Procter & Gamble Health Ltd

#MDStart#

MANAGEMENT DISCUSSION & ANALYSIS

The Board of Directors have the pleasure of presenting the 57^th Annual Report including the Audited Financial Statements of the Company for the Financial Year ended June 30, 2024.

FINANCIAL HIGHLIGHTS

FINANCIAL YEAR tsignifican transformation, fueled by substantial

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

DIVIDEND

During the Financial Year, the Board of Directors of the Company at its meeting held on February

6, 2024, declared an interim dividend of Rs. 200 per equity share (including one-time special dividend of

Rs. 150 per share), which was paid on March 1, 2024.

The Board of Directors of the Company, at its meeting held on August 21, 2024, have recommended a final dividend of Rs. 60 per equity share, for the Financial

Year ended June 30, 2024. This final dividend is subject to approval of the Members at the ensuing

57^th Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended June 30, 2024, (including the interim dividend) amounts to Rs. 260 per equity share.

ECONOMY AND MARKETS

Consumer demand in both urban and rural markets remained tepid for the large part of the year, owing to inflationary pressures monsoons causing lower agricultural yields. Despite this, India's real gross domestic product

(GDP) grew by 8.2* per cent in FY 2024, exceeding 8 per cent mark in three out of four quarters of FY 2024. Indian economy has recovered and expanded in an orderly fashion post pandemic. The annual Economic Survey of India in July 2024 highlighted that the real GDP in FY 2024 was 20 per cent higher than its level in FY 2020, a feat that only a very few major economies achieved. Further, the Survey also highlighted that timely policy interventions by the government and Reserve Bank of India's price stability measures helped maintain retail inflation at

5.4 per cent in FY 2024^$.

The economic growth of 8.2 per cent in FY 2024 was supported by an industrial growth rate of 9.5 per cent. Despite disruptions on many fronts, the manufacturing sector achieved an average annual growth rate of 5.2 per cent in the last decade^$.

Despite a challenging global landscape, India's economy stayed resilient. India solidified its position as the world's significant the fastest growing major economies.

*Source: Press release of Minsitry of Statistics & Programme Implementation dated May 31, 2024. ^$Source: Annual Economic Survey, July 2024.

OPPORTUNITIES, RISK AND OUTLOOK

The healthcare sector in India has undergone a investments in infrastructural development.

The interim budget for FY 2024-25 reflects the government's strong commitment to the healthcare sector. Since 2016, the Indian healthcare industry has witnessed a consistent growth trajectory, boasting an impressive Compound Annual Growth Rate (CAGR) of about 22%*. The consumer healthcare sector shows promising prospects for the future. The Company is well-positioned to sustain and strengthen its position in the market.

*Source: Economic Times, April 7, 2024.

FINANCIAL RATIOS

* Efficiency in working capital management

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

Year

BUSINESS PERFORMANCE AND GROWTH STRATEGY

The Company is committed towards bringing quality and affordable range of vitamins, minerals and supplements (VMS) to patients, consumers and customers across the country. The Company is well known in India for its rich heritage in healthcare sector with brands that are household names like Polybion, Neurobion, Evion, Seven Seas, Nasivion,

Livogen, etc.

During the Financial Year, the Company delivered sales of 1129 crores and operational profit for the fiscal year ended June 30, 2024 was 294 Crores. While this fiscal year tested Company's resilience, our perseverance made us stronger, enabling us to navigate through the evolving market dynamics while ensuring our brands remain the preferred choice for healthcare professionals, pharmacists and consumers.

The Company has delivered strong results over the years, in a volatile macro environment against very capable competition, through focus on executing its integrated growth strategy with excellence. We are focused on delighting and serving consumers, customers and shareholders through five strategic and integrated choices:

1. A focused portfolio of Trusted, Quality, Highly

Recommended brands where performance drives brand choice.

2. Irresistible superiority across product, package, brand communication, retail execution and value, to delight consumers and grow markets.

3. Productivity improvement in all areas of our operations.

4. Constructive disruption — a willingness to change, adapt and create new trends, technologies and capabilities that will shape the future of our industry.

