Gillette India Ltd

OF DIRECTORS AND MANAGEMENT DISCUSSION AND ANALYSIS

The Board of Directors have the pleasure of presenting the 39th Annual Report and the Audited Financial Statements of the Company for the Financial Year ended June 30, 2023.

FINANCIAL RESULTS

(Figures in Rs Crores)

FINANCIAL YEAR

The Company's Financial Year is July 1st to June 30th.

DIVIDEND

During the Financial Year, the Board of Directors of the Company at its meeting held on February 1, 2023, declared an interim dividend of ' 35 per equity share, which was paid on February 27, 2023.

The Board of Directors of the Company, at its meeting held on August 29, 2023, have recommended a final dividend of ' 50 per equity share, for the Financial Year ended June 30, 2023. This final dividend is subject to approval of the Members at the ensuing 39th Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended June 30, 2023, including the interim dividend of ' 35 per equity share and the final dividend of ' 50 per equity share amounts to ' 85 per equity share.

ECONOMY AND MARKETS

The operating environment this year continued to be volatile, marked by macro-economic challenges and high commodity inflation contributing to significant cost headwinds. Consumers continued to face inflationary pressures during the year, leading to consumer demand remaining tepid. Despite these headwinds, the Indian economy gained momentum towards the end of the Fiscal Year, achieving a real GDP growth of 7.2%* in Fiscal Year 2022-23.

Several initiatives and measures taken by the Government, including higher Capital Expenditure (Capex) among others contributed to the economic growth as it boosted private consumption and consumer confidence. Further, encouraging growth in the country's digital and physical infrastructure, innovative measures such as PM GatiShakti, the National Logistics Policy, and the Production-Linked Incentive schemes to boost manufacturing output, have also contributed significantly to the economic growth.

* Source: Press release of Ministry of Statistics & Programme Implementation dated May 31, 2023.

OPPORTUNITIES, RISK AND OUTLOOK

The International Monetary Fund (IMF) projects Indian economy to grow by 6.3%A in 2023-24. With this, India continues to enjoy a positive outlook as one of the fastest-growing major economies in the world, also reaffirmed by global economic agencies. The IMF projects that global headline inflation is expected to steadily decline from its peak of 8.7A% in 2022 (annual average) to 6.9%A in 2023 and 5.8%A in 2024. Amidst this, it will be imperative to navigate through uncertainties caused by external factors and leverage the opportunities with agility and resilience. The long-term outlook for the FMCG sector remains positive. The Company is well positioned to sustain and improve its performance with a resilient workforce, leverage opportunities with agility, address challenges and overcome the risks.

A Source: IMF World Economic Outlook, October 2023.

BUSINESS PERFORMANCE

Despite unprecedented headwinds from macroeconomic challenges and softening consumption trends during the fiscal, the Company delivered sales of ' 2,477 crores, up 10% versus year ago behind strong brand fundamentals and superior retail execution. Profit after tax was ' 356 crores, up 23 % versus year ago, behind product price-mix and high productivity.

FINANCIAL RATIOS

A This is on account of higher interest earned due to higher deposits and increased interest rate as compared to previous year.

* The Company did not have any borrowings during the Financial Year.

& This is due to higher increase in working capital vs sales growth.

INTEGRATED STRATEGIC CHOICES

The Company has delivered strong results over the years, in a volatile macro environment against very capable competition, through focus on executing our integrated strategies with excellence. We are focused on delighting and serving consumers, customers and shareholders through five strategic and integrated choices: a portfolio of products where performance drives brand choice; superiority across product, package, brand communication, retail execution and value; productivity in everything we do; constructive disruption across the value chain; and an agile, accountable and empowered organization. These are not independent strategic choices. They reinforce and build on each other, and when executed well, they lead to balanced top-line and bottom-line growth and value creation. There is still meaningful opportunity for improvement and leverage in every facet of this strategy, and we continue to work to strengthen our execution of these choices.

GROOMING BUSINESS

The Company's grooming business had a strong year overall delivering holistic topline, bottom-line and record share growth. This has been possible due to our consistent focus on irresistible superiority on product, packaging, direct-to-consumer trials and commercial innovations helping us add new users.

This year, we executed an initiative on Gillette Guard with innovations across the board - new packaging, new communication and commercial packs that has helped add new users across urban and rural geographies. Along with that, we re-launched Gillette Fusion as a styling tool thereby catering to overall grooming needs of men (including bearded men).

We also Launched Venus Swirl - a premium razor that has helped add new consumers via strong demand creation and go-to-market excellence.

