Directors Report of Gillette India Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the
annual report and the audited financial statements
of the Company for the nine months Financial Year
ended March 31, 2025.

FINANCIAL YEAR

The Board of Directors of the Company, on
January 23, 2025, approved the change in the
Financial Year of the Company from “July 1 - June 30”
period to “April 1 - March 31” period. Consequently,
the Financial Year of the Company for period under
review, viz., 2024-25, is a period of 9 months
commencing on July 1, 2024, and ending on March
31, 2025. Subsequent financial years of the Company
shall commence on April 1 every year and end on
March 31 of the succeeding year.

Accordingly, this report of the Board of Directors,
together with all its annexures, audited financial
statements and the auditors’ report have been
prepared for the nine months period from
July 1, 2024 to March 31, 2025. Hence, the numbers
are not comparable to the previous financial year,
which was a twelve months period (July 1, 2023 to
June 30, 2024).

DIVIDEND

During the Financial Year, the Board of Directors of
the Company, at its meeting held on February 10,
2025, declared an interim dividend of '' 65 per equity
share, which was distributed to the shareholders on
March 6, 2025.

The Board of Directors of the Company, at its meeting
held on May 26, 2025, have recommended a final
dividend of ''47 per equity share, for the Financial
Year ended March 31, 2025. This final dividend is
subject to approval of the Members at the ensuing
41^st Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended
March 31, 2025 (including the afore-mentioned
interim and final dividend), amounts to ''112 per
equity share.

FINANCIAL RESULTS

The Company’s financial performance for the
Financial Year ended March 31, 2025 is summarized
below:

Particulars	2024-25*	2023-24
Sales	2,235	2,633
Profit before tax	554	562
Profit after tax	418	412
Appropriations:
Opening balance in retained earnings	485	506
Oher Comprehensive Income	(5)	7
Transfer from share option outstanding account	8	-
Deemed Equity Distribution to Ultimate Holding Company	(4)	-
Dividend paid in the year	(358)	(440)
Closing balance in retained earnings	543	485
Earnings per share
- Basic ('')	128.17	126.35
- Diluted ('')	128.17	126.35

*Financial Year 2024-25 is a 9 months period from
July 1, 2024 to March 31, 2025, and hence the figures are
not comparable with the previous financial year which is a
12 months period.

MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS PERFORMANCE AND STRATEGY

For the 9-months Financial Year ended March 31,
2025, the Company reported sales of '' 2,235 Crores,
driven by a robust portfolio, superior execution
and a consistent pipeline of innovation to better
serve consumers. Profit after tax for the fiscal was
'' 418 Crores, driven by strong topline growth as
well as deliberate productivity interventions to fuel
superiority across the portfolio.

The Company continued to deliver a strong
performance, across top-line and bottom-line during
the Financial Year.

The Company continues to remain focused on long
term value creation and to better serve consumers,
customers, employees, society, and shareholders,
through its integrated growth strategy, which consists
of five strategic and integrated choices:

• A focused product portfolio where performance
drives brand choice

• Irresistible superiority across product, package,
brand communication, retail execution and
value, to delight consumers

• Productivity improvement in all areas of our
operations

• Leading constructive disruption of our industry
across all areas of the value chain

• An empowered, agile and accountable
organization, enabling us to better serve
consumers.

These strategic choices reinforce and build on each
other. When these strategic choices are implemented
effectively, they grow markets while creating
business, which in turn, grows Company’s share,
sales, household penetration and profit. Importantly,
this strategy is inherently dynamic, adapting to the
changing needs of stakeholders. This strategy is
yielding consistent results for the Company, and
therefore remains the right way forward as the
Company steps into the new fiscal year.

GROOMING SEGMENT PERFOMANCE

During the Financial Year, the Company’s grooming
business delivered strong performance, marked by
robust growth and continued market share gain. This
was driven by a focused strategy built on irresistible
superiority on product & packaging, effective
consumer engagement, and continuous innovation.
The Company’s grooming portfolio includes brands
like Gillette Guard, Gillette Labs, Gillette Mach
3, Gillette Fusion, Gillette Venus, Gillette Shaving
foams and Braun. The Company’s comprehensive
grooming portfolio continues to offer wide range
of products—from traditional hassle-free shaving
solutions; to advanced styling and shaping tools; and
electronic grooming devices, as well as comfortable
shaving experience to the female grooming needs,
ensuring we meet the unique requirements of every
consumer. In its decades of service, the Company
has strengthened its market leadership, continuing
to gain trust of its users.

The Company upgraded and enhanced the portfolio of
its much-loved Gillette Guard which offers a superior,
cut-free shaving experience with a chrome-platinum
coating for an enhanced protection against rust. As the
Company took this proposition to market, it successfully
gained the trust of millions of consumers who now rely
on Guard for their shaving needs.

With the understanding of evolving consumer needs,
the Company elevated range of Mach 3 razors by
integrating state-of-the-art technology, including
three anti-friction blades and unique facial adaptive
technology. This transformative shaving experience
ensures that “shave bhi ho jaye, aur pata bhi na chale
(worry and hasle free shaving experience), giving
the consumer both smooth and effortless shaving
experience.

Today’s consumers have diverse preferences,
including a desire for tools that allows them to
‘evolve’ their appearance as needed. With this
consumer insight at the forefront, the Company

revamped the packaging of Gillette Fusion 5 which
effectively communicates its unique and superior
proposition for “Perfect Shave, Perfect Shape.”

Braun products continued to show healthy growth in
the appliances sector.

Over the years, we have also evolved our
communication strategy to cater to our consumers
in a better way and thereby effectively resonate with
them.

Superior communication continues to be a key
vector for the Company for its female grooming
segment - Gillette Venus. It is a critical avenue to
reach consumers and educate them on the smooth,
painless, and hassle-free experience that Venus
provides. The Company does this via relatable digital
and social media-led communication.

Superior packaging is also essential for the consumers,
as it creates the perfect First Moment of Truth with
consumers, enhancing the delightful experience when
they encounter Gillette products. Through Gillette
Venus, the Company upgraded this moment for its
consumers, with improved cues on the package which
details the feature, benefit, ingredients, and usage
recommendations - all enabling consumers to quickly
identify and choose the right product to meet their
needs at a glance.

an assortment of products - featuring from gentle
to deep clean, special range for children, and an
advanced power-oral care range. The Company
continued to upgrade its propositions to keep
delighting consumers and meeting their evolving
needs pertaining to their oral health.

The Company is committed to enhancing consumers’
experience while brushing and providing them optimum
Oral Care.

In the manual oral care segment, the Company achieved
significant progress with two new launches. The new
Sensitive Expert toothbrush features a compact head
and ultra-thin bristles, crafted to provide healthier
gums and cleaner teeth for consumers. Moreover, the
Company introduced the Oral-B Charcoal Whitening
toothbrush, targeted at consumers looking for effective
teeth whitening solutions.

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

ORAL CARE SEGMENT PERFORMANCE

The Company’s Oral Care portfolio serves a diverse
range of consumers and their unique needs, with

With the insight that consumers who use Oral B
power oral care products have a much superior
experience, and to ensure more and more consumers
can experience this, the Company launched the iO3
electric toothbrush, which is designed to provide a
premium power oral care experience at an affordable
price point, inviting many more consumers into the
world of Oral B power oral care. Another new addition,
is the Vitality Pro Sensitive electric toothbrush, which
allows even more consumers to enjoy the benefits of
electric brushing by alleviating concerns that electric
brushes may be harsh on sensitive teeth.

The innovations in the oral care segment, supported
by dynamic go-to-market activations on e-commerce
platforms and a compelling communication strategy,
ensures the Company connects with consumers
where they are, delivering messages that truly
resonate with them.

ECONOMIC OUTLOOK, RISKS & OPPORTUNITES

The International Monetary Fund (IMF) projects Indian
economy to grow by 6.2% in 2025 and 6.3% in 2026.
This estimate stands tall against the global growth
projection which is projected at 3.3% in both 2025
and 2026, thus projecting that India will maintain its
position as a fast-growing major economy globally.
The growth is expected to be supported by private
consumption, particularly in rural areas.

Further, IMF predicts the global inflation rate to
decrease to 4.3% in 2025 and decline further to 3.6%
in 2026.

Steady government and private investment and
economic indicators of tax collections, foreign
reserves continuing to be healthy, present an
optimistic outlook for future, however, inflation and
demand needs to be remain on the watchlist in light
of the evolving global trade policies.

Although India’s economy is well-paced for growth,
uncertainties in global markets, financial volatility,
and disruptions in trade present significant risks.
Strategic reforms and fiscal strategies are crucial to
sustain and boost this growth amid evolving global
dynamics.

Within the FMCG industry, demand trends continue
to evolve. While non-food Inflation continues to stay
below RBI’s medium-term target of 4%*, consumer
consumption trends are still shifting. With healthier
monsoons last year and rural wages picking up,
rural demand is showing signs of healthy recovery.
Urban demand continues to remain soft, however
government investment is expected to inflect growth
shortly.

In this environment, the Company continues to
hold a cautiously optimistic outlook for the future
and is well positioned to sustain and improve its
performance with its integrated growth strategy and
serve the consumers with superior products.

Sources:

Press release of Ministry of Finance dated March 20, 2025;
Press release of Ministry of Finance dated April 23, 2025; and
IMF World Economic Outlook, April, 2025

FINANCIAL RATIOS & INDICATORS

Ratios	2024-25	2023-24	% Change
Debtors’ turnover ratio	6.84	8.86	-23#
Inventory turnover ratio	5.26	6.52	-19#
Current ratio	1.64	1.56	5
Net capital turnover ratio	4.46	6.16	-28#
Trade payables turnover ratio	1.50	1.64	-9#
Return on capital employed	50%	53%	-6#
Return on investment	5%	4%	8#

Ratios	2024-25	2023-24	% Change
Operating profit margin	25%	22%	15
Net profit margin	19%	16%	20%
Return on net worth	42%	42%	0#

#The numbers are not comparable as current year is a nine
month period vs. twelve month period in the previous year.