5. An empowered, agile and accountable organization that is inclusive and diverse — enabling us to better serve an increasingly diverse set of consumers.

These choices 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. The Company has made choices to strengthen the execution of its integrated strategy with the deployment of a transformed go-to-market model. We're confident these changes will deliver superior reach, distribution, retail execution and improve our persisting competitiveness in the long-run.

Public health concerns such as Vitamin Deficiencies, Neuropathy, Iron deficiency Anaemia, continue to be underdiagnosed and undertreated due to multiple challenges like lack of awareness of symptoms, understanding of treatment options and their impact on lack of Quality of Life. During the year, the Company focused on increasing consumer awareness about health and wellness through campaigns, educational programs, and across digital platforms-through launching of notable initiatives such as:

-Livogen's ‘Na Na Anemia Bus Yatra 2.0'- at driving awareness of anaemia diagnosis about Iron deficiency-Anemia;

-Evion's 'own my glow (OMG)' campaign-for the launch of new Evion Cream and highlighting its benefits; -Neurobion's 'language of Diabetes' - a self care digital campaign, aimed to empower patients to recognise and seek timely diagnosis for diabetes related complications, including Peripheral Neuropathy.

Further, the Company actively collaborated with leading healthcare practitioners, healthcare associations, and pharmacists for research, awareness, and education, in each of the categories where the Company operates, like: risks, the Company has - collaboration with the Indian Medical Association for World Diabetes Day focusing on Diabetic Peripheral Neuropathy and its management;

- partnering with Indian Academy of Pediatrics to promote nutritional awareness and prevention of non-communicable diseases among school children, teachers, and parents, amongst other campaigns. The Company also set its 4^th Guiness World Record^TM with 50,000+ doctors pledging to diagnose and treat Peripheral Neuropathy. The Company also set a record in the Asia Book of Records for brand promotion with 'Nasivion' to drive awareness about the benefits of Nasal decongestants.

Across our portfolio, we are always listening to what our consumers need & are incorporating these insights across product, packaging, brand awareness, education and communication, pharmacy & retail execution and creating value. The Company strives to identify opportunities to grow its share thereby bringing a meaningful change to the lives of consumers and its stakeholders.

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 identifiedon a timely basis and adequately addressed.

For a robust financing 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 every employee:

SECURITY

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

INFORMATION TECHNOLOGY

The Company uses varied IT systems and processes in its day-to-day businesses operations. There are software related precautions like handling of data integrity, access rights, virus firewalls, data protection, social media risk, etc. The Company has robust framework and policies on information security which cover risks related to cyber security.

Adherence to the Company's information security guidelines and processes is continuously monitored and are subject to Controls Self-Assessments and global audits at regular intervals.

INTERNAL CONTROLS AND THEIR ADEQUACY

The Company maintains a strong focus on internal controls, considering them an essential part of its organizational culture. It has established robust systems for internal controls environment and risk assessment & management. These systems ensure compliance with internal company policies, procedures, standard guidelines, and local laws, safeguarding the Company's assets and confidential information from financial losses unauthorized use.

The following practices effectively manage the controls environment of the Company:

Controls Self-Assessments (CSAs):

Each year, comprehensive CSAs are conducted across business processes. These assessments review and evaluate process compliance against standard control objectives, activities, and attributes. They allow the Company to proactively identify control weaknesses and take appropriate measures to mitigate them.

Stewardship and Global Internal Audit (GIA):

In addition to compliance programs, the Company has dedicated internal compliance experts to guide business operations in adherence to laws and regulations. Independent internal controls experts lead reviews and audits of key processes, including selling, revenue, distribution, trade & marketing spends, vendor payments, and plant operations. Findings and observations are shared with senior management to implement action plans that enhance the overall controls environment. The Company's Global Internal Audit team, consisting of certified internal controls process experts with diverse market experiences, assesses high-risk areas and SOX compliance. The management's corrective actions are subsequently reviewed and reported.

