Procter & Gamble Hygiene and Health Care Ltd

#MDStart#

MANAGEMENT DISCUSSION & ANALYSIS

The Board of Directors have the pleasure of presenting the 60th Annual Report including the Audited Financial Statements of the Company for the Financial Year ended June 30, 2024.

FINANCIAL RESULTS

(Figures in ' 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 their meeting held on January 31, 2024, declared an interim dividend of ' 160 per Equity Share, which was paid on February 28, 2024. This interim dividend includes a one-time special dividend of ' 60 per equity share, to commemorate Company's 60 years of serving its consumers, customers, shareholders, employees, and society.

The Board of Directors of the Company, at its meeting held on August 28, 2024, have recommended a final dividend of ' 95 per equity share, for the Financial

Year ended June 30, 2024. This final dividend is subject to the approval of the Members at the ensuing 60th Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended June 30, 2024, including the interim dividend of ' 160 per equity share paid on February 28, 2024 and the final dividend of ' 95 per equity share recommended by the Board, amounts to ' 255 per equity share.

ECONOMY AND MARKETS

The operating environment during the Financial Year 2023-24. Consumer demand in both urban and rural markets remained tepid for the large part of the year, owing to inflationary pressures and factors like delayed 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. 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 fifth-largest economy, showcasing its significant economic strength and becoming one of the fastest growing major economies.

*Source: Press release of Ministry of Statistics & Programme Implementation dated May 31, 2024.

$Source: Annual Economic Survey, July 2024.

OPPORTUNITIES, RISK AND OUTLOOK

The Reserve Bank of India has raised its real gross domestic product (GDP) growth forecast for the current Financial Year 2024-25 to 7.2%A from 7%, demonstrating increasing confidence in the economic growth of the country.

Further, the International Monetary Fund (IMF) has predicted the global inflation rate to slow to 5.9% in 2024 from 6.7% last year, broadly on track for a soft landing.% In fact, IMF has forecasted inflation of 4.6% in 2024 and 4.2% in 2025 for India, significantly lower than the global outlook.

In July 2024, Ministry of Statistics and Program Implementation, have reported softened inflation, now below RBI's medium-term target of 4%. Rainfall over the country, as a whole, was above normal as per the IMD forecast, accordingly, rural demand is expected to keep up with the positive trends@. The watch-outs are declining rural wages and rising unemployment, which should stabilize in the near term with the government's recently announced interventions. Collectively, this should augur well for India's consumption trends.

While short to medium term challenges exist owing to a tepid global economic outlook, the long-term outlook for the FMCG sector remains positive. Your Company is well positioned to sustain and improve its performance with its integrated growth strategy and serve the consumer with superior products.

A Monetary Policy Statement, June 7, 2024 %IMF World Economic Outlook, July 2024

@Statement issued by the Indian Meteorological department, October 1, 2024

FINANCIAL PERFORMANCE

The Company reported sales of ' 4,192 crore, up 7% versus year ago owing to innovation and driving category growth in the feminine hygiene category. For the fiscal, Profit After Tax (PAT) was ' 675 crores, flat versus year ago driven by significant impact of one-time tax related items both in the base period and current period. Operational profit, excluding these one-time impacts, was ' 809 crore, up 19% versus year ago.

Even in a challenging operating environment, we delivered a balanced growth this year, while continuing to drive category growth through innovations that delight our consumers. These results are a testament to execution of our integrated growth strategy, which we remain committed to - a focused product portfolio where performance drives brand choice, superiority (of product performance, packaging, brand communication, retail execution and consumer and customer value), productivity, constructive disruption, and an agile and accountable organization - all aimed at delivering sustainable, balanced growth and value creation.

FINANCIAL RATIOS

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

BUSINESS PERFORMANCE • FEMININE HYGIENE BUSINESS

The Company continued its strong innovation across the feminine hygiene portfolio, providing superior product performance to the consumers in order to meet their needs. In turn, the consumers reinforced their trust in the brand, which truly makes Whisper - a market leader.

