deliver pillars by building an intelligent layer, will drive faster decision-making, better visibility and automated actions. We continue to make significant strides in our digitalisation journey of demand generation,
capture and fulfilment through a variety of tools and technologies that include nano factories, machine learning, digital marketing, D2C channels and end-to-end automated warehouses. To seize the digital opportunity and to continue to win competitively with consumers, we have appointed a Chief Digital Officer who will steer the next phase of HUL's digital transformation journey focusing on enhancing consumer and customer experience through digitalisation.
C. Sustainable living
Extreme fluctuations in weather conditions resulting from greenhouse gas emissions, plastic usage, unsustainable sourcing and water crises are impacting consumer sentiments, livelihoods and safety. Society demands a more proactive response from businesses. Consumers are rapidly shifting towards sustainable choices, driving a global movement for change. With rising public consciousness, businesses are expected to shift to sustainable operations to protect our planet. The cost of inaction far outweighs the cost of action.
HUL has been a pioneer in campaigning for the cause of sustainable business operations in India. Guided by our purpose of 'making sustainable living commonplace', sustainability is deeply ingrained in all our operations here at HUL. We have outlined our Environmental, Social and Governance (ESG) goals (refer page 14) against which we have made significant progress. We are a recognised industry leader with one of the best ESG ratings in the Indian FMCG industry. In our manufacturing operations, we have reduced our CO2 emissions by 98% (per tonne of production), water usage by 47% (cubic meter per tonne of production) and total waste generated from our factories by 58% (per tonne of production) in FY 2023-24, compared to 2008 baseline. We are working to reach 100% sustainable sourcing of our key crops. Through focused programmes, we have achieved sustainable sourcing for 94% of our total paper and board, 81% of our total tomatoes and 79% of our total tea procured during the calendar year 2023. We are committed to responsibly sourcing palm oil and aim to be 100%
No Deforestation, No Peat (NDP) compliant in India.
Through Hindustan Unilever Foundation (HUF), a not-for-profit subsidiary, we are driving water management related community development initiatives. HUF's water potential created stood at over 3.2 trillion litres which is sufficient water to meet the drinking needs for all Indians for nearly 2 years.
D. Healthy living
Consumers are becoming increasingly conscious of their consumption choices and its impact on their holistic health and wellness. When it comes to Foods & Refreshment, consumers are opting for products that provide nutritional, long-term benefits. They are also foraying into health supplements and science-backed brands. Within Home and Personal Care, clean, natural products free from harmful toxins and chemicals are increasingly becoming popular. Consumers want to know the ingredients used to make products they consume and seek products with transparent labelling.
With nutrition drinks, HUL is addressing the prevalent micro-nutrient deficiency in the country. We have strengthened our adult nutrition drinks portfolio, focusing on specific health concerns ranging from diabetes to women's health to bone strength through scientifically backed brands. Through our strategic partnerships with OZiva and Wellbeing Nutrition, we have increased our presence in the health and well-being segment with clean, plant based, organic nutritive choices and continue to scale these businesses, leveraging our existing capabilities. We continue to expand our play in the clean and naturals segment across beauty and personal care, be it via Simple, Love, Beauty and Planet or Indulekha or in home care through our plant-based, paraben-free dishwash formulations.
OUR RISKS AND OPPORTUNITIES
Our risk appetite and approach to risk management
Risk management is integral to our strategy and to the achievement of our long-term goals.
Our success as an organisation depends on our ability to identify and leverage the opportunities generated by our business and the markets we operate in. In doing this, we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Board's Agenda, which is where we believe it should be.
HUL's appetite for risk is driven by the following:
• Our actions on issues such as plastic and climate change must reflect their urgency, and not be constrained by the uncertainty of potential impacts;
• Our behaviours must be in line with our Code of Business Principles (Code) and Code Policies;
• Our ambition to continuously improve our operational efficiency and effectiveness.
Our approach to risk management is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to HUL's Senior Management and Board and Board Committees including, where appropriate, the Chief Executive Officer and Managing Director, Chief Financial Officer, Audit Committee, and Risk Management Committee.
For each of our principal risks, we have a risk management framework detailing the internal controls we have in place and who is responsible for managing both the overall risk and the individual controls mitigating that risk. Our assessment of risk considers short and long term as well as internal and external risks, including financial, operational, sectoral, sustainability (particularly Environmental, Social and Governance related risks), information, cyber security, legal and compliance, and any other risks as may be determined by the Company Leadership teams. How the identified risks are changing as well as emerging risk areas are reviewed on an ongoing basis, and formally by Risk Management Committee and the Board at least twice a year.
Processes
We engage in a wide range of processes and activities across our operations covering strategy, planning, execution, and performance management. Risk management is integrated into every stage of the business cycle. These procedures are formalised and documented and are increasingly being centralised and automated into transactional and other information technology systems.
Risk and Internal Adequacy
The Board advised by the Risk Management Committee, where appropriate, regularly reviews the significant risks and decisions that could have a material impact on HUL. These reviews consider the level of risk that the Company is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.
The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal controls environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.
Principal risks
In the following pages, we have identified the risks that we currently regard as the most relevant to our business. These are the risks that we see as most material to HUL's business and performance at this time. There may be other risks that could emerge in the future.
Our principal risks have not changed this year. However climate change and increased vulnerability of systems and information have accentuated the risks in these areas. Much of our risk mitigation focus during the year has been on managing these risks.
We regularly review our risk areas and the Company's leadership retains the responsibility for determining the nature and extent of significant risks and drawing out commensurate mitigation plans. We identify the most relevant risks for our business and reflect on whether the level of risk associated with each of our principal risks is increasing or decreasing.
We set out below our principal risks, certain mitigating actions that we believe help us to manage our risks, and the increase/decrease corresponding to each of the these.
Preference
Consumer tastes, preferences, and behaviours are changing more rapidly than ever before. The increased competitive intensity due to entry of new players may fuel it further.
We see a growing trend for consumers preferring brands which meet both their functional needs and have an explicit social or environmental purpose. Under indexation of product portfolio in segments, where substantial market is moving to, may lead to loss of market share and long-term competitive disadvantage. Our ability to create innovative products that continue meeting the needs of consumers and deploy the right communication, both in terms of messaging content and medium, are critical to the continued strength of our brands.
Our R&D function actively identifies ways to translate trends in consumer preferences into new technologies for incorporation in future products.
Our innovation management process converts category strategies into projects which deliver new products to market.