Note: The Company did not have any borrowings during the
Financial Year, hence interest coverage ratio and debt equity
ratio are not applicable.

RISK MANAGEMENT

The Company has set up a Risk Management
Committee and has also adopted a risk management
policy. 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 and addressed on a timely basis.
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. 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.

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 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.

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:

c	> i	| To uphold our Purpose, Values, and Principals in our work and in the business decision we make
	(	-----
		1 A	I To do the right thing at all times
	1	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 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 its office and plants. During the Financial
Year under review, no major security breaches or
incidents occurred at your Company’s plant. 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 CONTROLS & THEIR ADEQUACY

The Company continues to prioritize sustainable
control processes that are an 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 personal identifiable
information against financial losses and unauthorized
use. The robust controls environment at the Company
is efficiently managed and monitored through below
measures:

• Controls Self-Assessments

CSA''s are performed during the 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. Along with CSA''s, the company
also has a process of continuous monitoring

selective 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.

• Governance and Global Internal Audit

There are internal control experts in the organization
guiding business teams on day-to-day compliance
requirements. They also ensure that all key
processes, i.e. selling, distribution, trade & marketing
expenses, 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
Sarbanes-Oxley Act (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 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, ENVIRONMENTAL
SUSTAINABILITY AND CONSERVATION OF ENERGY

The Company believes that its efforts in
environmental sustainability are important to create
superior propositions for consumers, customers,
and shareholders, while improving its environmental
impact. The Company continuously seeks to reduce
the footprint of its operations and to enable
consumers to reduce their footprint, when they use
Company’s products.

The Company’s plant sites at Baddi and Bhiwadi are
a zero-manufacturing-waste-to-LandfiLL site, which
means that no manufacturing waste is discharged
into the environment.

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 reduce plastic packaging
waste and to design the product packaging to be
recyclable or reusable; and to reduce the use of
virgin petroleum plastic resin in consumer packaging.
The Company continues to be compliant with the
Extended Producer Responsibility guidelines on
plastic packaging waste collection.

The Company also aims to play its part in protecting
the water resources and addressing the key
challenges impacting its operations and the local
communities where it operates in.

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 holistic
program that focuses on improving learning outcomes
for children from underserved communities across
the country. P&G Shiksha has streamlined its efforts
to enable every child to learn with conceptual
understanding and realize their aspirations. P&G
Shiksha uniquely remains single-mindedly focused
on education, creating deep a and lasting impact.

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.

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.

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:

Particulars	For the year ended March 31, 2025	For the year ended June 30,2024
Foreign Exchange earnings	117.56	206.25
Foreign Exchange outgo	555.83	618.72

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 in accordance with the Companies Act,
2013 and SEBI (LODR) Regulations. 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 and takes into account the OECD
guidelines.

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 2024-25 are given
below:

Name of Related Party	Procter & Gamble International Operations S.A.
Nature of transaction	Import of Finished goods
Amount of transaction during Financial Year 2024-25	''365 crores

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 requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“the Prevention of Sexual
Harassment Act”), the Company has formulated
a Policy on Prevention of Sexual Harassment at
Workplace for prevention, prohibition and redressal
of sexual harassment at workplace and has duly
constituted Internal Complaints Committees for
redressal of any such complaints received. The

Company is committed to providing a safe work
environment. During the Financial Year, 2 complaints
with allegation of sexual harassment were filed with
the Company, which were resolved during the year.
No Complaints were pending for more than 90 days
from date of filing.

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 March 31, 2025,
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 March 31, 2025, 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

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 2024-25, 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 focus on creating an
appealing employer brand, attracting talent that
aligns with the Company’s values, and nurturing
that talent for future success. The Company has
developed comprehensive employee centric human
resource strategies, to ensure that our organization
is well-prepared to meet future challenges.

India remains a critical talent source for the Company,
and we have adapted our campus initiatives to
proactively address the ever-evolving talent cohorts.
The Company has launched innovative campus
programs and revamped existing ones to continue to
attract the best talent. The Company’s 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.

P&G India has been consistently recognized as an
employer of choice. For the eighth 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 (2025), Buddies of Wellness by People
Matters (2024), and Silver Employer for progress
on LGBTQ inclusion at the Workplace by the India
Workplace Equality Index (2024), among others.

The number of employees as on March 31, 2025
was 513.

The Company is compliant with the Maternity Benefit
Act, 1961.

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 [e-mail].

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Gagan Sawhney and Ms. Sonali Dhawan, Non¬
Executive Directors ceased to be Directors on the
Board effective September 25, 2024. The Board of
Directors of the Company express their deepest
gratitude to them for their guidance and contribution
to the Board during their tenure as Directors on the
Board of the Company.

Mr. Gurcharan Das (erstwhile Chairperson), Mr. Anil
Kumar Gupta and Mr. Chittranjan Dua ceased to be
Non-Executive Independent Directors on the Board
on completion of their tenures effective September
28, 2024. The P&G Management and the Board of
Directors of the Company express their deepest
gratitude to Mr. Gurcharan Das, Mr. Anil Kumar Gupta
and Mr. Chittranjan Dua for their valuable guidance,
leadership, counsel and direction to the Company
during their tenure.

Ms. Anjuly Chib Duggal was elected as Chairperson of
the Board effective September 29, 2024.

Mr. Sanjay Asher and Mr. C. P. Gurnani were appointed
as Non-Executive Independent Directors on the
Board effective September 29, 2024 and October 15,
2024 respectively, for a period of five years. Further,
the Shareholders of the Company approved such
appointment at the 40^th Annual General Meeting.

Mr. Gautam Kamath ceased to be Executive
Director and Chief Financial Officer of the Company
effective October 31, 2024. The Board of Directors
of the Company express their deepest gratitude to
Mr. Kamath for his guidance and contribution to the
Board during his tenure on the Board of the Company.

Ms. Srividya Srinivasan was appointed as Executive
Director and Chief Financial Officer of the Company
effective November 1, 2024. Further, the Shareholders
of the Company approved such an appointment at
the 40^th Annual General Meeting of the Company.

Mr. Pramod AgarwaL, Non-Executive Director, retiring
by rotation and being eligible, offers himself for
re-appointment. Appropriate resolution for said
re-appointment is being proposed at the ensuing
41^st Annual General Meeting of the Company.

AU 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”].

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 Act and the SEBI
(LODR) Regulations. 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 this 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/.

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 2024-25.

AUDITORS

At the Annual General Meeting held on November
18, 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 38^th Annual General
Meeting until the conclusion of the 43^rd Annual
General Meeting.

The Report issued by KaLyaniwaLLa & Mistry LLP,
Statutory Auditors on the financial statements of the
Company for the Financial Year ended March 31, 2025
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 2024-25. There were no qualifications,
reservations or adverse remarks given by Secretarial
Auditors of the Company. The Secretarial Audit report
is annexed to this Annual Report.

Further the Board at its meeting held on May 26,
2025, have approved appointment of MK Saraf &
Associates LLP, Practicing Company Secretaries, as
secretarial auditors of the Company for a term of five
years from April 1, 2025 to March 31, 2030, subject
to approval of shareholders of the Company at the
ensuing 41^st Annual General Meeting.

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Anjuly Chib Duggal
Chairperson

Date: May 27, 2025
Place: Mumbai

---

Jun 30, 2024

The Board of Directors have the pleasure of presenting the 40^th Annual Report including the Audited Financial Statements of the Company for the Financial Year ended June 30, 2024.

FINANCIAL RESULTS

(Figures in '' Crores)

Particulars	2023-24	2022-23
Sales	2,633	2,477
Profit before tax	562	473
Profit after tax	412	356
Appropriations:
Opening Reserve	506	384
Profit for the year	412	356
Re-measurement gain/ loss on defined benefit plan (net of tax)	7	(3)
Dividend	(440)	(231)
Balance carried to balance Sheet	485	506
Earnings per share
- Basic (?)	126.35	109.15
- Diluted (?)	126.35	109.15

FINANCIAL YEAR

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 January 30, 2024, declared an interim dividend of ?85 per equity share, which was paid on February 26, 2024. This interim dividend included a one-time special dividend of ?40 per equity share to commemorate Company''s 40 years of serving its consumers, customers, shareholders, employees, and society.

The Board of Directors of the Company, at its meeting held on August 29, 2024, have recommended a final dividend of ?45 per equity share, for the Financial Year ended June 30, 2024. This final dividend is subject to approval of the Members at the ensuing 40^th Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended June 30, 2024, including the interim dividend of ?85

per equity share and the final dividend of ?45 per equity share recommended by the Board amounts to ?130 per equity share.

ECONOMY AND MARKETS

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.

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

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

FINANCIAL PERFORMANCE

Despite a challenging operating and competitive environment, the Company delivered sales of 52,633 crore, up 6% versus year ago driven by a robust portfolio, strong brand fundamentals and superior retail execution. Profit After Tax (PAT) for the fiscal year, was 5412 crore, up 16% versus year ago due to the topline growth with product innovation.

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

Ratios	2023-24	|2022-23	Change
Debtors’ (Trade receivable) turnover	8.86	8.44	5%
Inventory turnover	6.52	6.30	3%
Return on investment	0.04	0.04	14%
Interest coverage ratio*	-	-	N.A.
Current ratio	1.56	1.53	2%
Debt Equity Ratio*	-	-	N.A.
Return on capital employed	0.53	0.44	22%
Net capital turnover	6.16	5.74	7%
Trade payables turnover	1.64	1.98	-17%
Operating profit margin	21.68%	19.40%	11.73%
Net profit margin	15.64%	14.36%	9%
Return on Net worth	42.01%	38.45%	9%

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

BUSINESS PERFORMANCE • GROOMING

Throughout the fiscal year, the Company continued to delight its consumers and drive category growth through a strong product portfolio, superior consumer communication and a continuous stream of product innovations. Our robust portfolio caters to a wide variety of jobs that our consumers expect grooming solutions to do, ranging from safe and efficient shaves, to styling and shaping tools and an assortment of dedicated ranges in shave care category as well as electronic grooming.