We have been on a journey of consistently improving and upgrading our propositions to raise the bar on consumer delight - across the product range and sizes. Whisper's premium portfolio underwent a product upgrade on Whisper Ultra Hygiene+Comfort XL. The product has first of its kind cushion core technology and cotton like soft top layer that provides leakage & stain prevention along with comfort.

Another premium product line - Whisper Ultra Soft Skin Love, also underwent a revamp with new packaging. This product delivers a superior protection with a super soft feel against intimate skin.

The Company's super premium business continues to drive growth with Whisper Period Panty. This product continues to be a delighter for consumers with its superior protection and comfort.

Whisper Choice portfolio witnessed a big revamp during the Financial Year 2023-24, with a superior Choice Ultra XL product being launched during the Financial Year. With this launch, the product significantly ramped up performance on long-lasting stain protection, with faster absorption.

Whisper's flagship campaign, #KeepGirLsInSchooL initiative witnessed unparalleled consumer Love, engagement, and response this year - with its latest edition which was focused on early periods. This film highlighted a very touching, critical insight into how periods are starting early these days - as early as 8 years of age for many girls and shared the critical need to provide period education to all -classmates, parents, educators, at the right time. Whisper has already provided period education and free sanitary pads to more than 100 million girls and moms over decades and strives to continue its efforts towards keeping girls in schools.

• HEALTH CARE BUSINESS

The Company's health care business serves consumers with an assortment of products that cater to diverse needs be it - single symptom, multiple symptoms and even evolved needs that require customized solutions. Vicks portfolio delivered a faster growth this Financial Year as the Cough & Cold category has started to recover from post-pandemic slow-down.

The Company continues to remain fully invested in growing the category resulting in strong offtake growth behind the strength of our existing portfolio, which includes Vicks VapoRub, Vicks Throat Drops, Vicks Action 500 Advanced, Vicks Inhaler, Vicks Xtra Strong Rub, and Vicks Baby Rub; adding Vicks VapoRub Steam Pods and Vicks Headache Roll-on to the portfolio during the year.

With world-class communication, most of our subbrands continued to grow market share. Superior go-to-market enabled enhanced presence in stores with more visibility touchpoints per store. We continued to accelerate our business in whitespace categories such as sleep supplements with ZzzQuil.

Vicks launched one of its biggest product upgrades for the cough drops portfolio with Vicks cough drops double power with a bigger drop and more ayurvedic mix- a significant upgrade that delivers a more effective and longer lasting relief from sore throat*. The new product was launched with a new campaign focusing on ‘Badi Goli, Badi Rahat'.

* Vs. Vicks Cough Drops 1.8g

The business was further strengthened with the Launch of Vicks Headache Roll-on, a non-greasy oil format for quick headache relief anytime, anywhere. It leverages a superior product formula containing high-strength Ayurvedic ingredients Like Pudinah (Menthol) and Kapoor (Camphor), formulated to meet the needs of our consumers. It is especially designed to provide a swift & effective solution for headache equipped with a roller ball technology that allows for on- the-go headache relief.

The Company's health care business is continuously identifying the opportunity to grow penetration across its entire range thereby bringing meaningful change to the lives of consumers.

• OLD SPICE

Old Spice demonstrated strong double-digit growth led by 0% Gas Deodorants. The brand continued to focus on driving meaningful innovations through new launches and expanded distribution backed by strong media thereby delivering consistent growth.

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 (the WBCM) and the same expects the following from its employees:

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 AntiCorruption Standards, Prevention of Sexual Harassment at Workplace, Whistle-blower Mechanism, Conflict of Interest, Data Privacy, Data Integrity, Anti-Trust compliance etc.

SECURITY

Your 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. Your 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 2023-24.