We develop product ideas both in-house and with selected partners to enable us to respond to rapidly changing consumer trends with speed.
Our brand communication strategies are designed to optimise digital communication opportunities. We develop and customise brand messaging content, specifically for each of our chosen communication channels (both traditional and digital) to ensure that our brand messages reach our target consumers. Our brand teams are driving social purpose into their brand's proposition and communications.
Change
Increase in and changes in regulations, that have applicability at both Central and State level, related to levy of direct/ indirect taxes, data privacy, corporate governance, listing and disclosure, food standards compliance, packaged commodities, labour laws, consumer communications and advertising, imports, among others, and manner of enforcement may lead to adverse impact on growth and profitability and increased exposure to civil and/or criminal actions leading to damages, fines, and criminal sanctions against us and/or our employees with possible consequences for our corporate reputation. Changes to laws and regulations could have a material impact on the cost of doing business.
Our supply chain network is exposed to potentially adverse events, such as physical disruptions, environmental and industrial accidents, labour unrest, trade restrictions, or disruptions at a key supplier, which could impact our ability to deliver orders to our customers.
The cost of our products can be significantly affected by the cost of the underlying commodities and materials from which they are made. Fluctuations in these costs may negatively impact business, especially if such movements are not effectively managed.
Geopolitical uncertainty around the world has challenged and continues to challenge the resilience and continuity of our supply chain. Maintaining manufacturing and logistics operations will continue to require ongoing focus and flexibility.
Commodity price risk is actively managed through forward buying of traded commodities, other hedging mechanisms and product pricing. Trends are monitored and modelled regularly and integrated into our forecasting process.
We have policies and procedures designed to ensure the health and safety of our employees and the products in our facilities, and to deal with major incidents including business continuity and disaster recovery.
Transformation
We are continually engaged in major change projects, including acquisitions, disposals, and organisational transformation, to drive continuous improvement in our business and to strengthen our portfolio and capabilities. We have an extensive programme of transformation projects. Ineffective execution of strategic business transformation projects could result in under-delivery of the expected benefits/synergies, inability to unlock growth opportunities, and a significant negative impact on the value of the business. Continued digitisation of our business models and processes, together with enhancing data management capabilities, is a critical part of our transformation.
Economic
Volatility
Prolonged and accentuated commodity price increases; rise in unemployment, fall in disposable incomes could lead to a demand shock.
Packaging
Consumer and customer responses to environmental impact of plastic waste and emerging regulations by Government to tax or ban the use of certain plastics, require us to find solutions to reduce the amount of plastic we use; increase recycling post-consumer use; and to source recycled plastic for use in our packaging. Not only is there a risk around finding appropriate replacement materials, due to high demand, but the cost of recycled plastic or other alternative packaging materials could significantly increase in the foreseeable future and this could impact our profitability. We could also be exposed to higher costs as a result of taxes or fines if we are unable to comply with plastic regulations which would again impact our profitability and reputation
Advocacy: We are working with Government and Industry bodies on packing substitutes, putting in place a National Framework on Extended Producers Responsibility (EPR), harmonisation of regulations on plastic waste management between the Central & State Regulations, improving recycling infrastructure for plastics.
Collection and Recovery: We are driving waste management pilots through tie-ups with various companies/NGOs deploying mass collection, processing and disposal models. We are also helping consumers to understand waste segregation and disposal methods. Through our partners, we collect and safely dispose more plastic than we use in packaging of our products.
Design and development of alternative packaging: We are committed to make 100% of our plastic packaging reusable, recyclable, or compostable by 2025 and are working on innovative solutions for accelerated development of alternative packaging and associated Supply Chain capability in order to reduce usage of virgin plastic.
The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase. Such an attack could inhibit our business operations in a number of ways, including disruption to sales, production and cash flows, ultimately impacting our results. Increasing digital interactions with customers, suppliers, and consumers place greater emphasis on the need for secure and reliable IT infrastructure and careful management of the information that is in our possession to ensure data privacy. Given the changes in ways of working of all our employees as well as our customers and suppliers, with increased activities online, there has been a greater reliance on certain elements of our IT infrastructure. We are particularly reliant on third party experts in this space and thus the impact of any disruptions on their operations also pose a risk for us. Accelerated pace of digitisation of our operations also gives rise to the need to detect and mitigate risks arising from technological advancements such as deployment of Al, Robotics Process Automation, Machine Learning.
We also maintain a robust system for the control and reporting of access to our critical IT systems. This is supported by an annual programme of testing of access controls. We have policies covering the protection of both business and personal information, as well as the use of IT systems and applications by our employees. Our employees are trained to understand these requirements. We also have a set of IT security standards and closely monitor their operation to protect our systems and information. We have moved all systems and data to cloud this year. Robust and scalable system architecture with multi-level redundancy, is built on the cloud that allows real time data replication capability. This ensures system resilience including minimum downtime of the systems and minimum to zero data loss in case of any disaster. We have standardised ways of hosting information on our public websites and have systems in place to monitor compliance with appropriate privacy laws and regulations, and with our own policies. We are increasingly putting in place review and monitoring frameworks for new age automations to assess inherent open risks and mitigate the same.
The risk that raw materials are accidentally or maliciously contaminated throughout the supply chain or that other product defects occur due to human error, equipment failure, or other factors cannot be excluded. Labelling errors can have potentially serious consequences for both consumer safety and brand reputation. Therefore, on-pack labelling needs to provide clear and accurate ingredient information so that consumers can make informed decisions regarding the products they buy.
A skilled workforce and agile ways of working are essential for the continued success of our business.
With the rapidly changing nature of work and skills, there is a risk that our workforce is not equipped with the skills required for the new environment. Our ability to attract, develop, and retain a diverse range of skilled people is critical if we are to compete and grow effectively. The loss of management or other key personnel or the inability to identify, attract, and retain qualified personnel could make it difficult to manage the business and could adversely affect operations and financial results. We now work in an interweaving ecosystem of physical and virtual work spaces and our ability to manage hybrid ways of working will be the key to operational effectiveness.
Over the years we have developed a good equity to attract top talent. We have an integrated management development process which includes regular performance reviews, underpinned by a common set of leadership behaviours, skills, and competencies. We have development plans to upskill and reskill employees for future roles and will bring in flexible talent to access new skills. We have targeted programmes to attract and retain top and niche talent, and we actively monitor our performance in retaining a diverse talent pool.