The Company’s grooming business delivered strong growth and continued to gain market share. 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.

The Company''s existing portfolio includes Gillette Guard, Gillette Mach 3, Gillette Fusion, Gillette Venus and Braun.

During the Financial Year, the Company introduced a super-premium razor - Gillette Labs, that transforms the mundane act of shaving into an extraordinary experience by offering a smooth and comfortable shave. With cutting-edge technology and a lifetime warranty on the handle, Gillette’s latest razor delivers a superior shaving experience that combines close shaves with gentle exfoliation.

In the female grooming section, the Company launched Venus Bikini Sensitive - a razor designed for intimate grooming for women which comes with a dermatologically tested patented irritation-defence bar, and delivers a flawlessly smooth result without any discomfort in intimate areas. This launch has enabled new consumers via strong media interventions and go-to-market excellence.

Over the years, we have also evolved our communication strategy to cater to our consumers in a better way and thereby effectively resonate with them.

The Braun business has demonstrated healthy growth in the appliances business.

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

With agility and thorough research for providing best-in-class products, backed by consumer

insights OraL-B accelerated category growth throughout the year. Our deliberate focus on irresistible superiority across vectors resulted in adding new users to the brand, along with balanced top and bottom-line growth.

In the electric toothbrush range, we drove a strong growth behind our extensive portfolio from battery to our superior IO technology. This combined with our digital activations helped deliver on our promise to provide superior oral care to our consumers.

This year, we executed an initiative on our Crisscross and Sensitive portfolio via premium packaging and best in-store visibility, delivering a key message of superior cleaning power of Crisscross toothbrushes to remove germs from hard-to-reach areas.

Oral-B introduced unique solutions to make brushing fun for its younger consumers. During the year, we continued our innovation on kids’ toothbrushes resulting in Oral B leading the kids segment growth by providing superior brushes. We launched a Kids toothbrush ‘Chotta Bheem’ designs - a popular animated character loved by children in India. The packaging brings this to life and enables parents to engage children in a very important activity of brushing, inculcating the right oral health habits at a young age.

The combination of strong innovations, with a robust go-to-market execution and strong media presence Led to meaningful value to our consumers and customers helping us grow. 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:

m	To uphold our Purpose, Values, and Principals in our work and in the business decision we make;
88 .
		I To do the right thing at all times	;
		To follow standards set forth in the WBCM and the law at all times		;
PS
		To know and fully comply with the laws, regulations, and company policies that apply to the employess'' work; and
¦	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 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 all 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 personal 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 objective, 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 (GIA)

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 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 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&GShiksha 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. We seek to reduce the footprint of our operations thereby enabling 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 plants at Bhiwadi and Baddi are zeromanufacturing waste-to-landfill sites, which means that no manufacturing waste is sent to landfill.

The Company continuously strives to achieve water efficiency. This year the Company achieved 2768 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 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:

(Figures in '' Crores)

	For the year ended June 30, 2024	For the year ended June 30,2023
Foreign Exchange 206.25 204.21 earnings
Foreign Exchange 618.72 outgo		723.93

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 2023-24 are given below:

Name of Related Party	Procter & Gamble International Operations S.A.
Nature of transaction	Import of Finished goods
Amount of transaction	'' 291 crores
during Financial Year
2023-24

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. Details of the complaints received and resolved during the year are given in the Corporate Governance Report.

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) 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 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), Women in Sales Evangelist by WinS (2024), 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 523.

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 [e-mail]. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Anjuly Chib Duggal who was appointed as NonExecutive Independent Director of the Company for a period of five years effective March 26, 2019, was re-appointed as Non-Executive Independent Director for a further period of five years effective March 26, 2024 pursuant to the approval of the shareholders of the Company through resolution passed via postal ballot and evoting on March 20, 2024.

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 Mr. Natarajan for his guidance and contribution to the Board during his tenure as Director on the Board of the Company.

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 and consistent value creation and direction to the Company during his tenure as Managing Director.

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 through resolution passed by postal ballot & e-voting on July 03, 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. Srinivas Maruthi Patnam-Director, retiring by rotation and being eligible, offers himself for re-appointment at the ensuing 40^th Annual General Meeting.

Appropriate resolution for the re-appointment of the aforesaid Director is being proposed at the ensuing 40^th Annual General Meeting, which the Board recommends for approval of the shareholders of the Company.

Details of the Directorships of Directors proposed to be appointed/re-appointed as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the Notice convening the ensuing 40^th 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

Six (6) 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 this 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 38^th Annual General Meeting (AGM) held on November 18, 2022 for a second term of five consecutive years, from the conclusion of the 38^th AGM until the conclusion of the 43^rd AGM.

The Report issued by Kalyaniwalla & Mistry LLP, Statutory Auditors on the financial statements of the Company for the Financial Year ended June 30, 2024 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 2023-24. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report is annexed to this Annual 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.

On behalf of the Board of Directors

Mumbai Gurcharan Das

August 29, 2024 Chairman

---

Jun 30, 2023

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

FINANCIAL RESULTS

(Figures in Rs. Crores)
Particulars	2022-23	¦2021-22
Sales	2,477	2,256
Profit before tax	473	411
Profit after tax	356	289
Appropriations:
Opening Reserve	384	316
Profit for the year	356	289
Re-measurement gain/ loss on defined benefit plan (net of tax)	(3)	4
Dividend	(231)	(225)
Balance carried to balance Sheet	506	384
Earnings per share
- Basic (?)	109.15	88.79
- Diluted (?)	109.15	88.79

FINANCIAL YEAR

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 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 39^th 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 8.7^A% 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
|Ratios	2022-23	2021-22	Change
Debtors’ (Trade receivable) turnover	8.44	9.70	-13%
Inventory turnover	6.30	6.10	3%
Return on investment	0.04	0.03	44%
Interest coverage ratio*	0	0	-
Current ratio	1.53	1.43	7%
Debt Equity Ratio*	0	0	-
Return on capital employed	0.44	0.45	-2%
Net capital turnover &	5.71	7.82	-27%
Trade payables turnover	1.98	2.19	-9%
Operating profit margin	19.40%	18.70%	4%
Net profit margin	14.36%	12.82%	12%
Return on Net worth	38.45%	35.07%	10%

^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.

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.

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 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

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 AntiCorruption 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 ANDCONSERVATION 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)
	For the year	For the year
	ended June	ended June
	30,2023	30,2022
Foreign Exchange	204.21	175.32
earnings
Foreign Exchange	723.93	587.60
outgo

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:

Name of Related Party	Procter & International S.A.	Gamble Operations
Nature of transaction	Import of Finished goods
Amount of transaction	'' 255.16 crores
during Financial Year
2022-23

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 [e-mail]. 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 39^th Annual General Meeting.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being proposed at the ensuing 39^th 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 39^th 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 38^th Annual General Meeting (AGM) held on November 18, 2022 for a second term of five consecutive years, from the conclusion of the 38^th AGM until the conclusion of the 43^rd 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.

---

Jun 30, 2022

Your Directors’ have the pleasure of presenting the 38^th Annual Report and the Audited Financial Statements of the Company for the Financial Year ended June 30, 2022.

FINANCIAL RESULTS

(Figures in '' Crores)
Particulars	2021-22	2020-21
Revenue from Operations	2,256	2,009
Profit before tax	411	429
Profit after tax	289	310
Earnings per share
- Basic (?)	88.79	95.25
- Diluted (?)	88.79	95.25

FINANCIAL YEAR

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

During the Financial Year, the Board of Directors declared an interim dividend of '' 33 per Equity Share. The payment of interim dividend to the shareholders was completed on February 25, 2022.

Your Directors are pleased to recommend a final dividend of '' 36 per Equity Share for the Financial Year ended June 30, 2022. This final dividend is subject to approval of the members at the ensuing 38^th Annual General Meeting.

ECONOMY AND MARKETS

The operating environment this year continued to be volatile, with unprecedented challenges, with high inflation in key commodities and supply chain disruptions, among others. Despite these headwinds, the Indian economy grew by 8.7%* in Financial Year 2021-2022 as we emerged from the pandemic. Several initiatives and measures introduced by the government, most importantly the accelerated rate of vaccinations, provided impetus and contributed towards economic recovery by aiding mobility, resumption of services and helping boost consumer confidence.

The pandemic accelerated many consumer and market trends, including the emergence of new channels, an enhanced focus on health, hygiene, and wellbeing. Digital dependency in everyday consumer lives increased substantially. However, inflation has ebbed consumption momentum, especially in rural markets.

* Source: Press release of Ministry of Finance dated August 1, 2022.

OPPORTUNITIES, RISK AND OUTLOOK

The International Monetary Fund (IMF) projects Indian economy to grow by 7.4%* in the Financial Year 2022-2023. With this, India will remain to be one of the fastest growing major economies in the world in 2022-23.

However, IMF projects global inflation in 2022 at 8.3%*. Sustained inflationary outlook, supply-chain constraints and external headwinds will continue to pose challenges. Amidst this, it will be imperative for companies to navigate through uncertainties caused by external factors and leverage the available opportunities with agility.

While short to medium term challenges exist owing to a weak 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 a resilient workforce, leverage opportunities with agility, address challenges and overcome the risks.

* Source: IMF World Economic Outlook July 2022.

BUSINESS PERFORMANCE

Despite unprecedented headwinds from macroeconomic challenges and softening consumption trends during the fiscal, the Company delivered sales of ? 2,256 crores, up 12% versus year ago behind the strength of its superior product portfolio and improved retail execution. Profit after tax was ? 289 crores, down 7%, largely behind commodity cost inflation which was significantly countered by cost productivity and price-mix. Compared to the fiscal two years ago, the Company’s sales are up 34% and Profit after tax is up 26%.