We have also delivered strong growth on our Double Edge blades business by delivering highest ever distribution via local initiatives. Finally, the Braun business has also demonstrated strong double-digit growth on appliances.

As a result of key interventions across the Gillette portfolio, we recorded our highest-ever market share in the Blades and Razors category this Financial Year.

ORAL CARE BUSINESS

After an extremely strong Financial Year 2021-22, Oral-B continued to grow business in Financial Year 2022-23 despite category slow down. We uncovered consumer insights to accelerate category growth resulting in Oral-B being able to accelerate business and deliver strong business growth and value share growth. Our deliberate focus on irresistible superiority across vectors resulted in adding new users to the brand, along with balanced top and bottom-line growth. Our innovation efforts in the superior Criss Cross range of toothbrushes resulted in significant penetration growth for Criss Cross brushes.

This year, we also executed an initiative on our Sensitive Portfolio introducing a wider product range, premium packaging and best in-store visibility. We also launched SensitiveX- a premium sensitive toothbrush that has a revolutionary X-Filament technology for superior plaque removal while still being gentle on gums.

We continued our innovation on kids' toothbrushes resulting in Oral-B leading the kids segment growth by providing superior brushes to millions of consumers. In the electric toothbrush range, we drove stronger growth behind our extensive portfolio from battery to our superior IO technology.

We continued to leverage our targeted trial programs and deeper distribution plans enabling more consumers to have access to superior brushes.

RISK MANAGEMENT

The Company has set up a Risk Management Committee and has also adopted a risk management policy. The Company's risk management policy is in line with the parent Company's global guidelines and as such adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and adequately addressed.

For financing risks, the Company has a robust operational contingency plan. It also undertakes Business Contingency Plan for key vendors and natural disasters. The Company also has adequate insurance coverage to protect the value of its assets. The Company has in place a very stringent and responsive system under which all its distributors and vendors are assessed before being selected.

As part of the business sustainability and governance process, in order to ensure a robust risk management system, in Line with the applicable laws, the Company follows a proactive risk management policy, aimed at protecting its employees, assets and the environment, while at the same time ensuring growth and continuity of its business.

The risks are identified by a consistent process across functions and the Company also strives to link each risk with a mitigation step to ensure business continuity. Risk managers consistently map the risks to establish a risk management culture. The risk report is reviewed at regular intervals, to ensure that risks are planned for mitigation, for the fact that not all risks can be eliminated.

REGULATORY AND COMPLIANCE

The Company operates within the letter and spirit of all applicable laws. General compliance with legal requirements is an important component of the Company's Worldwide Business Conduct Manual and the same expects the following from its employees:

• To uphold our Purpose, Values, and Principles in our work and in the business decisions we make;

• To do the right thing at all times;

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

• To know and fully comply with the laws, regulations, and Company policies that apply to the employees' work;

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

The Company has set in place the requisite mechanism for meeting with the compliance requirements, periodic monitoring of compliance to avoid any deviations, and regular updates to keep pace with the regulatory changes.

A number of training programs are conducted periodically for employees with respect to various compliance related topics such as Global Anti- Corruption Standards, Prevention of Sexual Harassment at Workplace, Whistle-blower Mechanism, Conflict of Interest, Data Privacy, Data Integrity, Anti-Trust compliance etc.

SECURITY

The Company has implemented comprehensive security programs supported by latest technology and trained manpower to protect employees and assets, at all its offices and plants. During the

Financial Year under review, no major security breaches or incidents occurred. A comprehensive security risk assessment is carried out regularly and adequate security measures are implemented to cater to changing security scenario. The Company has installed the best of the security measures and processes to protect its personnel and assets.

INTERNAL AUDITOR

During the Financial Year, the Board of Directors had appointed Ms. Pooja Bhutra, Chartered Accountant as the Internal Auditor of the Company for the Financial Year 2022-23.

INTERNAL CONTROLS & THEIR ADEQUACY

The Company continues to prioritize sustainable control processes that are integral part of organization culture. It has built strong Internal Controls Environment and Risk Assessment and Management systems. These systems enable the Company to comply with Internal Company policies, procedures, standard guidelines, and local laws to help protect Company's assets and confidential information including personally identifiable information (PII) against financial losses and unauthorized use. The robust controls environment at the Company is efficiently managed and monitored through:

• Controls Self-Assessments are performed during October to December period of every Financial Year across business processes. The purpose of this thorough exercise is to review and evaluate process compliances against standard control objective, activities and attributes. This enables the Company to proactively identify control weaknesses and initiate actions to sustainably mitigate them.