Acting in an ethical manner, consistent with the expectations of customers, consumers, and other stakeholders, is essential for the protection of the reputation of HUL and its brands.
Any significant breach to our Code by employees or extended enterprises would lead to damage to HUL's corporate reputation and business results.
Climate change may impact our business in various ways through increased costs or reduced growth and profitability. Physical environment risks such as water scarcity could impact our operations, reduce demand for our products that require water during consumer use or decrease sales on account of reduced product efficacy due to water shortage. Uncertainty in timing and severity of summer, winter, and monsoon may impact the seasonal swings that we get on our mixes.
Increased frequency of extreme weather events such as high temperatures, hurricanes, or floods could cause increased incidence of disruption to our supply chain, manufacturing, and distribution network. Market risks associated with the energy transition and rising energy prices could disrupt our operations and increase costs. Our inability to reduce our carbon footprint and meet conscious consumption agenda across consumer segments may be detrimental to our reputation and growth in the long term.
• Remove as much carbon from our operations and supply chain as we can
• Sustainably source all our key commodities
• Ensure deforestation-free supply chain
In order to deal with the water scarcity and quality problems in the country, we are making water-saving formulations available for seasonal deployment across portfolios. We also have ongoing plans to de-seasonalise our product portfolios to deal with extreme unfavourable seasonal swings. We monitor governmental developments around actions to combat climate change and take proactive action to minimise the impact on our operations.
Opportunities
Portfolio
We have a strong governance mechanism in place consisting of cross-functional steering committees to action our ESG goals. We are constantly driving advocacy around sustainability and getting broader industry participation to lead the change.
Financial Review
Results
(Rs crores)
Division Wise Turnover
For the year ended 31st March, 2024
For the year ended 31st March, 2023
Summarised Profit and Loss Account
Key Financial Ratios
Increase in Debt Equity ratio is on account of higher lease liabilities during the year
There is no significant change (i.e. change of 25% or more as compared to the FY 2022-23) in the other key financial ratios.
Explanation to Key Financial Ratios
(i) Return on Net Worth (%)
Return on Net Worth is a measure of profitability of a Company expressed in percentage. It is calculated by dividing total comprehensive income by average shareholder's equity.
(ii) Return on Capital Employed (%)
Return on Capital Employed indicates the ability of a Company's management to generate returns for both the debt holders and the equity holders. It measures a Company's profitability and the efficiency with which its capital is used. It is calculated by dividing profit before exceptional items, interest and tax by capital employed. Capital Employed = Tangible net worth + Total debt + Deferred tax liabilities.
(iii) Basic EPS
Earnings Per Share (EPS) is the portion of a Company's profit allocated to each share. It serves as an indicator of a Company's profitability. It is calculated by dividing Profit for the year by weighted average number of shares outstanding during the year.
(iv) Debtors Turnover
Debtors Turnover measures the efficiency at which the Company is managing the receivables. The ratio shows how well a Company uses and manages the credit it extends to customers and how quickly short- term debt is collected or is paid. It is calculated by dividing turnover by average trade receivables.
(v) Inventory Turnover
I nventory Turnover measures the efficiency with which a Company utilises or manages its inventory. It establishes the relationship between sales and average inventory held during the period. It is calculated by dividing turnover by average inventory.
(vi) Interest Coverage Ratio
Interest Coverage Ratio measures how many times a Company can cover its current interest payment with its available earnings. It is calculated by dividing earnings available for debt service by interest payments.
(vii) Debt Service Coverage Ratio
Debt Service coverage ratio is used to analyse the firm's ability to pay-off current interest and instalments. It is calculated by dividing earnings available for debt service by debt service.
(viii) Current Ratio
Current Ratio indicates a Company's overall liquidity position. It measures a Company's ability to pay short-term obligations or those due within one year. It is calculated by dividing the current assets by current liabilities.
(ix) Debt Equity Ratio
Debt Equity ratio is used to evaluate a Company's financial leverage. It is a measure of the degree to which a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing total debt by shareholder's equity.
(x) Operating Profit Margin (%)
Operating Profit Margin is used to calculate the percentage of profit a Company produces from its operations. It is calculated by dividing EBIT by turnover.
(xi) Net Profit Margin (%)
The net profit margin is equal to how much net profit is generated as a percentage of revenue. It is calculated by dividing net profit by turnover.
Economic Value Added What is EVARs
Traditional approaches to measuring Shareholder's Value Creation have used parameters such as earnings capitalisation, market capitalisation and present value of estimated future cash flows. Extensive equity research has established that it is not earnings per se, but VALUE that is important. A measure called 'Economic Value Added' (EVA) is increasingly being applied to understand and evaluate financial performance.
*EVA = Net Operating Profit after Taxes (NOPAT) - Cost of Capital Employed (COCE), where
NOPAT = Profits after depreciation and taxes but before interest costs. NOPAT thus represents the total pool of profits available on an ungeared basis to provide a return to lenders and shareholders.
COCE = Weighted Average Cost of Capital (WACC) x Average Capital employed.
Cost of debt is taken at the effective rate of interest applicable to an 'AAA' rated Company like HUL for a short term debt, net of taxes. We have considered a pre tax rate of 7.69%.
Cost of Equity is the return expected by the investors to compensate them for the variability in returns caused by fluctuating earnings and share prices.
Cost of Equity = Risk free return equivalent to yield on long term Government Bonds + Market risk premium (x) Beta variant for the Company, where Beta is a relative measure of risk associated with the Company's shares as against the market as a whole. Thus, HUL's cost of equity = 10.70%.
What does EVA showRs
EVA is residual income after charging the Company for the cost of capital provided by lenders and Shareholders. It represents the value added to the Shareholders by generating operating profits in excess of the cost of capital employed in the business.
When will EVA increaseRs
EVA will increase if:
a Operating profits can be made to grow without employing more capital, i.e. greater efficiency.
b Additional capital invested in projects that return more than the cost of obtaining new capital, i.e. profitable growth.
c Capital is curtailed in activities that do not cover the cost of capital, i.e. liquidate unproductive capital.
EVA in practice at Hindustan Unilever Limited
At Hindustan Unilever Limited, the goal of sustainable long term value creation for our Shareholders is well understood by all the business groups. Measures to evaluate business performance and to set targets take into account this concept of value creation.
IND AS
Other Financial Disclosures
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Integrated Annual Report.
During the Financial Year, there was no amount proposed to be transferred to Reserves.