Our commitment to our integrated strategies of a strong portfolio, superiority, productivity, constructive disruption, and an agile & accountable organization structure, has empowered us to deliver these consistent results this fiscal year, despite unforeseen headwinds and disruptions in the macroeconomic and business landscape. This is a testament to the strength of our products and strategic choices to drive meaningful superiority across products, packaging, communication, retail execution and value proposition. Our strategy is fueled by balancing innovation and industry-leading practices, while driving productivity in everything we do via resilient organization. While the near-term continues to be marked by unprecedented challenges and uncertainties, we will continue to focus on our strategy which has consistently enabled us to deliver balanced growth and value creation.

Your Company has delivered great 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, society and shareholders through five strategic and integrated choices: a portfolio of daily-use 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 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.

FINANCIAL RATIOS
	2021-22	2020-21	Change (%)	Explanation for changes over 25% in the ratios, if any
Debtors’ (Trade receivable) turnover	9.93	10.34	-4	-
Inventory turnover	6.10	6.17	-1	-
Interest coverage ratio	40.10	82.80	-52	The variation is on account of higher interest on income tax in the current year
Current ratio	1.43	1.46	-2	-
Debt equity ratio	-	-	-	-
Operating profit margin	19%	22%	-14	-
Net profit margin	13%	15%	-17	-
Return on Net worth	35%	37%	-4	-

GROOMING BUSINESS

Your Company’s grooming business had a strong year. Our irresistible superiority on product and commercial innovations continued to add millions of new users to the Gillette franchise delivering holistic top-line, bottom-line and market share growth.

This year, we executed an initiative on Gillette Mach 3 with a wider product range, premium packaging and best in-store visibility. We also launched Venus Skin love - a premium disposable 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.

We integrated the selling and marketing operations for Braun in India. Braun is a world-renowned brand known for its design, precision and innovative technology. Braun adds an extensive range of male and female grooming products like electric shavers, trimmers and epilators thereby better catering to evolving needs of today’s consumer.

We launched the superior Criss Cross range of toothbrushes with Indicator bristles and also expanded our naturals portfolio. We launched our entry level Kids toothbrush which will help bring quality oral care at an affordable price.

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 2020-21, Oral-B delivered another year of strong results in Financial Year 2021-22 with strong growth across value share, volume share and market penetration for the brand. Our deliberate focus on irresistible superiority across vectors resulted in adding millions of new users to the brand, along with balanced top and bottom-line growth.

In the electric toothbrush range, we drove strong growth behind our digital activations to help deliver on our promise to provide superior oral care to our consumers.

The combination of strong innovations, with a robust go-to-market execution and strong media presence led to meaningful value to our consumers and customers helping us grow significantly ahead of the category.

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

RISK MANAGEMENT

Your Company has set up a Risk Management Committee, details of which are provided in the Corporate Governance section of the report. The Company 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.

BUSINESS, FINANCE & OPERATIONAL RISKS

On business risks, the Company undertakes a Competition Response Model program. For financing risks, it 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. This coverage duly covers any risks relating to business interruption resulting from property damage and legal liability resulting from property damage or personal injury. The Company has in place a very stringent and responsive system under which all its distributors and vendors are assessed before being selected.

REGULATORY AND COMPLIANCE RISKS

Your Company operates within the letter and spirit of all applicable laws. General compliance with legal requirements is an important component of your Company''s Worldwide Business Conduct Manual and the same directs the following action from every employee:

• To obey all legal requirements at all times;

• To understand exactly what legal requirements apply to the work function;

• To consult the legal personnel if there are conflicting legal requirements in different jurisdictions;

• To strictly follow the directions from the legal personnel;

• To address and resolve, in a timely manner, any legal compliance issues that have been identified;

• Absolutely no violation of any law; and

• To immediately report any instance of violations to the Legal Department.

Your 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.

SECURITY RISKS

Your 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 at any of the Company’s plants. 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 CONTROLS & THEIR ADEQUACY

Your 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 your Company is efficiently managed and monitored through:

• Controls Self-Assessments (CSAs)

CSAs 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 (GIA)

Reviews led by a team of three 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 lead by the Company’s Global Internal Audit team. This team comprises of certified internal controls process experts and 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.

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 2021-22.

BUSINESS RESPONSIBILITY REPORT

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

CORPORATE SOCIAL RESPONSIBILITY & CITIZENSHIP EFFORTS

We have built Citizenship into how we do business every day. Our Citizenship framework comprises of our actions and initiatives across key pillars of Community Impact, Equality & Inclusion and Environmental Sustainability, with a foundation of Ethics & Corporate Responsibility guiding everything we do. Since its foundation, your Company believes in being a force for growth and force for good in the communities that it operates in.

Through our flagship CSR program - P&G Shiksha, we continue to focus on providing holistic education for underprivileged children through a 360-degree educational intervention. We launched the ‘#PGSurakshaIndia’ program in response to the COVID-19 pandemic, to serve our employees, consumers, and communities alike in testing times, in partnership with various government and relief organizations. Further, our disaster relief efforts aim to provide aid to those affected by natural disasters. In addition to this, our brands and people continue to make a positive difference in society through their consistent hard work.

We introduced our flagship CSR program ‘P&G Shiksha’ in 2005 with the vision of providing means to education to underprivileged children in the country. Today, we have come a long distance from where we began. The 2500 schools that we have built and supported over the years will impact over 23 lakh children in need by improving their learning environment.

Over time, ‘P&G Shiksha’ has evolved into a holistic education program that aims to improve learning outcomes in children, strengthen educational infrastructure and empower marginalized girls through education.

Along with our NGO partner Round Table India (RTI), we have focused on constructing new classrooms, building playgrounds and improving health and hygiene facilities for children like clean drinking water and separate toilets for girls and boys at Government owned schools. We believe that this will impact the learning environment and encourage more students to take interest in education, return to school and

enable a change in mindset. Last year, we undertook multiple projects and constructed more than 300 classrooms.

We are partnering with Educational Initiatives to implement ‘Mindspark’, a computer based adaptive learning tool to remediate learning gaps in students across government schools in Rajasthan, Himachal Pradesh, Maharashtra, Madhya Pradesh, Andhra Pradesh, Uttarakhand, Gujarat and Telangana. Research found that children studying in a particular grade may not possess the conceptual understanding and grade level competency which is at par with the grade they are in. This means, that a child may progress to a higher grade, yet does not fully understand a concept from a lower grade.

‘Mindspark’ helps in minimizing this learning gap in children and bringing their learning levels at par with their grade.The tool integrates pedagogy, teacher instruction and a learning management system to assess a student’s learning level and develop a customized learning path for each one of them. During the pandemic induced school closure, we upgraded the tool to make it available on smartphones, to enable children to continue learning from the safety of their home and minimize learning losses. As schools begin to reopen, we are now focusing on bringing the program back to schools, so the children can learn more effectively and efficiently. Last year, the program impacted over 72,000 children across 8 states in the country, by enabling learning from the safety of home.

Together with our NGO partner Pratham Education Foundation, we are working towards bridging existing learning gaps in children through on-ground remedial learning interventions. We do this through a community based and an ‘in-school’ model, together with the support of trained volunteers from within the community and teachers at school. During the lockdown, we had adopted a remote outreach model of engaging with the children, by leveraging technology and mobilizing the community volunteers, to ensure learning continuity. As part of this, we regularly shared simple project-based activities with children focused on language, math and science by leveraging WhatsApp, phone calls and SMSs. Further, we also shared curated messages in text, audio and video formats to aid the learning process.

As schools begin to reopen, in addition to our digital outreach, we conducted learning camps focused on strengthening foundational learning levels in children. This was aimed at ensuring school-readiness, with the support of our community volunteers. During the fiscal year, we impacted over 30,000 children across 5 states and 1 Union Territory and observed a significant improvement in their learning levels. At the end of the intervention, more than 70% students

were able to read as per their expected Learning Levels compared to Less than 25% at the beginning of the intervention.

Through our early childhood education program in partnership with Pratham Education Foundation, we are focusing on developing motor, cognitive, social-emotional, language and creative skills in children, thereby setting them up for a fast-paced growth as they start school. During the pandemic, we ensured learning continuity, by engaging with parents and community volunteers to conduct learning activities with children at home using materials easily available at home like peas, beads, clay and more. As the pandemic began to ease, we launched a school readiness campaign, for equipping children studying in Grades 1 and 2, with essential foundational skills as they start school, with the support of their mothers. During the year, we impacted more than 55,000 children through this program. At the end of the intervention, more than 80% of children in the intervention group demonstrated socio-emotional, cognitive, motor and language skills.

Additionally, your Company also continued to impact the communities around its plants in a holistic manner throughout the Financial Year.

Your 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

Environmental sustainability is embedded in everything we do, and we work towards achieving ambitious goals that we set, to continue our progress. We believe that while it is our responsibility to create and deliver superior products and value to our consumers to improve their lives, it is also our responsibility to do so in a way which minimizes our environmental footprint. We ensure this by focusing on technologies, processes and improvements that matter for the environment and are based on our endeavour of being a force for good for the planet.

Within its operations, your Company strives to grow responsibly and continuously improve our efficiency while reducing our carbon footprint.

All our manufacturing units in India are ‘zero waste to landfill’, which means that no manufacturing waste is discharged into the environment. Your Company’s plants have significantly reduced carbon emission and energy consumption. Apart from this, the plants are also raising awareness about environmental sustainability in the neighbouring community through engagements and plantation drives.

The P&G brands have also stepped forward towards environmental sustainability. Our brand Venus already uses 30% recycled plastic for its handles. The Venus boxes are also fully recyclable.

Additionally, we put forth a new ambition to achieve net-zero greenhouse gas (GHG) emissions across its operations and supply chain, from raw material to retailer, by the year 2040. Your Company continues to build partnerships with external organizations to combat some of the challenges and issues we are facing today on sustainability.