Governance Board:

The Governance Board consists of the Managing

Director, Officer, Chief Human Chief Financial

Resource Officer, Supply Chain Leader, General Counsel, and Sales Leader. This board assesses and reviews enterprise-level risks, collaborating with process owners and functional managers to ensure timely corrective actions and risk mitigation.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE SOCIAL RESPONSIBILITY

As a responsible Healthcare Company, the Company continued to channelize its Corporate Social

Responsibilities (CSR) efforts towards building a healthier India under its CSR umbrella program and ‘SEHAT' (meaning Health). With SEHAT, the Company aspires to make a sustainable impact to public health in India.

The Company has constituted a CSR Committee. The composition and terms of reference of the Corporate

Social Responsibility Committee are provided in the Corporate Governance Report annexed to this Annual

Report.

A brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the

Financial Year are set out in Annexure II to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy which is published on its website- https://www.pghealthindia.com/investors/.

ENVIRONMENTAL SUSTAINABILITY AND CONSERVATION OF ENERGY

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

We seek to reduce the footprint of our operations and enable consumers to reduce their footprint.

The Company's plant site at Goa is a zero-manufacturing-waste-to-landfill site, which means that no manufacturing waste is discharged to landfill. The Company contributes to the P&G group's ambition to reduce Green House Gas (GHG) emissions across its operations. The Company will continue to strive in its efforts towards this ambition. The Company aims to grow responsibly and continuously improve its

The Company continues to be compliant with the government's Extended Producer Responsibility (EPR) guidelines on plastic packaging waste collection. For a detailed report on Company's sustainability efforts, kindly refer to the business responsibility and sustainability section (BRSR) appended as Annexure I to this report.

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

The Company has the advantage of availing advanced technology and continuous upgradation thereof from The Procter & Gamble Company, USA and its subsidiaries. This is an unmatched competitive advantage that helps the Company deliver strong business results. The Company, having ongoing access to cutting-edge technology, derives benefits such as product development, consistent superior product quality, process efficiencies, cost effectiveness and energy efficiency.

The Company avails benefits

Gamble Company and it subsidiaries' research and development efforts and activities across the globe. Technology absorption and adaptation is a continuous process. The products manufactured and sold by the Company are a result of the imported technology received on an ongoing basis. Initiatives are constantly undertaken for innovation of products, new product development, improvement of packaging, enhancement of product quality and application of best information technology to automate, simplify and generate efficiencies in various business processes.

The Company believes in exploring the latest technology from both within India and beyond to ensure the best quality product is made by the company for our consumers.

Details of the expenditure on Research & Development (R&D) undertaken during the Financial Year:

* The aforesaid R&D expense does not include people costs.

FOREIGN EXCHANGE EARNINGS & OUTGO

The details of foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts)

Rules, 2014 are mentioned below:

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions for the purposes of review and approval of related party transactions. The policy on related party transactions as approved by the Board is uploaded on the Company's website - https:// www.pghealthindia.com/investors/. from The Procter & 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.

PUBLIC DEPOSITS

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

LOANS AND GUARANTEES GIVEN OR INVESTMENTS MADE

The Company has neither given any loans or guarantees nor made any investments during the Financial Year 2023-24.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. The Company has ensured a wide dissemination of the Policy and has conducted various awareness programs at all locations of the Company. The Company has constituted an Internal Complaints Committees. During the Financial Year, one complaint with allegation of Sexual Harassment was filed with the Company, which was resolved during the Financial Year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, the Directors confirm that: a. That in the preparation of the annual accounts for the Financial year ended June 30, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. That the Directors had selected appropriate accounting policies and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period; c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. That the Directors have prepared annual accounts on a going concern basis; e. That the Directors have had laid down appropriate and that such internal internal financial controls were adequate and were operating effectively; and f. 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 2023-24 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company, which can be accessed at https://www.pghealthindia.com/investors/.

HUMAN RESOURCES

The Company continues to 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.

For your Company, human capital is an intangible asset which is not listed in the Company's balance sheet. Thus, human capital is the stock of knowledge, skills, know-how and other acquired personal attributes. Human Resources (HR) department oversees workforce management, workforce planning and strategy, recruitment, employee training and development, reporting and analytics and employee safety. We continue to facilitate and speed up expansion with a clear roadmap.