Capital Expenditure (including Intangible Assets) during the financial year was at Rs1,318 crores (Rs1,042 crores in the previous financial year).
During the Financial Year, the Company did not accept any public deposits as defined under Chapter V of the Companies Act, 2013 (the Act).
The Company manages cash and cash flow processes assiduously, involving all parts of the business. There was cash and bank balance of Rs7,216 crores (FY 2022-23: Rs4,422 crores), as on 31st March, 2024. The Company's low debt equity ratio provides ample scope for gearing the Balance Sheet, should the need arise. Foreign Exchange transactions are fully covered with strict limits placed on the amount of uncovered exposure, if any, at any point in time. There are no materially significant uncovered exchange rate risks in the context of Company's imports and exports. The Company accounts for mark-to- market gains or losses every quarter end in line with the requirements of Ind AS 21.
Foreign Exchange Earnings and Outgo
The details of foreign exchange earnings and outgo as required under Section 134 of the Act and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below:
Includes all Indian subsidiaries, except Unilever Nepal Limited
Performance of Subsidiaries
The summary of performance of the Company's subsidiaries is provided as below:
Unilever India Exports Limited
Unilever India Exports Limited (UIEL) is a wholly owned subsidiary of the Company and is engaged in Fast Moving Consumer Goods (FMCG) exports business. The focus of the FMCG exports operation is two-fold: to expand global presence of brands, such as Vaseline, Dove, Pears, Bru, Lakme, Sunsilk, Horlicks and Boost and to effectively provide cross-border sourcing of FMCG products to other Unilever companies across the world.
The turnover of UIEL was driven by products in Skin Care, Nutrition Drinks, Hair Care and Personal Wash. Brands like Dove, Horlicks, Vaseline, Pears, Bru, Sunsilk, Glow and Lovely, Pond's, Lakme, Lifebuoy have contributed in the focused markets.
Lakme Lever Private Limited
Lakme Lever Private Limited (LLPL) is a wholly owned subsidiary of the Company. LLPL is engaged in Salon business and also operates a manufacturing unit at Gandhidham, Gujarat which carries out job work operations for HUL.
LLPL delivered resilient top line growth. With focus on quality of operations, expert treatments and prudent cost optimisation, the salon business continued to perform well in the beauty services category. Job work business continued to do well.
LLPL has over 450 owned and managed & franchisee Salons. The extended team comprising the housekeeping staff, experts, salon managers and business partners were trained and audited continuously to ensure complete adherence to protocols. LLPL has also dialled up expertise by enhancing training and launching its flagship Salon at Powai, Mumbai. By ensuring safety and keeping customer satisfaction as focus, LLPL's Net Promoter Score continued to be above 90%. Lakme Salons continued to improve quality and expertise across all touch points in customer journey with trendsetting look & #UnapologeticallyME campaign.
Innovations like Quintessential bridal looks, Tressplex Collagen Treatment for normal & curly hair, Cappuccino Spa added excitement to Lakme Salon's comprehensive Runway Secrets portfolio. Thematic campaigns - Good Hair Day and Happy New You continued helping gain new clients and sustain existing ones. Lakme Salon continues to be the preferred option for franchisees in the beauty and wellness category attracting several professionals and entrepreneurs.
Hindustan Unilever Foundation
Hindustan Unilever Foundation (HUF) is a not-for-profit company that anchors water management related community development and sustainability initiatives of the Company.
HUF operates the 'Water for Public Good' programme, with a specific focus on water conservation, building local community institutions to govern water resources and enhancing farm-based livelihoods through adoption of judicious water practices. It aims to catalyse effective solutions to India's water challenges through a partnership approach involving the Government, communities, experts and mission-based organisations.
HUF partners with non-profit organisations in water- stressed regions across the country to support rural communities with water conservation and regenerative agricultural practices amongst farmers. The initiative has delivered a cumulative and collective water potential of over 3.2 trillion litres through improved supply and demand water management, over 2.1 million tonnes of additional agricultural and biomass production, and over 114 million person-days of employment due to project interventions*. Till now, HUF's programmes have reached more than 15,000 villages across India.
*Assured by an independent external firm.
Unilever Nepal Limited
Unilever Nepal Limited (UNL) is a subsidiary of the Company listed on Nepal Stock Exchange and is engaged in marketing and manufacturing products related to Beauty & Wellbeing, Personal Care and Home Care in Nepal for the past 30 years.
Despite a challenging business environment in Nepal, (impacted by national liquidity crunch, low foreign reserves and rising migration), UNL has demonstrated resilient performance with flat growth for this year and held its profitability on par with past years performance. To boost consumer franchise, UNL has invested in advertising and promotion spends across various mediums in Nepal.
Unilever India Limited
Unilever India Limited (UIL) is a wholly owned subsidiary of the Company incorporated to leverage the growth opportunities in a fast-changing business environment. UIL has a Home Care factory in Sumerpur, Uttar Pradesh.
The state-of-the-art spray dried detergent factory manufactures Home Care products for Company. It is designed to make the best use of digital 4th industrial revolution, guaranteeing world class performance in people safety, product quality, innovation lead times and environmental performance. The site's integrated design allows for an ecosystem of material suppliers, logistic operators and manufacturing partners to be located at the site for optimal supply chain integration.
This unit is firmly on its path to be Unilever's first gender balanced factory in South Asia and currently has 170+ female employees. It is an inspiring example of the path breaking work being done to increase female representation in our shop floors through Project Samavesh.
In the current Financial Year, UIL has ramped up its operations and has delivered robust volume growth. The top-line and bottom-line growth is in line with the growth in volumes.
Zywie Ventures Private Limited
Zywie Ventures Private Limited (ZVPL) is a subsidiary of the Company engaged in the business of Health and Well-being products under the brand name of 'OZiva'. The Company acquired 53.34% stake (51.00% on a fully diluted basis) in ZVPL on 10th January, 2023.
OZiva is a plant-based and clean label consumer wellness brand focused on need spaces such as Lifestyle Protein, Hair & Beauty Supplements and Women's Health. OZiva is a digital-first brand with an omnichannel approach, available on its D2C website, digital marketplaces and a growing offline presence. ZVPL has a strong inhouse R&D team comprising Ph.D.s, Phyto-chemists and Biotechnologists.
This investment is in Line with the Company's strategy to enter fast evolving growth space of Health and WeLL-being.
Other Subsidiaries
Daverashola Estates Private Limited is a subsidiary of the Company which currently has no business activity. There is an ongoing litigation on the property owned by the company in Tamil Nadu.