Certain sustainability measure taken by the Company at its various sites are given below:

• Installation of brane tank in softener plant during the softener regeneration, helped to reduce water consumption.

• Installation of scale watcher controllers for cooling tower led to reduction in water usage & chemical dosing.

• Installation of Zero Liquid Discharge system is under progress at Bhiwadi plant, through which we will be able to recirculate the ETP treated water back to process thereby resulting in water footprint reduction.

• Installation of motion sensors in meeting rooms to switch off split air conditioners, when not in use, to save energy.

• Installation of piped natural gas kit on diesel generator sets for dual energy.

• Identification of air leakages through regular inspections and maintenance of compressed air systems along with use of specialized equipment for air leakage detection has minimized compressed air leaks and resulted in reduction in consumption of power.

• GHG emission reduction by investment in renewable energy certificate.

• Use of electric vehicles for regular transport of employees and electrification of kitchen, leading to reduction of GHG emissions.

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

Your Company has the advantage of availing advanced technology and continuous upgradation thereof from The Procter & Gamble Company, USA and its subsidiaries (The Procter & Gamble group). This is an unmatched competitive advantage that helps the Company deliver strong business results.

Your Company benefits from the Procter & Gamble group’s research and development efforts and activities across the globe. Technology absorption and adaptation is a continuous process. The products manufactured / sold by the Company are a result of the imported technology received on an ongoing basis from the Procter & Gamble group. 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.

As the Company avails benefits of research and development of the Procter & Gamble group across the globe, your Company has not incurred any expenditure on research and development during the Financial Year.

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 '' Lakhs)
	For the	For the
	year ended	year ended
	June 30,	June 30,
	2022	2021
Foreign Exchange earnings	17,532	11,980
Foreign Exchange outgo	58,760	57,284

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transactions which is 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, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of material related party transaction entered into during the Financial Year 2021-22 are given below:

Name of Related Party	Procter & Gamble International Operations S.A., Singapore Branch
Nature of transaction	Import of Finished
	goods
Amount of transaction during	'' 295.76 crores
Financial Year 2021-22

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.

All related party transactions entered into during the Financial Year were in the ordinary course of 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 your Company.

LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE

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

PUBLIC DEPOSITS

Your 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,

your Company has constituted internal Complaints Committee. During the Financial Year, three complaints with allegations of sexual harassment were filed with the Company. The complaints were closed during the Financial Year. No complaints were pending as on June 30, 2022.

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, 2022, 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 or loss 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, 2022, 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 Financial Year 2021-22, 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

Your 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. Your 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: Your Company continues to be a key source for Global talent and a preferred Employer of Choice for the workforce in India. We continue to drive our build from within strategy and 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. We implemented a fully face to face internship program this year for all our campus interns. We continue to retain our 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.

Our Company’s performance management system is robust and strives for Impact through Growth. It

clearly assesses and differentiates employees on the basis of performance. We have established a CARE program to build the capability of our people managers. With our focus on inclusive development, we were recognized by ''Working Mothers'' Magazine as one of the Best Companies for Women in India 6^th year in a row. The number of employees as on June 30, 2022 was 597.

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 [e-mail].

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Gagan Sawhney ceased to be Chief Financial Officer of the Company effective July 31, 2021 and was re-designated as ''Non-Executive Director'' of the Company effective August 1, 2021.

Mr. Gautam Kamath had been appointed as the Chief Financial Officer of the Company effective August 1, 2021. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee had appointed Mr. Gautam Kamath as an Additional Director upto the 37^th Annual General Meeting of the Company and Executive Director for a period of five years, effective August 1, 2021. Further, the Shareholders have approved such appointment by resolution passed through postal ballot mechanism on October 16, 2021. Mr. Kamath being a non-resident at the time of his appointment, application was made to Central Government for its approval.

Mr. Karthik Natarajan was re-designated as NonExecutive Director of the Company effective August 24, 2021.

The Board of Directors on the recommendation of the Nomination & Remuneration Committee had appointed Mr. Srinivas Maruthi Patnam, as an Additional Director holding office upto the 37^th Annual General Meeting of the Company and Executive Director for a period of five years, effective

September 1, 2021. Further, the Shareholders of the Company approved such appointment at the 37^th Annual General Meeting.

Mr. Ghanashyam Hegde ceased to be Company Secretary & Compliance Officer of the Company effective August 31, 2021 and Ms. Flavia Machado has been appointed as the Company Secretary & Compliance Officer of the Company effective September 1, 2021.

Mr. Madhusudan Gopalan ceased to be the Managing Director of the Company effective June 30, 2022. The P&G Management and the Board of Directors of the Company express their deepest gratitude to Mr. Madhusudan Gopalan for his exemplary leadership and consistent value creation, guidance and direction to the Company during his tenure as Managing Director.

Mr. L. V. Vaidyanathan has been appointed as Managing Director of the Company effective July 1, 2022. The Shareholders of the Company have approved his appointment by resolution passed through postal ballot mechanism on July 17, 2022. Mr. L. V. Vaidyanathan being a non-resident at the time of his appointment, the Company is in the process of seeking approval for his appointment from the Central Government.

Mr. Pramod Agarwal and Ms. Sonali Dhawan, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 38^th Annual General Meeting.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being proposed at the ensuing 38^th 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 38^th Annual General Meeting of the Company.

The Independent Directors of your Company have given declarations to your Company stating that they meet the criteria of independence as mentioned under 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 fulfill the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the familiarization programme 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

Six (6) 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

Your 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 appointed as Statutory Auditors of your Company at the 33^rd Annual General Meeting held on November 15, 2017 for a term of five consecutive years up to the ensuing 38^th Annual General Meeting. It is proposed to re-appoint Kalyaniwalla & Mistry LLP, Chartered Accountants as Statutory Auditors of your Company to hold office from the conclusion of the 38^th Annual General Meeting until the conclusion of the 43^rd Annual General Meeting. The Audit Committee and the Board of Directors of the Company recommend the said re-appointment to the Shareholders for their approval. Appropriate resolution for the said re-appointment is being moved at the ensuing 38^th Annual General Meeting.

The Report given by Kalyaniwalla & Mistry LLP, Statutory Auditors on the financial statements of the

Company for the Financial Year ended June 30, 2022 is part of this 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 2021-22. 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, your 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.

Your 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.

On behalf of the Board of Directors

Mumbai Gurcharan Das

August 22, 2022 Chairman

---

Jun 30, 2018

The Directors have the pleasure of presenting the 34^th Annual Report and the Audited Financial Statements of the Company for the Financial Year ended June 30, 2018.

FINANCIAL RESULTS

(Figures in Rs. Crores)

	2017-18	2016-17
Revenue from operations	1 677	1 788
Profit before tax	345	374
Profit after tax	229	253

FINANCIAL YEAR

The Company continues to follow its Financial Year as July 1^st to June 30^th, pursuant to the approval received from the Company Law Board in terms of Section 2 (41) of the Companies Act, 2013.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs.23 per Equity Share for the Financial Year ended June 30, 2018.

BUSINESS PERFORMANCE

Your Company delivered another strong year with Sales of Rs.1,677 crores and Profit After Tax (PAT) of Rs.229 crores for the Financial Year 2017-18. Sales grew 7% versus year ago on comparable* basis. The reported sales were down 6% versus year ago due to changes in the treatment of indirect taxes post implementation of GST.

Both the Grooming and Oral Care businesses delivered strong comparable sales growth, ahead of market behind strong brand fundamentals, strength of the portfolio and improved in-store execution.

GROOMING

In the Men’s Grooming business, Gillette continues to be the market leader. Our irresistible superiority on product and commercial innovations continued to add millions of new users to the Gillette franchise.

On Gillette Mach3, India’s leading premium system razor, we strengthened brand fundamentals and step changed the go-to-market plans. Gillette Guard, our pioneering entry-level system, registered its strongest year on value, volume and share growth, since its launch in 2010, behind strong awareness, activation and go-to-market plans.

In the brand’s female portfolio, we launched a new product ‘Simply Venus’, a 3-blade disposable razor at an affordable price to cater to the grooming needs of female consumers. As a result of key interventions across the Gillette portfolio; this year we recorded our highest market share increase across the Blades and Razors category in a single Financial Year.

Gillette Double Edge blades continued to grow primarily led by 7-o’clock and Wilkinson Sword brands.

ORAL CARE

After a challenging Financial Year 2016-17, Oral-B delivered extremely strong results in Financial Year 2017-18 growing volume share, value share and penetration for the brand. We had strong, broad based results across different brush tiers. In the premium tier we upgraded the packaging to establish superiority and corrected the price of our brushes to ensure we are intentionally up-tiering consumers from entry & mid-tier. We also expanded the trial of our Electric rechargeable toothbrushes working closely with our dentist partnership team and our e-commerce players. In mid-tier, we step changed our proposition behind meaningful innovations like Cavity Defense Black and the launch of India’s first Neem infused toothbrush. These innovations coupled with extremely strong go-to-market execution were received extremely well by the consumers and trade helping us to grow significantly ahead of the category.

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

Your Company continued its partnership with dentists, to promote oral health awareness via the free dental checkup program. Oral-B manual brushes continued to be the most recommended and used toothbrush brand among dentists in India (based on survey of representative dentists sample in India).

CORPORATE SOCIAL RESPONSIBILITY

The only way to build a sustainable business is to improve lives

For your Company, sustainability means making every day better for people through how we innovate and how we act. As a responsible corporate citizen, we have built sustainability into the way we operate and grow our brands to conserve natural resources and make a difference to communities across the world. This strategy has inspired an enduring CSR strategy supported by two pillars - P&G Shiksha and Timely Disaster Relief. While P&G Shiksha provides children from underprivileged backgrounds with an access to a holistic education, your Company’s disaster relief activities aim to rehabilitate and empower the victims of natural disasters by providing them with daily essential commodities and safe drinking water.