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/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 (CSA) 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 objectives, activities, and attributes. This enables the Company to proactively identify control weaknesses and initiate actions to sustainably mitigate them. Along with CSAs, Company also has a process of continuous monitoring for some of controls in manufacturing processes via an internally developed toolkit that tracks control activities and assesses effectiveness of controls with the process owners by selecting auto samples for packing, planning, warehousing, etc. Samples are auto picked up every quarter for the respective areas in the toolkit and tested. Defects, if any, are reviewed by the management. This ensures ongoing monitoring of controls for operational areas.

• Local Governance and Global Internal Audit

There are internal control experts in the organization, guiding business teams on day-today compliance requirements. They also ensure that all key processes i.e. selling, distribution, trade & marketing spends, vendor payments, etc. are reviewed and assessed at appropriate intervals via CSAs, standard operating procedures and process reviews or audits as applicable. As part of their ongoing monitoring process, if there are issues identified, those are reported to senior management for implementing action plans to strengthen control environment in these processes. The assessments of high-risk and SOX compliance areas are done by Company's Global Internal Audit (GIA) team. GIA comprises of certified internal auditors who have experience across different markets and have independent centers of excellence. Issues raised by internal audit teams are tagged to business owners and issue remediation is then reviewed and reported appropriately to the senior leadership.

• 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.

BUSINESS RESPONSIBILITY & SUSTAINABILITY

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

The Company is committed to reducing plastic packaging waste by designing the packaging to be recyclable or reusable; and by reducing the use of virgin petroleum plastic resin in consumer packaging. The Company continues to be compliant with the government's Extended Producer Responsibility (EPR) guidelines on plastic packaging waste collection.

The Company's plant site at Goa is a zero-manufacturing-waste-to-landfill site, which means that no manufacturing waste is discharged into the environment.

The Company continuously strives to achieve water efficiency. This year the Company achieved 13,364 kiloliters of circular water through Condensate Recovery and Internal Effluent Treatment Plant (ETP) Recycle.

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 efficiency while reducing its carbon footprint.

For a detailed report on Company's sustainability efforts, kindly refer to the business responsibility and sustainability report (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.

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:

Rs. 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/pghh/terms-and-policies/#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 2023-24 are given below:

The above transaction was approved by the Shareholders by passing an Ordinary Resolution at the Annual General Meeting held on November 24, 2023. Being related parties, the Promoter shareholders had abstained from voting on the said resolution.

LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE

The Company had granted an intercorporate loan to one of its group companies, Gillette Diversified Operations Private Limited. Particulars of the loans as required under section 186 of the Companies Act, 2013, have been provided in note no. 5 read along with note 33 to the financial statements.

Further, the Company has not given any 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 complaint with allegation of sexual harassment was 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, 2024, 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, 2024, 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 2023-24, as required under Section 92(3) 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/pghh/shareholder- info/info/.

HUMAN RESOURCES

The Company has achieved remarkable success throughout the year by consistently delivering superior products to our consumers and customers. This has been made possible through a highly agile and empowered organization, enabling us to achieve outstanding business results and generate significant shareholder value.

The Company continues to focus on creating an appealing employer brand, attracting talent that aligns with our company's values, and nurturing that talent for future success. We have developed comprehensive human resource strategies, keeping employees at the centre of everything we do, and to ensure that our organization is well-prepared to meet future challenges.

India remains a critical talent source for us, and we have adapted our campus initiatives to proactively address changing times. We have launched innovative campus programs and revamped existing ones, ensuring a mix of virtual and face-to-face setups to accommodate a dispersed audience. Our internships, onboarding, and learning & development programs continue to receive recognition in various campus surveys. We are committed to nurturing our talent and fostering diverse leaders who will thrive in our ecosystem.

To foster a winning culture, it is crucial to engage and empower employees right from their comprehensive corporate onboarding program, known as GETiN. By instilling a growth mindset within our Company DNA, we encourage a love for learning and resilience, which are vital for achieving both organizational and personal goals.