Levers Associated Trust Limited, Levindra Trust Limited and Hindlever Trust Limited, subsidiaries of the Company, act as trustees of the employee benefits trusts of your Company.
The National Company Law Tribunal, Mumbai Bench (Tribunal) vide its order dated 18th December 2023, approved the voluntary liquidation of Bhavishya Alliance Child Nutrition Initiatives (BACNI) a not-for-profit subsidiary of the Company. BACNI was liquidated with effect from 27th December, 2023.
Further, vide its order dated 16th January, 2024, the Tribunal approved the Scheme for merger of Pond's Exports Limited and Jamnagar Properties Private Limited into Unilever India Exports Limited. The amalgamation was effective from 13th February, 2024.
Audit & Auditors Statutory Auditors
In terms of provisions of Section 139 of the Act, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) were re- appointed as Statutory Auditors of the Company at the 86th Annual General Meeting (AGM) held on 29th June, 2019, to hold office till the conclusion of 91st AGM of the Company. The Report given by M/s. BSR & Co. LLP, on the financial statements of the Company for the FY 2023-24 is part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, M/s. BSR & Co. LLP has filed a report under Section 143(12) of the Act in Form ADT-4 as prescribed under RuLe 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. However, they have not reported any instances of frauds committed in the Company by its officers or employees involving an amount of Less than Rs1 crores to the Audit Committee or Board under Section 143(12) of the Act. Therefore, no detail is required to be disclosed in the Director's Report under Section 134(3)(ca) of the Act.
As the term of M/s. B S R & Co. LLP as the Statutory Auditors of the Company expires at the conclusion of 91st AGM, the Board of Directors of the Company at their meeting held on 24th April, 2024, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013), as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 91st AGM tiLL the conclusion of the 96th AGM. AccordingLy, an Ordinary ResoLution, proposing appointment of M/s. WaLker Chandiok & Co. LLP, as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 91st AGM of the Company. The Company has received the written consent and a certificate that M/s. WaLker Chandiok & Co. LLP satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shaLL be in accordance with the appLicabLe provisions of the Act and ruLes framed thereunder.
M/s. WaLker Chandiok & Co. LLP, is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. It was estabLished in the year 1935 and is a Limited Li a b i Li ty Partnership Firm incorporated in India. It has its registered office at L-41, Connaught Circus, New DeLhi - 110001 apart from 15 other branch offices in various cities in India. It is primariLy engaged in providing audit and assurance services to its cLients.
Secretarial Auditors
The Board, at its meeting heLd on 27th ApriL, 2023 had appointed M/s. S. N. Ananthasubramanian & Co., (ICSI Unique Code: P1991MH040400) Company Secretaries to conduct SecretariaL Audit for the FY 2023-24. The SecretariaL Audit Report forms part of this Integrated AnnuaL Report and does not contain any quaLification, reservation or adverse remark. During the year under review, the SecretariaL Auditor has not reported any fraud under Section 143(12) of the Act.
In Line with the best governance practices codified under our Corporate Governance Code, the SecretariaL Auditor must be rotated every ten years and a cooLing off period of three years must have eLapsed to be re-appointed by the Company. AccordingLy, in terms of provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of ManageriaL PersonneL) RuLes, 2014, the Board, at its meeting heLd on 19th January, 2024 had appointed M/s. Parikh & Associates, Company Secretaries (ICSI Unique Code: P1988MH009800) to conduct SecretariaL Audit for the FY 2024-25.
M/s. Parikh & Associates is a firm of Practising Company Secretaries founded in 1987. The firm provides professionaL services in the fieLd of Corporate Laws, SEBI ReguLations, FEMA ReguLations incLuding carrying out SecretariaL Audits, Due DiLigence Audits and CompLiance Audits. The firm is Peer Reviewed and QuaLity Reviewed by the Institute of the Company Secretaries of India.
Cost Records and Cost Audit
In terms of provisions of Section 148 of the Act read with the Companies (Accounts) RuLes, 2014, Cost Audit is appLicabLe for foLLowing businesses such as Coffee, Drugs and PharmaceuticaLs, Insecticides, MiLk Powder, Organic ChemicaLs, Other Machinery, PetroLeum Products, Tea, etc. The accounts and records for the above appLicabLe businesses are made and maintained by the Company as specified by the CentraL Government under Section 148 (1) of the Act.
The Board, at its meeting heLd on 27th ApriL, 2023 had appointed M/s. R A & Co., Cost Accountants (Firm Registration No. 000242) to conduct Cost Audit for the FY 2023-24. During the year under review, M/s. R A & Co. has not reported any fraud under Section 143(12) of the Act.
During the year, due to a casuaL vacancy in the office of the Cost Auditors, pursuant to disquaLification incurred by M/s. R A & Co., Cost Accountants, the Board, at its meeting heLd on 24th ApriL, 2024, based on the recommendation of the Audit Committee, has appointed M/s. R Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010) as the Cost Auditors of the Company for FY 2023-24 and FY 2024-25. M/s. R Nanabhoy & Co., Cost Accountants, being eLigibLe, have consented to act as the Cost Auditors of the Company for FY 2023-24 and FY 2024-25 and are in the process of carrying out the cost audit for appLicabLe products for the FY 2023-24. The foLLowing remuneration is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AnnuaL GeneraL Meeting:
* ExcLusive of taxes and re-imbursement of out-of-pocket expenses incurred by the Cost Auditors in connection with the aforesaid audit.
M/s. R. Nanabhoy & Co, Cost Accountants was estabLished in the year 1948. It has its registered office at 1st FLoor, Sadhana Rayon House, 221, Dadabhai Naoraji Road, Borabazar Precinct, Fort , Mumbai - 400001. It is primariLy engaged in providing wide spectrum of services in the areas of Cost and Management Accounting.
Internal Financial Controls
The Company has a robust InternaL FinanciaL ControL framework which is estabLished in accordance with the Committee of Sponsoring Organisation (COSO) framework. The detaiLs of InternaL FinanciaL ControL framework, form a part of the Corporate Governance Report of this Integrated AnnuaL Report.
Material Developments In Human Resource Front
The Company recognises that buiLding a cuLture that prioritises weLL-being and empowers peopLe to Learn and deveLop is criticaL to its Long- term success.