Through your Company’s signature corporate sustainability program P&G Shiksha, till date we have supported over 1800 ( 300 since last year) schools across the country that will impact the lives of over 1.4 million ( 200,000 since last year) children, in partnership with a number of NGOs / organizations like — Round Table India (RTI), Pratham, Education Initiatives, amongst others. These partners serve as specialists, lending their expertise to particular aspects of the education system. For example, the NGO RTI is dedicated towards constructing educational infrastructure and supporting schools across India. Pratham has special expertise in remedial learning to help bring children up to speed with the learning levels in their curriculum. Education Initiatives (EI) has expertise in computer assisted learning software to improve learning levels among children.

Since its commencement in 2005, P&G Shiksha has also empowered consumers to contribute towards the education of underprivileged children by making conscious brand choices. This has enabled your Company to share a part of the sales towards this movement. P&G Shiksha has till date made a cumulative donation of over Rs.80 crores towards building new schools, providing critical infrastructural amenities at existing schools or reviving non-operational government schools.

A key area of our intervention is Remedial Learning. We have partnered with Pratham Education Foundation to improve the learning outcomes and bridge the existing gap between current and existing learning levels. The results on remedial learning were phenomenal; we reached out to more than 670 schools and over 24,000 children; and saw the learning levels in the children rise at the end of the year following our interventions. Before the intervention, around 20% children in these schools were able to read and write as per their curriculum level, which increased to around 70% after our intervention. Similarly, there was more than a twofold increase in the percentage of children who were able to do basic arithmetic after our intervention.

Two years ago, P&G Shiksha entered into a partnership with Education Initiatives (El) and Government of Rajasthan to implement Mindspark, a computer based adaptive learning solution that integrates pedagogy, teacher instruction and a learning management system to help students learn better. The tool analyses the learning levels of the students in language and mathematics by presenting them with questions in increasing level of difficulty. On answering incorrectly, the student is provided a simple or detailed explanation, or is redirected to questions that strengthen the basic understanding. The program was implemented in 30 government schools in Rajasthan where over 6700 students spent over 10,000 hours learning using Mindspark. Post the intervention, the learning levels among students using Mindspark improved two-fold compared to the control group. The tool also provides teachers with information on the progress and learning levels of students which is used for effective classroom management and instruction.

Your Company continued to impact the communities around its plants in a holistic manner throughout the Financial Year. At about 20 km from the Bhiwadi Plant, in association with IBTADA, a local NGO, P&G Shiksha continues its association with a local school to promote the education of girl children in Gwalda village. The students are provided holistic support in the form of uniforms, library, meals, infrastructure, recreational activities & study tours. For the fourth consecutive year, the program was recognized with the prestigious Bhamashah award by the Rajasthan Government for outstanding contribution in promoting education and creating a transformational change in the lives of young girl children.

We are encouraged by the results on our new areas of focus in 2017-18 and P&G Shiksha is all set to build on and strengthen the its efforts in 2018-19. Since the government has highlighted ‘quality of education’ as one of the key focus areas for country’s growth in the next decade, your Company is well poised to play an active role in the India Success Story.

Your 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 CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure I to this Report.

ENVIRONMENTAL SUSTAINABILITY AND CONSERVATION OF ENERGY

Environmental sustainability is embedded in our Purpose, Values, Principles, and our business. To improve lives, now and for generations to come, we ensure that our products, packaging and operations are safe for employees, consumers and the environment. We ensure this with a focus on technologies, processes and improvements that matter for the environment.

Your Company’s Head Office at Mumbai reduced its annual energy consumption by over 23.5% over the last 15 years. Your Company’s Bhiwadi and Baddi plants are ‘zero waste to landfill’ sites which means that there is no manufacturing discharge into the environment. The plants are leveraging technology, experts, employees and renewable sources of energy to reduce our overall footprint and make our operations more sustainable. In addition to this, the Bhiwadi plant took several employee engagement initiatives to further drive an energy saving mindset. In the last 5 years, all the footprints (energy & water usage per unit of production, emissions and waste generated per units of production) have been reduced by more than 50% through different interventions. We also engage with employees and surrounding communities to make a difference through awareness initiatives and tree plantation drives.

For your Company, sustainability inspires and guides everything. Moreover, we ensure environment friendly practices at our sites. These include reduction in power consumption, optimal water consumption and eliminating excess use of paper.

TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption:

- Usage of low pressure compressors; and

- Continued implementation of quality control/quality assurance procedures of products and processes were successfully adapted on commercial scale to utilize local raw materials and machinery; technical services for reliability, quality, cost savings and technology transfer from overseas.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

- Usage of low pressure compressors resulted in cost reduction and saved electricity consumption

- The above efforts resulted in improving process efficiencies, consistent quality of our products, introduction of new products, import substitution and successful absorption of technology.

iii. Imported technology:

a. Details of technology imported:

Double pitch double edge perforation tool & bruderer press, which gives double production on same speed, leading to improvement in productivity & reduction in cost

b. Year of import: 2017

c. Whether the technology been fully absorbed: Yes

iv. Expenditure on Research & Development:

Your Company has not incurred any expenditure on research and development during the Financial Year.

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 Companies (Accounts) Rules, 2014 are mentioned below:

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transactions which is also available on Company’s website at http://www.pg.com/en_IN/ invest/gillette/corporate_governance/policy.shtml. 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, entered in the ordinary course of business and at arm’s length. All related party transactions are subjected to independent review by external chartered accountancy firm to confirm compliance with the requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of material related party transaction entered into during the Financial Year 2017-18 are given below:

Name of Related Party	Procter & Gamble International Operations S.A., Singapore Branch
Nature of transaction	Import of Finished Goods
Amount of transaction during Financial Year 2017-18	Rs.376.33 Crores

The above transaction was approved by the Shareholders by passing an Ordinary Resolution through Postal Ballot on January 8, 2018. The Promoter shareholders abstained from voting on the said resolution.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm’s length basis. 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 your Company.

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

Your 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 (‘Act’) and Rules made thereunder, your Company has constituted Internal Complaints Committees (‘ICC’). 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, 2018, 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 or loss 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, 2018, 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

BUSINESS RESPONSIBILITY REPORT

A separate report on Business Responsibility has been appended as Annexure II to this Report.

CORPORATE GOVERNANCE

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

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 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 http://www.pg.com/en_IN /invest/gillette/.

MANAGEMENT & PERSONNEL

The strength of business over the past few years and resilience in this particular year due to multiple economic headwinds in the country demonstrates the core strengths of our employees to stay reality based and influence the course of business. Financial Year 2017-18 was a year of overall strong growth in many categories. Our productivity continues to be best-in-class with major progress in Leadership and Talent Development.

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

The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of 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 the Registered Office of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year, Mr. Al Rajwani ceased to be the Director and Managing Director of the Company effective June 30, 2018 consequent to his retirement after 37 years of service with the P&G group. Subsequently, Mr. Madhusudan Gopalan was appointed as Director and Managing Director of the Company effective July 1, 2018.

Ms. Sonali Dhawan, Director, retires by rotation and, being eligible, offers herself for re-appointment at the ensuing 34^th Annual General Meeting of the Company.

Ms. Flavia Machado shall cease to be the Company Secretary and Compliance Officer of the Company effective September 17, 2018. Mr. Ghanashyam Hegde has been appointed as the Company Secretary and Compliance Officer of the Company effective September 18, 2018.

Brief resume of Ms. Dhawan, being Director proposed to be reappointed at the ensuing 34^th Annual General Meeting and the details of the Directorships held in other companies are given in the Corporate Governance section of the Annual Report.

Appropriate resolution for the re-appointment of Ms. Dhawan is being moved at the ensuing 34^th Annual General Meeting, which the Board recommends for your approval.

The Independent Directors of your Company have given Certificate of Independence to your 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 details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The 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 has been appended as Annexure IV to this Report. The same is also available on the website of the Company at http://www.pg.com/en_ IN/invest/gillette/corporate_governance /policy.shtml.

AUDITORS

Kalyaniwalla & Mistry LLP were appointed as Statutory Auditors of your Company at the 33^rd Annual General Meeting held on November 15, 2017 for a term of five consecutive years.

The Report given by Kalyaniwalla & Mistry LLP, Statutory Auditors on the financial statements of the Company for Financial Year ended June 30, 2018 is part of the Annual Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

POLICIES

Your Company has adopted 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 http://www.pg.com/en_IN/invest/gillette/corporate_ governance/policy.shtml. The dividend distribution policy has also been appended as Annexure V to this Report.

The details of the policies are provided in the Corporate Governance section annexed to this Report.

SECRETARIAL AUDIT

Secretarial Audit was carried out by Dholakia & Associates LLP, Company Secretaries for the Financial Year 2017-18. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report has been appended as Annexure VI to this Report.

SECRETARIAL STANDARDS

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

TRADE RELATIONS

The Directors wish to thank the retailers, wholesalers, distributors, suppliers of goods & services, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in promoting such healthy growth in the Company’s business.

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/ 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.

On behalf of the Board of Directors

B. S. Mehta

Chairman

Mumbai

August 23, 2018

---

Jun 30, 2017

The Directors have the pleasure of presenting the 33^rd Annual Report and the Audited Accounts of the Company for the Financial Year ended June 30, 2017.

FINANCIAL RESULTS

(Figures in Rs, Crores)

	2016-17	2015-16
Revenue from operations (continuing business)	1788	1776
Profit before tax (continuing business)	374	306
Profit after tax (continuing business)	253	199

FINANCIAL YEAR

The Company continues to follow its Financial Year as July 1^st to June 30^th, pursuant to the approval received from the Company Law Board in terms of Section 2 (41) of the Companies Act, 2013.