• Stewardship and Global Internal Audit

Reviews are led by a team of independent fulltime Internal Controls experts. Their role is to ensure that all key processes i.e. selling, revenue, distribution, trade & marketing spends, vendor payments, and plant operations are reviewed and assessed at appropriate intervals. The observations and findings are shared with senior management for implementing quality action plans to strengthen overall controls environment in these processes. The assessments of high risks and SOX Compliance areas are assessed by an independent internal audit department led by the Company's Global Internal Audit team. This team comprises of certified internal controls process experts who have experiences across different markets that the Company operates in.

The action taken by the management to correct the processes is then reviewed and reported appropriately.

• Governance Board

The Governance Board is Led by the Managing Director and comprises of Group Chief Financial Officer, Chief Human Resource Officer, Supply Chain Leader, Purchasing & Sustainability Leader and General Counsel. The Governance Board assesses, and reviews enterprise level risks and works with process owners and functional managers to ensure that corrective action is taken, and risk is mitigated as appropriate. During the Financial Year under review, all Controls issues identified have been 100% remediated by executing quality action plans in consultation with internal controls and stewardship experts.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

A separate report on Business Responsibility & Sustainability has been appended as Annexure I to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company's flagship Corporate Social Responsibility program - P&G Shiksha is a 360-degree educational intervention that addresses three critical barriers to achieving universal education - access to education infrastructure, gender inequality in access to education and gap in learning.

The Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report annexed to this Report.

Annual report on Corporate Social Responsibility activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure II to this Report.

ENVIRONMENTAL SUSTAINABILITY AND CONSERVATION OF ENERGY

Our efforts in Environmental Sustainability are important to create superior propositions for consumers, customers, and shareholders, while improving our environmental impact.

The Company's plants at bhiwadi and baddi are zero- manufacturing-waste-to-landfill sites, which means that no manufacturing waste is sent to landfill. The company is compliant with environmental regulations. The company also continues to be compliant with the government's extended producer

Responsibility (epr) guidelines on plastic packaging waste collection.

Our brands have also stepped forward towards environmental sustainability. Our brand oral-b uses 80% post-consumer recycled plastic (pcr) in its toothbrushes and our brand venus is made of 30% recycled plastic and uses fully recyclable packaging.

The company's plant sites have undertaken various initiatives to conserve energy such as use of energy efficient lights, arresting and control of air leakages, optimization in air compressors by installation of controllers, optimization of chiller set-points during winter in cooling off the plants naturally rather than use of chillers, optimization of transformers conserving losses related to transmission, optimization of chiller headers to reduce usage of chillers, reduction in emission of greenhouse gases by way of reduction in diesel usage by using piped natural gas as an alternative, etc.

Technology absorption and research & development

The company has the advantage of availing advanced technology and continuous upgradation thereof from the procter & gamble company, usa and its subsidiaries. This is an unmatched competitive advantage that helps the company deliver strong business results.

As the company avails benefits of research and development of the procter & gamble company, usa and its subsidiaries across the globe, the company has not incurred any expenditure on research and development during the financial year. Technology absorption and adaptation is a continuous process. The products manufactured and sold by the company are a result of such imported technology received on an ongoing basis. Initiatives are constantly undertaken for innovation of products, new product development, improvement of packaging, enhancement of product quality and application of best information technology to automate, simplify and generate efficiencies in various business processes.

The company having ongoing access to cutting- edge technology, derives benefits such as product development, consistent superior product quality, process efficiencies, cost effectiveness and energy efficiency.

Foreign exchange earnings & outgo

The details of foreign exchange earnings and outgo as required under section 134 of the companies act, 2013 and rule 8(3) of the companies (accounts) rules, 2014 are mentioned below:

(Figures in ' Crores)

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions which is also available on Company's website at https://in.pg.com/india- governance-and-policies/gil/terms-and-policies/. This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm's length. All related party transactions are subjected to independent review by Chartered Accountant firm to confirm compliance with the requirements under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm's length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company.

Details of material related party transaction entered into during the Financial Year 2022-23 are given below:

The above transaction was approved by the Shareholders by passing an Ordinary Resolution through Postal Ballot on January 8, 2018.

Being related parties, the Promoter shareholders had abstained from voting on the said resolution.

LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE

The Company has not given any loans, guarantees or made any investments during the Financial Year. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013, during the Financial Year.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted Internal Complaints Committees. During the Financial Year, no complaints with allegations of sexual harassment were filed with the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3) (c) of the Companies Act, 2013, with respect to the Directors' Responsibilities Statement, it is hereby confirmed:

i. that in the preparation of the Annual Accounts for the Financial Year ended June 30, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the Financial Year under review;

iii. that the Directors had 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. that the Directors had prepared the accounts for the Financial Year ended June 30, 2023, on a "going concern" basis;

v. that the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

vi. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed to this Report.