During the year, the Company has continued to invest in peopLe through Learning and deveLopment sessions of over 1,00,000+ hrs. Through weLL-defined poLicies, we foster a cuLture of positive work environment enabLing empLoyees to perform at their highest potentiaL and consistency deLiver resuLts. The Company continues to make inroads in incLusion through muLtipLe pioneering programmes and poLicies. As a resuLt of our Leading practices, the Company has continued to retain its position as #1 EmpLoyer of Choice across sectors in top Business schooLs as weLL as
the preferred empLoyer of women titLe. For further detaiLs pLease refer page 84.
Employee Stock Option Plan (ESOP)
The empLoyees of the Company are eLigibLe for UniLever share award pLans, nameLy AnnuaL Share PLan (ASP), Performance Share PLan (PSP) and the SHARES pLan.
Starting 2024, UniLever is moving away from Performance Share PLan to AnnuaL Share PLan for its junior and middLe management taLent. Under the scheme eLigibLe empLoyees wiLL receive shares of the hoLding company. For 2024 PersonaL Differentiation Factor wiLL be awarded for the impact, Leadership and future fitness of an individuaL with a range of 0 - 200%. Vesting period wouLd be 3 years with no business performance conditions being appLied at the time of vesting. The Target ASP share award is equivaLent to 50% of the Target Bonus for junior management and 100% of the Target Bonus for middLe management.
The Senior Management are eLigibLe to receive a conditionaL grant of UniLever shares under the Performance Share PLan (PSP) on an annuaL basis. The actuaL share grant is determined by the Line manager basis the empLoyees' sustained impact, Leadership and future- fit taLent profiLe. These shares vest after a 3-year period with vesting being determined by Company performance against metrics. The performance measures for PSP for grants being made effective 2024 are UnderLying SaLe Growth, ReLative TotaL SharehoLder Return, UnderLying Return on Invested CapitaL and SustainabiLity Progress Index. The awards under PSP pLans wiLL vest after 3 years between 0% and 200% of grant LeveL, depending on the achievement against the performance metrics.
During the year under review, the Company has introduced the Hindustan UniLever Limited Performance Share PLan Scheme, 2024 (Scheme). Under the Scheme eLigibLe empLoyees wouLd receive 62% of their ASP Award or PSP Award denominated in UniLever PLC Shares and the remaining 38% of the award vaLue wouLd be denominated in HUL Shares. Other terms and conditions on determination of vaLue of grants for the award and vesting conditions continue to remain the same as under the UniLever AnnuaL Share PLan and Performance Share PLan Scheme. The Scheme was considered and duLy approved by the SharehoLders on 5th March, 2024 vide PostaL BaLLot. The grants under the Scheme are further subject to necessary statutory approvaLs and wouLd be made in conformity with the appLicabLe Laws. No shares were awarded to empLoyees under the Scheme during the FY 2023-24.1
Further, under the SHARES PLan, eLigibLe empLoyees can invest in the shares of UniLever PLC (hoLding company) up to a specified amount and after three years, one share is granted to the empLoyees for every three shares invested, subject to the fuLfiLment of conditions of the pLan. The hoLding company charges the Company for the grant of shares to the Company's empLoyees based on the market vaLue of the shares on the exercise date.
Disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, are uploaded on the website of the Company at www.hul.co.in.
Particulars of Employees and Related Disclosures
Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as an Annexure to this Integrated Annual Report.
The statement containing particulars of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Rules are available on the Company's website at www.hul.co.in.
Dividend
Your Directors are pleased to recommend a Final Dividend of Rs24/- per equity share of face value of Rs1/- each for the year ended 31st March, 2024. The Interim Dividend of Rs18/- per equity share was paid on Thursday, 16th November, 2023.
The Final Dividend, subject to the approval of Members at the Annual General Meeting on Friday, 21st June, 2024, will be paid on or after 25th June, 2024, to the Members whose names appear in the Register of Members, as on the Book Closure date, i.e. from Saturday, 15th June, 2024 to Friday, 21st June, 2024 (both days inclusive). The total dividend for the financial year, including the proposed Final Dividend, amounts to Rs42/- per equity share and will absorb Rs9,868 crores. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.
Unpaid / Unclaimed Dividend
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, ^13.77 crores of unpaid / unclaimed dividends were transferred during the year to the Investor Education and Protection Fund.
Mergers, Acquisitions & Divestments
During the year under review, the Company has entered into a strategic partnership with Brookfield to set up a solar energy park with 45 MW capacity in Rajasthan. This will help the Company in its journey towards Net zero commitment. The project is being developed at the site of Brookfield's solar park, being undertaken as a part of Brookfield Global Transition Fund (Brookfield). The Board, at its meeting held on 1st December, 2023, approved an equity investment of up to 27.73% in Transition Sustainable Energy Services One Private Limited, a Special Purpose Vehicle (SPV) incorporated by Brookfield, a leading global alternative asset manager with one of the world's largest renewable power platforms. The SPV is formed under the Government's Group Captive Open Access Renewable Energy Scheme. This is seen as a transformative partnership that aligns with environmental and economic sustainability and will help stakeholders across the value chain. As on the date of this Integrated Annual Report, the Company has completed the acquisition of 22.33% of equity share capital of the SPV.
The Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with the FEMA Regulations with respect to the downstream investment made in the SPV.
Particulars of Loan, Guarantee or Investments
Details of loans, guarantee or investments made by the Company under Section 186 of the Act, during FY 2023-24 are appended as an Annexure to this Integrated Annual Report.
Governance, Compliance and Business Integrity
The Legal function of the Company continues to be a valued business partner that provides solutions to protect the Company and enable it to win in the brittle, anxious, non-linear and incomprehensible environment. Through its focus on creating 'Value with Values', the function provides strategic business partnership in the areas including product claims, mergers and acquisitions, legislative changes, combatting unfair competition, business integrity and governance. The function works with the growth enabler mindset.
As the markets continue to be disrupted with newer technologies and ever-evolving consumer preferences, the need to have a framework around data security and privacy is paramount. The Company continues to ensure it has appropriate framework and safeguards for data privacy of its stakeholders with enhanced legal and security standards. The legal function of the Company continues to embrace newer technologies to make the function future ready to support the growth agenda of the business.
The Company is of the view that the menace of counterfeits can be effectively addressed if enforcement actions are supplemented with building awareness amongst the consumers of tomorrow. We continued to engage with various stakeholders including e-Commerce Channel Partners, Industry Bodies and Regulators to curb the menace of counterfeiting across channels and markets, including through the import route to the country.