DIVIDEND

The Directors are pleased to recommend a final dividend of Rs, 10/- per Equity Share for the Financial Year ended June 30, 2017. During the Financial Year, the Board of Directors declared a special interim dividend of Rs, 154/- per Equity Share, out of the profits for the current year and accumulated surplus from profits of earlier years. This was to celebrate 30^th anniversary of Make in India of its flagship brand Gillette. The said interim dividend was paid to the Shareholders on June 2, 2017.

BUSINESS PERFORMANCE

Your Company delivered another good year in a volatile external environment. Sales for the Financial Year 2016-17 increased by 1% to Rs, 1788 crores from Rs, 1776 crores driven by CompanyRs,s focus on brand fundamentals and strength of product portfolio.

Profit after tax increased by 27% to Rs, 253 crores while Profit before tax increased by 23% to Rs, 374 crores. This was behind continued focus on productivity, operational excellence and cost optimization.

GROOMING

In the Men''s Grooming business, Gillette continues to be the market leader. We have put strong Go-to-market plans & made strategic portfolio choices to strengthen the total grooming portfolio.

On Gillette Mach3, the biggest systems franchise, we grew share & had double digit growth. This was behind our new locally created consumer communication of Stronger than Steel Blades.

Gillette Guard, the entry level system, continued to grow double digit & gain share. Gillette Guard''s College Program ''Safalta Apni Muthi Mein’ was recognized globally across multiple award forums as the Best Grooming College Program in India.

In the brand''s female portfolio Venus (World''s # 1 selling Women''s razor), we launched our next innovation, Venus Breeze, a 2 in 1 product with moisturizing gel bars. Venus continued to deliver high double-digit growth behind strong awareness and in-store executions.

ORAL CARE

Financial Year 2016-17, was a challenging year for Oral-B, with multiple external factors. However, the brand continued to focus on the consumers and strong in store fundamentals.

Oral-B launched electric rechargeable toothbrushes. We also had several strong innovations on manual toothbrushes like the launch of Pro-Health Anti-Bacterial toothbrush, Ultrathin Sensitive toothbrush range and Cavity Defense Black. All these innovations were received extremely well by the consumers and trade helping us to further establish our product superiority.

Oral-B further strengthened its partnership with dentists, to promote oral health awareness via the free dental checkup program. Oral-B brushes continue to be the most recommended and used toothbrush brand among dentists in India.*

For your Company, sustainability means making every day better for

people through how we innovate and how we act. Your Company''s sustainability objective is to create long-term value for our consumers and shareholders by growing our brands and operations responsibly to conserve resources and improve life in the communities we impact across the world. This strategy has inspired an enduring CSR strategy supported by two pillars

- P&G Shiksha and Timely Disaster Relief. While P&G Shiksha provides children from underprivileged backgrounds with an access to a holistic education, your Company''s disaster relief activities aim to rehabilitate and empower the victims of natural disasters by providing them with daily essential commodities and safe drinking water.

Your Company''s signature corporate sustainability program P&G Shiksha has till date built and supported over 1500 ( 500 since last year) schools across the country that will impact the lives of over 1.2 million ( 200,000 since last year) children, in partnership with a number of NGOs like - Round Table India, Pratham Education Foundation, amongst others. These partners serve as specialists, lending their expertise to particular aspects of the education system. The NGO Round Table India for example is dedicated towards constructing educational infrastructure and supporting schools across India. The Pratham has special expertise in remedial learning to help bring children up to speed with the learning levels in their curriculum.

Since its commencement in 2005, P&G Shiksha has also empowered consumers to contribute towards the education of underprivileged children by making conscious brand choices, which has enabled your Company to share a part of the sales towards this movement. P&G Shiksha has till date made a cumulative donation of over Rs, 65 crores towards building new schools, providing critical infrastructural amenities at existing schools or reviving non-operational government schools.

P&G continued to impact the communities around its plants in a holistic manner throughout the Financial Year. At about 20 km from the Bhiwadi Plant, in association with IBTADA, a local NGO, P&G Shiksha continues its association with a local school to promote the education of girl children in Gwalda village. The students are provided holistic support in the form of uniforms, library, meals, infrastructure, recreational activities & study tours. For the third consecutive year, the initiative received a prestigious recognition with the Bhamashah award by the Rajasthan Government for outstanding contribution in promoting education and creating a transformational change in the lives of young girl children.

Two years ago, we entered into partnership with Pratham Education Foundation, a leading NGO in India in the educational space to foray into Remedial Learning thereby focusing on learning outcomes as well. P&G Shiksha partnered with Pratham''s Read India initiative that aims to bridge the existing gap between current and existing learning levels. The results were phenomenal; we reached out to more than 500 schools and 65,000 children and saw the learning levels in the schools rise at the end of the year following our interventions. Before the intervention, only 20% children in these schools who were able to read and write as per their curriculum level, which increased to 70% after our intervention. Similarly, there was more than a two fold increase in the percentage of children who were able to do basic arithmetic after our intervention.

Your 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 CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure I to this Report.

ENVIRONMENTAL SUSTAINABILITY AND CONSERVATION OF ENERGY

Environmental sustainability is embedded in our Purpose, Values, Principles, and our business. In order to improve lives, now and for generations to come, your Company ensures that its products, packaging and operations are safe for employees, consumers and the environment. Your Company ensures this with a focus on technologies, processes and improvements that matter for the environment.

Your Company''s Head Office at Mumbai reduced its annual energy consumption by over 21.2% over the last 15 years.

The Company''s Bhiwadi and Baddi plants are zero waste to landfill sites which means that there is no manufacturing discharge into the environment. The

Bhiwadi Plant is leaving no stone unturned to leverage the technology, experts & employees to produce best in class footprint reduction. In last 5 years, all the footprints (energy & water usage per unit of production, emissions and waste generated per units of production) have been reduced by more than 40% through different interventions. Our Baddi plant also strengthened its commitment to environmental sustainability by actively engaging with the local community for reducing energy consumption and carbon footprint.

For your Company, sustainability inspires and guides everything we do. Moreover, we ensure environmental friendly practices at our sites. These include reduction in power consumption, optimal water consumption and eliminating excess use of paper.

TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption:

Continued implementation of quality control/ quality assurance procedures of products and processes were successfully adapted on commercial scale to utilize local raw materials and machinery; technical services for reliability, quality, cost savings and technology transfer from overseas.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

All the above efforts resulted in improving process efficiencies, consistent quality of our products, introduction of new products, import substitution and successful absorption of technology.

iii. Imported technology:

No technology has been imported during the last three Financial Years.

iv. Expenditure on Research & Development:

Your Company has not incurred any expenditure on research and development during the Financial Year.

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 Lakhs

	For the year ended June 30, 2017	For the year ended June 30, 2016
Foreign Exchange earnings	11,307	5,849
Foreign Exchange outgo	3,477	4,298

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transactions which is also available on Company''s website at http://www.pg.com/en_IN/invest/gillette/ corporate governance/policy.shtml. 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, entered in the ordinary course of business and at arm''s length. All related party transactions are subjected to independent review by external chartered accountancy firm to confirm compliance with the requirements under the Companies Act, 2013 and SEBI (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. No material related party transactions were entered during the Financial Year by your Company. 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 your Company.

LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE DURING THE FINANCIAL YEAR 2016-17

Details of loans given by your Company under Section 186 of the Companies Act, 2013 during the Financial Year 2016-17 are as follows:

Name of Entity	Relation	Amount (Rs, in Crores)	Purpose for which the loans are proposed to be utilized
Procter & Gamble Home Products Pvt Ltd	Fellow Subsidiary	30.00	General business purpose

The Company has not given any guarantees or made any investments during the Financial Year 2016-17.

PUBLIC DEPOSITS

Your 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 (''Act'') and Rules made there under, your Company has constituted Internal Complaints Committees (''ICC''). 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, 2017, 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 or loss 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, 2017, 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.

BUSINESS RESPONSIBILITY REPORT

A separate report on Business Responsibility has been appended as Annexure II to this Report.

CORPORATE GOVERNANCE

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

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure III to this Report.

MANAGEMENT & PERSONNEL

The strength of business over the past few years and resilience in this particular year due to multiple economic headwinds in the country demonstrates the core strengths of our employees to stay reality based and influence the course of business. Financial Year 2016-17 was a year of overall strong growth in many categories. Our productivity continues to be best-in-class with major progress in Leadership and Talent Development.

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 IV to the Report.

The information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of 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 the Registered Office of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Karthik Natarajan ceased to be the Chief Financial Officer of the Company effective December 31, 2016. Subsequently, Mr. Natarajan was appointed as Whole-time Director by the Members of the Company effective January 23, 2017.

Mr. Gagan Sawhney was appointed as the Chief Financial Officer of the Company effective January 1, 2017.

Ms. Jessica Rastogi ceased to be the Company Secretary and Compliance Officer of the Company effective August 26, 2016. Ms. Flavia Machado was appointed as the Company Secretary and Compliance Officer of the Company effective November 30, 2016.

Mr. Pramod Agarwal, Director, retires by rotation and, being eligible, offers himself for re-appointment at the ensuing 33^rd Annual General Meeting of the Company.

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

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors, and also remuneration for Key Managerial Personnel and other employees has been appended as Annexure V to this Report. The same is also available on the website of the Company at http://www.pg.com/en_IN/invest/gillette/ corporate governance/policy.shtml.

Brief resume of Director proposed to be reappointed at the ensuing 33^rd Annual General Meeting and the details of the Directorships held in other companies are given in the Corporate Governance section of the Annual Report.

Appropriate resolution for the re-appointment of the aforesaid Director is being moved at the ensuing 33^rd Annual General Meeting, which the Board recommends for your approval.