ANNUAL RETURN

The Annual Return for the Financial Year 2022-23, as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://in.pg.com/india-investors/ gil/reports-announcements/ announcements/.

HUMAN RESOURCES

The Company continues to look at the fundamentals of creating an appealing employer brand, attracting talent that is a suitable match for the Company, and consequently nurturing that talent. We have designed holistic Human Resource strategies to ensure that the organization is geared up to deliver the future.

India continues to be a critical source of talent. With the changing times we have strategized to be preemptive with our campus initiatives. We have proactively launched new innovative campus programs, along with revamping existing programs. Our internships, onboarding, and learning & development programs are being executed in a mix of virtual and face-to-face setup, to accommodate a dispersed audience. We continue to retain our rankings across various campus surveys. We bolster nurturing our talent to create diverse leaders and set them up for success as they grow in the ecosystem. To craft a winning culture, it is vital that we enroll and empower the organization right from Day 1 during their comprehensive corporate on-boarding program - GETiN. By enhancing our company DNA via Growth Mindset, we also encourage our organization to create a love of learning and resilience that is essential for achieving organizational and personal goals.

We strongly believe in co-creating careers with our employees, which allows them to partner with the business to achieve a fulfilling career with us. We encourage our employees to bring their true authentic self to work in order to consistently evolve from Good to Great. Our Company's performance management system continues to clearly assess employees based on their impact through growth, and not only performance.

AVTAR Seramount recognized P&G India as top 100 Best Companies for Women.

The number of employees as on June 30, 2023 was 571.

The statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to this Report.

As per the provisions of first proviso to Section 136 (1) of the Companies Act, 2013, this Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at investorgil.im@pg.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. L. V. Vaidyanathan was appointed as Managing Director of the Company for period of five years, effective July 1, 2022. The Shareholders of the Company approved his appointment by resolution passed by postal ballot & e-voting on July 17, 2022. Mr. L. V. Vaidyanathan being a non-resident at the time of his appointment, the Company has filed an application for seeking approval for his appointment with the Central Government.

Mr. Gautam Kamath and Mr. Karthik Natarajan, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 39th Annual General Meeting.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being proposed at the ensuing 39th Annual General Meeting, which the Board recommends for approval of the shareholders of the Company.

Brief Profiles of these Directors are mentioned in Corporate Governance section of this report. Details of the Directorships of Directors proposed to be re-appointed as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the Notice convening the ensuing 39th Annual General Meeting of the Company.

All Independent Directors of the Company have provided declarations to the Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"].

The Board is of the opinion that all the Independent Directors of the Company possess integrity, have relevant expertise and experience and fulfil the conditions specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The details of the familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance section of the Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Four (4) meetings of the Board of Directors of the Company were held during the Financial Year. For further details on meetings of the Board of Directors and its Committees, please refer to the Corporate Governance section of Report.

POLICIES

The Company has adopted various policies including policies on related party transactions, corporate social responsibility, vigil mechanism, nomination and remuneration, materiality of events and dividend distribution which are available on the website of the Company at https://in.pg.com/india-governance- and-policies/gil/terms-and-policies/.

AUDITORS

Kalyaniwalla & Mistry LLP, Chartered Accountants were re-appointed as Statutory Auditors of the Company at the 38th Annual General Meeting (AGM) held on November 18, 2022 for a second term of five consecutive years, from the conclusion of the 38th AGM until the conclusion of the 43rd AGM.

The Report issued by Kalyaniwalla & Mistry LLP, Statutory Auditors on the financial statements of the Company for the Financial Year ended June 30, 2023 forms part of the Annual Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

SECRETARIAL AUDIT

Secretarial Audit was carried out by M/s. Saraf & Associates, Practicing Company Secretaries for the Financial Year 2022-23. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report has been appended as Annexure IV to this Report.

SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

We are grateful to The Procter & Gamble Company, USA and its subsidiaries for their invaluable support in terms of access to the latest information and knowledge in the field of research & development for products, ingredients and technologies; timely inputs to exceptional marketing strategies; and the goodwill of its world-renowned Trademarks and superior brands. We are proud to acknowledge this unstinted association that has vastly benefited the Company.

The Board of Directors place on record its deep appreciation for the co-operation and support of the Government authorities, distributors, wholesalers, retailers, suppliers, clearing and forwarding agents, business associates, bankers, consumers, employees and Shareholders and look forward to their continued support on the journey ahead.