The Legal function of the Company works with leading Industry Associations, National and Regional Regulators and Key Opinion Formers to develop a progressive regulatory environment in the best interest of all stakeholders.
Business Integrity
Our principles and values apply to all our employees through our Code of Business Principles (CoBP) and Code Policies. Our employees undertake mandatory annual training on these Policies via online learning modules and sign an annual Business Integrity Pledge. Our Business Integrity governance framework includes clear processes for dealing with CoBP breaches.
During the year under review, 87 incidents were reported across all areas of our CoBP and Code Policies, with 41 confirmed breaches. During the year, we terminated employment of 16 employees and issued 20 warning letters as a consequence of such breaches.
The CoBP and Code Policies reflect our desire to fight corruption in all its forms. We are committed to eradicating any practices or behaviours though our zero-tolerance approach to such practices. The CoBP is periodically refreshed and updated so that it provides a current reflection of the way we do business at Unilever. The Code Policies have also been reviewed to align them with the changes in the internal and the external environment.
Our Responsible Partner Policy helps to give us visibility of our third parties to ensure their business principles are consistent with our own.
Corporate Governance
Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
Prevention of Sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (IC). Our POSH Policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI+ community.
During the year, 7 (seven) complaints with allegations of sexual harassment were received by the Company, all of which were investigated and resolved as per the provisions of the POSH Act. To build awareness in this area, the Company has been conducting induction/ refresher programmes on a continuous basis. During the year, the Company organised offline training sessions on the topics of Gender Sensitisation and Code Policies including POSH for all office and factory based employees.
Related Party Transactions
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction (RPT) & Dealing with Related Party Transactions which is also available on the Company's website at www.hul.co.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.
All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All Related Party Transactions are subject to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act, and Listing Regulations.
All RPTs entered during the year were in ordinary course of the business and at arm's length basis. No Material RPTs were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for FY 2023-24, is available on the Company's website at www.hul.co.in.
Board of Directors and Key Managerial Personnel Change in Directorate
During the year, Dr. Ashish Gupta (DIN: 00521511), tendered his resignation as the Independent Director of the Company, with effect from close of business hours on 26th June, 2023, citing pre-occupation and other personal commitments.
The Board places on record its appreciation for the leadership and invaluable contribution made by Dr. Gupta whose extensive knowledge and understanding of the digital ecosystem, coupled with his entrepreneurial experience played an important role in the Company's transformation journey.
The Board, at its meetings held on 20th July, 2023 and 1st December, 2023, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following appointments / re-appointment to the Board:
(a) the appointment of Ms. Neelam Dhawan (DIN: 00871445) as an Additional Director - Independent Director of the Company for a term of 5 (five) consecutive years with effect from 1st August, 2023.
(b) the re-appointment of Mr. Leo Puri (DIN: 01764813) as an Independent Director of the Company for a further term of 5 (five) consecutive years with effect from 12th October, 2023.
(c) the appointment of Mr. Tarun Bajaj (DIN: 02026219) as an Additional Director - Independent Director of the Company for a term of 5 (five) consecutive years with effect from 1st December, 2023.
The above-mentioned appointments / re-appointment were duly approved by the Members of the Company vide Postal Ballot(s) on 7th September, 2023 and 9th January, 2024, respectively.
Further, at its meeting held on 24th April, 2024, the Board approved the appointment of Mr. Biddappa Bittianda Ponnappa (Mr. Biddappa) (DIN: 06586886) as an Additional Director - Whole-time Director of the Company for a term of 5 (five) consecutive years with effect from 1st June, 2024. The appointment is subject to approval of the Shareholders at the ensuing AGM.
Retirement by rotation and subsequent re-appointment
Mr. Nitin Paranjpe (DIN: 00045204), Mr. Ritesh Tiwari (DIN: 05349994) and Mr. Dev Bajpai (DIN: 00050516), are liable to retire by rotation at the ensuing AGM and being eligible have offered their candidature for re-appointment.
As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.
Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
Key Managerial Personnel
Mr. Rohit Jawa (DIN: 10063590), Chief Executive Officer and Managing Director (CEO & MD), Mr. Ritesh Tiwari, Chief Financial Officer and Mr. Dev Bajpai, Company Secretary are the Key Managerial Personnel of the Company as on 31st March, 2024. During the year, Mr. Rohit Jawa succeeded Mr. Sanjiv Mehta (DIN: 06699923) as the CEO & MD and as the head of the Management Committee of the Company with effect from 27th June, 2023.
Management Committee
The day-to-day management of the Company is vested with the Management Committee, which is subjected to the overall superintendence and control of the Board. The Management Committee is headed by the CEO & MD and has Functional and Business Heads as its members.
During the year, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the following changes to the Management Committee:
(a) the appointment of Mr. Arun Neelakantan as the Chief Digital Officer with effect from 1st January, 2024.
(b) the appointment of Ms. Harman Dhillon as the Executive Director, Beauty & Well-being, in succession to Mr. Madhusudhan Rao, with effect from 1st April, 2024.
(c) the appointment Mr. Srinandan Sundaram as the Executive Director, Home Care in succession to Mr. Deepak Subramanian with effect from 1st April, 2024.
(d) the appointment of Mr. Shiva Krishnamurthy as the Executive Director, Foods and Refreshment in succession to Mr. Srinandan Sundaram with effect from 1st April, 2024.
Further, Mr. Biddappa will succeed Ms. Anuradha Razdan as Executive Director, Human Resources and Member of Management Committee of the Company with effect from 1st June, 2024.
Declaration from Independent Directors
The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:
• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;
• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and
• they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.
Meetings of the Board, Board Evaluation, Training and Familiarisation Programme & Vigil Mechanism
During the year, seven meetings of the Board of Directors were held.
The details of meetings held and Director's attendance, training and familiarisation programme and Annual Board Evaluation process for Directors, policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, composition of Audit Committee, establishment of Vigil Mechanism for Directors and employees, form a part of the Corporate Governance Report of this Integrated Annual Report.
Technology Absorption
HUL has a long tradition of being a responsible and pioneering business. Innovations for our great brands powered by deep consumer understanding combined with Science & Technology expertise are at the heart of HUL's ambition of sustainable growth.
Unilever R&D is known for innovating boldly for people and planet. It has 6 global R&D labs and 10 regional R&D hubs including 3 in India located at Mumbai, Bengaluru (both global R&D Centres), and Gurugram (Regional Hub). Through these, HUL business has access to more than 20,000 international patents, and more than 5,000 leading edge scientists and technology experts working across all business groups and critical R&D capabilities of Regulatory, Clinicals & Digital R&D. HUL business benefits from constant flow of new products designs, novel product & processing technologies from the work done across the global R&D centres.