Our Company operates in a highly competitive environment vis-a-vis attracting the best talent for its operations and therefore the human resources management function has assumed vital importance in the Company. Our Company focuses on attracting, motivating, and retaining the best talent. Its people systems like talent supply, performance management and talent development are robust and competitive. We have put in place robust HR programs to ensure that the organization is geared up to deliver the future.

Attracting & Retaining Talent: Our Company continues to be a key source for global talent and a preferred Employer of Choice for the workforce in India.

We continue to focus on our core campus programs, which coupled with our innovative campus branding initiative ensures we continue to be an 'Employer of Choice' in our Core Campuses and beyond. Over the course of the last year, we have massively scaled up our lateral hiring capabilities, in line with our growing business needs. P&G Group continued to retain its Top 10 Best Employer ranking in the Annual

Dare2Compete Campus Survey.

Developing Talent: Our policies on leadership pipeline, talent planning, mentoring and diversity & inclusion continue to evolve and stay ahead of the times, to ensure that we attract and retain the best talent. All our new hires undergo a very comprehensive 3-day corporate on-boarding program called ‘GetIN' which is coupled with functional onboarding programs to ensure that they are able to make an impact and feel valued from Day 1. Building organization capability continues to be a key focus area for us and we continue to organize virtual learning sessions as part of the P&G Learning Academy offerings. 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.

The Company's performance management system is robust and strives for Impact through Growth. The number of employees as on June 30, 2024 was 1336.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, there were no changes in the Company's Board of Directors.

Mr. Lokesh Chandak, Executive Director and CFO, retires by rotation and being eligible, offers himself for re-appointment at the ensuing 57^th Annual General Meeting. Brief profile and details of the Directorships of Mr. Lokesh Chandak, are contained in the Corporate Governance section of this Annual Report.

All Independent Directors of the Company have given declarations to the Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that all the Independent Directors of the Company possess integrity, have relevant expertise and experience and fulfil the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the familiarization programmes and annual Board evaluation process for Directors have been provided under Corporate Governance section of the report. During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD

Five (5) meetings of the Board were held during the Financial Year 2023-24. For details of the meetings of the Board and its Committees, please refer to the Corporate Governance section of the Report.

POLICIES

The Company has adopted various policies including policies on related party transactions, corporate social responsibility, vigil mechanism, nomination and remuneration, materiality of events and dividend distribution, which are available on the website of the Company at https://www.pghealthindia.com/ investors/#policies

INTERNAL AUDITOR

Mr. Arihant Jain was appointed as Internal Auditor of the Company for the Financial Year ended June 30, 2024.

STATUTORY AUDITORS

The Shareholders at the 55^th Annual General Meeting (AGM) held on November 23, 2022 had approved the re-appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration No.: 103523W/W100048), as statutory auditors of the Company, to hold office from the conclusion 55^th AGM upto the conclusion of the 60^th AGM.

The Report issued by the Statutory Auditors on the financial statements of the Company for the Financial Year ended June 30, 2024 is part of the Report. There have been no remark given by the Auditors in their Report.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)

Rules, 2014, the Central Government has prescribed cost audit of the accounts to be maintained by the Company. M/s. Joshi Apte & Associates, Cost Accountants carried out the cost audit for the Financial Year 2023-24. The Board of Directors has re-appointed M/s. Joshi Apte & Associates, Cost Accountants for the Financial Year 2024-25.

A resolution for ratification of the remuneration payable to the Cost Auditor for the Financial Year

2024-25 is proposed in the Notice of the ensuing 57^th Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, Secretarial Audit has been carried out by Dholakia & Associates LLP, Company Secretaries, for the Financial Year ended June 30, 2024. There were no qualifications, adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report is annexed to this Report.

SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the 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 reservation or adverse products, ingredients and technologies, exceptional marketing strategies, and the goodwill of its worldrenowned trademarks and superior brands.

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.