We strongly believe in co-creating careers with our employees, allowing them to collaborate with the business and achieve fulfilling careers with us. We encourage our employees to be their authentic selves at work, as we strive to consistently evolve from good to great. Our performance management system evaluates employees based on their impact and growth.

P&G India has been consistently recognized as an employer of choice. For the seventh consecutive year, AVTAR has acknowledged us as one of the top 100 companies for women in India. We have also received accolades such as the Best Organization for Women by ET Now (2024), Buddies of Wellness by People Matters (2023), and Silver Employer for progress on LGBTQ+ inclusion at the Workplace by the India Workplace Equality Index (2023), among others.

The number of employees as on June 30, 2024 was 439.

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 investorpghh.im@pg.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Meena Ganesh, who was appointed as NonExecutive Independent Director of the Company for a period of five years, effective March 19, 2019, ceased to be a Director on the Board of the Company effective March 18, 2024, pursuant to completion of her tenure.

Mr. Karthik Natarajan ceased to be a director of the Company effective close of business hours of March 31, 2024, pursuant to his resignation from the Board.

The Board of Directors of the Company express their deepest gratitude to Ms. Meena Ganesh and Mr. Karthik Natarajan for their guidance, value creation and contribution to the Board during their tenure as Directors on the Board of the Company.

Dr. Ashima Goyal, was appointed as Non-Executive Independent Director of the Company for a period of five years effective March 19, 2024, pursuant to the Board's approval and recommendation of the Nomination and Remuneration Committee. The shareholders approved such appointment by a resolution passed via postal ballot and e-voting on March 13, 2024.

Mr. L. V. Vaidyanathan ceased to be the Managing Director of the Company effective close of business hours of April 30, 2024 due to his resignation from the Company. The P&G Management and the Board of Directors of the Company express their deepest gratitude to Mr. L. V. Vaidyanathan for his exemplary leadership, consistent value creation, and direction to the Company during his tenure as Managing Director of the Company.

Mr. Kumar Venkatasubramanian was appointed as Director and Managing Director of the Company for a period of five years effective May 1, 2024 pursuant to the Board's approval and recommendation of the Nomination and Remuneration Committee. The Shareholders of the Company approved his appointment by resolution passed via postal ballot & e-voting on July 3, 2024. Mr. Kumar Venkatasubramanian 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. Prashant Bhatnagar ceased to be Chief Financial Officer of the Company due to his resignation from the Company, effective June 28, 2024. Ms. Mrinalini Srinivasan was appointed as Chief Financial Officer of the Company effective June 29, 2024.

Mr. Ghanashyam Hegde and Mr. Gagan Sawhney, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 60th Annual General Meeting. Appropriate resolutions for the re-appointment of the aforesaid Directors are being proposed at the ensuing 60th 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 60th 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 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

Seven (7) 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 the Annual 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 policy, which are available on the website of the Company at https://in.pg.com/ india-governance-and-policies/pghh/terms-and- policies/#policies.

AUDITORS

At the Annual General Meeting held on November 15, 2022, Kalyaniwalla & Mistry LLP, Chartered Accountants were appointed as Statutory Auditors of the Company for a second term of five years, i.e., from the conclusion of the 58th Annual General Meeting until the conclusion of the 63rd Annual General Meeting.

The Report issued by Kalyaniwalla & Mistry LLP, Statutory Auditors on the financial statements of the Company for the Financial Year ended June 30, 2024 is part of the Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

COST AUDITORS

Ashwin Solanki & Associates, Cost Accountants carried out the cost audit as Cost Auditors for applicable business during the Financial Year 2023-24. The Board of Directors have re-appointed Ashwin Solanki & Associates, Cost Accountants for the Financial Year 2024-25. There were no qualifications, reservation or adverse remarks given by the Cost Auditors of the Company.

SECRETARIAL AUDIT

Secretarial Audit was carried out by Makarand M. Joshi & Co., Practicing Company Secretaries for the Financial Year 2023-24. There were no qualifications, reservation or adverse remarks given by the 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 products, ingredients and technologies, 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.