Our commitment towards 'Ending Animal Testing Globally' is a great example of how Unilever R&D uses new age science, not animals, to assure safety of our products and ingredients. HUL business directly benefits from the Unilever's Safety and Environmental Assurance Centre (SEAC), which assess all our products from the lens of safety impact on People and Environment. Scientists at SEAC partner with Unilever R&D Scientists and use internationally recognised safety approaches, and authoritative scientific evidence, to ensure that people are safe when they use our products and we do not negatively impact the environment. SEAC team have world leaders who are advocating elimination of animal testing for product evaluation and have been able to develop animal testing alternatives to influence regulatory agencies across the globe and bring in regulation changes.
HUL derives exceptional benefits and advantage of scale from Unilever R&D's extensive global ecosystem of academia, technology experts and long-term collaborations with large suppliers for material and technologies. Through these partners HUL is working on developing next generation sustainable materials and products with lower Carbon Footprint that will enable us to achieve our Net zero goal by 2039.
HUL also benefits from Unilever's continued capital investments into critical R&D capabilities and infrastructure in India, including setting up of 'Agile Innovation Hub' and 'Advanced Manufacturing Centre', robotics led high throughput technology screening and product validation capabilities to step up innovation, speed & impact by leveraging data science, technology & automation.
The above flow of benefits to HUL have been enabled through a Technical Collaboration Agreement (TCA) and a Trademark License Agreement (TMLA) between HUL & Unilever since 2013. The TCA provides for payment of royalty on net sales of specific products manufactured by the Company, with technical know-how provided by Unilever. The TMLA provides for the payment of trademark royalty as a percentage of net sales on specific brands where Unilever owns the trademark in India including use of 'Unilever Corporate logo'. With the aid of these agreements HUL business has been able to bring in bigger, better, and faster innovations to Indian consumers from the global R&D teams.
The Company continuously imports technology from Unilever under the TCA, which is fully absorbed in our products. One such recent example among many others includes Novology Hyper Pigmentation Serum that was launched in 2023 with triple action technology. This technology has been clinically proven to act on multiple pathways of melanogenesis to reduce hyper pigmentation. Similarly, Novology Acne Range was launched in 2023 which was clinically proven technology to reduce acne and restore skin microbiome. We have adopted multiple technologies containing natural, nature identical and naturally cultivated molecules in our beauty
and personal care products that provide skin benefits like better hygiene, naturally glowing skin, etc.
In 2023, our Home Care category has adopted various polymer technologies for superior cleaning, foam, and whitening benefits as well as functional materials for improved processing of fabric care formulations. We have also adopted biosurfactant technologies to design new variant of dishwash liquid.
In line with our global commitments on plastic waste reduction, we have adopted technologies that allow us to use less, better and no plastic in our packaging e.g., 20% to 70% PCR in various Home Care, Beauty and Personal Care products under Vim, Surf excel, Comfort, Lux, Pears, Lifebuoy, Dove, etc.
The Company leverages Unilever R&D's digital capabilities to fast-track innovations. For instance, in our Foods and Refreshment category we have adopted digital tools like MINERVA and PHAROS for fast-tracking product design and safety assessment.
We also receive continuous support and guidance from Unilever to drive functional excellence in marketing, supply management, media buying and IT, among others, which helps us build capabilities, remain competitive and further step-up our overall business performance. Unilever is committed to ensuring that the support in terms of new products, innovations, technologies, and services is commensurate with the needs of HUL and enables us to win in the marketplace.
Conservation of Energy
For details on the steps taken by the Company on conservation of energy, water and reduction of waste, please refer to the Business Responsibility and Sustainability Report, which forms part of this Integrated Annual Report.
Compliance with Secretarial Standards
The Company has generally complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India.
Stakeholder Engagement
Our multi-stakeholder model aims to respect the interests of and be responsive towards all stakeholders. Stakeholder engagement and partnership are essential to grow the Company's business and to reach the ambitious targets set out in the ESG Goals. The CoBP, which is the statement of values and represents the standard of conduct for everyone associated with the Company, and the Code Policies guide how we interact with our partners, suppliers, customers, employees, shareholders, Government, Non- Governmental Organisations (NGOs), trade associations and industry bodies. Through the underlying standards set in CoBP and Code policies, the Company is committed to transparency, honesty, integrity and openness in all its engagements with the various stakeholders.
Outlook
In FY 2023-24, we delivered a resilient performance led by our focus on providing the right consumer value, excellence in execution, increased investments behind brands and capabilities, premiumisation and market development.
In the near term, we expect FMCG demand to continue improving gradually. Forecast of above normal monsoons and improving macro-economic indicators augur well. In this context, our focus remains on driving competitive volume led growth across our business. We will continue to generate savings through our productivity programme and re-invest it behind our brands and long-term strategic capabilities while maintaining EBITDA margin at the current levels.
We remain confident of the mid to long term potential of Indian FMCG sector given rising affluence, under-indexed FMCG consumption and a strong digital infrastructure. To serve the evolving aspirations of Indian consumers, we have embarked on a journey of 'Transform to Outperform'. Our key thrusts of Growing our Core through Unmissable Brand Superiority, Market making and Premiumisation, Re-shaping our portfolio to high growth spaces and Leadership in Channels of the future, backed by our distinctive capabilities will enable us to continue winning competitively in the Indian FMCG sector.
Responsibility Statement
Pursuant to Section 134 of the Act, the Board of Directors confirms that:
• In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures from the same;
• They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs and of the profits of the Company for that period;
• They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• They have prepared the Annual Accounts on a going concern basis;
• They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and
• They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
Other Disclosures
During the year under review:
• no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or it's operations in future;
• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;
• no shares with differential voting rights and sweat equity shares have been issued;
• no public deposits as defined under Chapter V of the Act have been accepted by the Company;
• there has been no change in the nature of business of the Company.
Appreciations and Acknowledgment
Your Directors place on record their deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled your Company to remain an industry leader.
Your Directors would also like to acknowledge the excellent contribution by Unilever to your Company in providing the latest innovations, technological improvements and marketing inputs across almost all categories in which it operates. This has enabled your Company to provide higher levels of consumer delight through continuous improvement in existing products, and introduction of new products.
Your Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.
Your Directors also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
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