AUDITORS

The Report given by Deloitte Haskins & Sells LLP, Statutory Auditors on the financial statements of the Company for Financial Year ended June 30, 2017 is part of the Annual Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

Deloitte Haskins & Sells LLP were appointed as Statutory Auditors of your Company at the 30^th Annual General Meeting held on September 29, 2014 for a term of three consecutive years, which will be complete at the ensuing 33^rd Annual General Meeting. It is proposed to appoint Kalyaniwalla & Mistry LLP, Chartered Accountants as Statutory Auditors of your Company from the conclusion of the ensuing 33^rd Annual General Meeting until the conclusion of the 38^th Annual General Meeting. Appropriate resolution for the said appointment is being moved at the ensuing 33^rd Annual General Meeting.

POLICIES

Your Company has adopted 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 http://www.pg.com/en_IN/invest/gillette/corporate_ governance/policy.shtml. The dividend distribution policy has also been appended as Annexure VI to this Report.

The details of the policies are provided in the Corporate Governance Report annexed to this Report.

SECRETARIAL AUDIT

Secretarial Audit was carried out by Dholakia & Associates LLP, Company Secretaries for the Financial Year 2016-17. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report has been appended as Annexure VII to this Report.

SECRETARIAL STANDARDS

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

TRADE RELATIONS

The Directors wish to thank the retailers, wholesalers, distributors, suppliers of goods & services, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in promoting such healthy growth in the Company''s business.

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/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.

On behalf of the Board of Directors

sd/-

B. S. Mehta

Chairman

Mumbai

August 24, 2017

---

Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting their Thirtieth (30th) Annual Report together with the Audited Accounts for the Financial Year ended June 30, 2014.

FINANCIAL RESULTS

(Figures in Rs. Crores)

2013-14 2012-13

Sales (less excise duty) 1,745.62 1,435.33

Other Operating Income 4.17 2.39

Other Income 31.62 36.55

Profit before tax & exceptional items 80.66 138.25

Profit after tax 51.42 87.16

Transfer to General Reserve 5.14 8.72

Proposed dividend plus tax thereon 57.18 57.18

Balance carried forward 278.46 302.87

DIVIDEND

Your Directors are pleased to recommend, subject to the approval of the Members, a dividend of Rs. 15/- per equity share of Rs. 10 each, amounting to Rs. 48.88 crores, for the Financial Year ended June 30, 2014.

OPERATIONS

Your Company delivered another year of robust performance in the Financial Year 2013-14, despite challenging economic conditions – particularly volatility in the Rupee and inflationary market conditions. Driven by Company''s focus on innovation and productivity, Sales for the year increased by 22 per cent to Rs. 1,746 Crore.

Profit After Tax (PAT) for the Financial Year was in line with expectations at Rs. 51 crores while Profit Before Tax stood at Rs. 81 crores. While ongoing investment in Oral-B toothpaste continued as per plan.

PERSONAL GROOMING

Gillette Personal Grooming portfolio had a strong year registering high double digit growth combined with highest-ever market share growth across Blades and Razors and Personal Care category. This was driven by strong performance across all product tiers through irresistible Product and Commercial innovations and by expanding our product offerings.

We successfully launched New Gillette Vector-3 in the Mid-Tier Blades & Razor segment during the year. The new razor comes with 3-self adjusting blades, advanced lubra-strip, easy to rinse blades and non-slip rubber grip, thus, providing consumers with a superior shaving experience.

We also expanded our Female Hair Removal (FHR) portfolio with the launch of New Gillette Venus with 3-blades and soft protective cushions, specially designed for women along with Satin Care Gel and Venus Oceana Disposables.

Our premium line of systems registered strong performance with both Mach3 and Fusion, delivering double digit growth behind strong razor placement, Go-to-Market plans and innovative marketing campaigns – Shave India, Cricket and Football activation through the Financial Year. Gillette launched the first-ever India razor to salute the undying passion of the Indian fans towards their team. The special edition razor had the word INDIA engraved on the handle as a mark of salute to the inner steel which is shared by Gillette and Indian cricket fans.

Gillette Guard, the Entry Level system, specially designed for low-income group consumers, continued to register Strong double digit growth by value and volume. Gillette Guard has demonstrated the fastest share and distribution build-up among all categories in India since its launch in October 2010.

Gillette Double edge blades continued to grow value-share primarily led by its 7-o'' clock and Wilkinson Sword brands.

In the Personal Care Category comprising of pre- shave and post-shave products, we entered the cream segment this year with the launch of the

New Gillette Shaving Cream. It helped further strengthen our position versus competition in the pre-shave category while we continued our leadership in the Gel and Foam segment, respectively.

Thus, your Company continued to grow across the portfolio through the Financial Year.

ORAL CARE

Oral-B continues to grow across all tiers. Initiatives focused on establishing superiority of Cross Action helped Oral-B grow in the super premium tier segment. Oral-B has led innovation this year launching two new technologically superior products – Top of the line manual brush called ''Pro-health Sensitive'' and ''Allrounder 5 way clean. The sensitive toothbrush market is growing at more than 30% and Allrounder-5 way clean is specifically designed and suited to the needs of the Indian market. Oral-B 123 continues to drive the premium tier by providing superior propositions to the consumers. Dedicated TV initiatives on Oral-B Shiny Clean along with strong plans to drive deeper distribution further helped strengthen Oral-B''s position in the mid- tier segment. Multiple initiatives were undertaken to expand Oral-B distribution, which resulted in the brand being available to more consumers across India.

Oral-B, which is the World''s No. 1 dentist recommended toothbrush brand, (Based on surveys of a representative worldwide sample of dentists carried out for P&G) continued its partnership with dentists across India, to promote oral health awareness for yet another year through its Oral-B Smile India Movement-4 initiative. This campaign helped in improving the lives of consumers by educating them on oral hygiene and by offering them a free dental checkup close to their residence simply on the purchase of an Oral-B toothbrush and toothpaste.

After a year of launching the Oral-B toothpaste successfully (3 tiers of toothpaste in both Gel and Paste), the Company focuses to now offer a complete Oral Care regimen with both products. The product response during the year from both

PORTABLE POWER

For the Financial Year 2013- 2014, Duracell has achieved robust sales growth due to successful price up helping in earnings improvement behind volume growth and higher pricing. Duracell has increased the scope by shifting the communication from only high drain device to everyday use devices like Torch. This has helped us to increase the scope of target audience. In the coming future, Duracell will continue to outperform the category focusing on everyday device consumers in need of superior performance, whilst continuing to service "Aspiring Indian" consumers who seek value for money from the battery.

MANUFACTURING

Your Directors have the pleasure of informing you that during the Financial Year under review, Company''s plants at Bhiwadi and Baddi continued to perform at record levels and delivered all time high throughputs and customer service. During the year, Bhiwadi and Baddi plants further improved productivity and reduced cost. Changes in the work system were successfully implemented, that would enhance long term people capability to continue to meet the business needs. The plants continued to deliver outstanding performance in all key measures such as Safety, Quality, Cost etc.

CORPORATE SOCIAL RESPONSIBILITY

Building business by improving lives P&G''s continued focus on purpose-inspired growth, drives us to not only serve our consumers with unique and superior product propositions, but also to touch and improve their lives by contributing towards the communities we operate in. This dedicated commitment is the driving force behind our Corporate Social Responsibility initiatives like ''P&G Shiksha'' and ''Project Parivartan'' that improve the lives of children from lesser privileged backgrounds, through health and education.

Over the past decade, P&G''s sustainability mantra ''to touch and improve the lives of consumers, now and for generations to come'' has inspired an enduring Corporate Social Responsibility strategy supported by three pillars – "P&G Shiksha", "The Whisper School program (Education) & Project Parivartan (Transformation") and "Timely Disaster Relief". While P&G Shiksha and Project Parivartan provide children from underprivileged backgrounds with access to basics like health and education, P&G''s disaster

relief activities aim to rehabilitate and empower the victims of natural disasters by providing them with daily essential commodities and safe drinking water.

P&G''s Project Parivartan continued its efforts in providing essential menstrual health and hygiene education to girl children across the country. Over the past year alone, the program reached out to over 3.5 million girls in schools across the country.

P&G''s signature corporate sustainability program P&G Shiksha has till date built and supported over 330 ( 110 since last year) schools across the country that will impact the lives of over 600,000 ( 180,000 since last year) children, in partnership with a number of NGOs like - Army Wives Welfare Association, Navy Wives Welfare Association, Round Table India, Save the Children, amongst others. These partners serve as specialists, lending their expertise to particular aspects of the education system. The NGO Round Table India for example is dedicated towards constructing educational infrastructure and supporting schools across India. The NGO Save the Children focuses on girl child''s education by aiding government funded programs like the Kasturba Gandhi Balika Vidhyalayas. Similarly, the NGOs Army Wives Welfare Association and Navy Wives Welfare Association are experts in serving the educational needs of disabled children.

Since its commencement in 2005, P&G Shiksha has empowered consumers to contribute towards the education of underprivileged children by exercising conscious brand choices, which has enabled P&G to share a part of the sales towards this movement. P&G Shiksha has till date made a cumulative donation of over Rs. 32 crores towards building new schools, providing critical infrastructural amenities at existing schools or reviving non-operational government schools.

In the course of the past year, Save the Children in partnership with P&G Shiksha has expanded its impact. Six Kasturba Gandhi Balika Vidyalayas (KGBV) and fourteen primary and middle schools were supported through the provision of sports kits and laboratory equipment, which has enhanced the self-confidence and the learning abilities of the girl children. Additionally through this partnership, Baal Sansads and School Management Committees (SMCs) have also been strengthened through capacity building of its members, to monitor the activities of schools for ensuring quality education. These initiatives have thus resulted in a positive change in the overall environment of KGBVs, for example, teachers have started taking initiatives in practicing innovative pedagogical methods (such as promoting an effective use of the library facility, project work, story building as well as an overall better planning and execution of multi- level teaching).

At about 20 km from the Bhiwadi Plant, P&G continues its association with a local school (adopted under the P&G Shiksha program) to promote the education of girl children in Mewat. The students are provided holistic support in the form of uniforms, library, meals, infrastructure, recreational activities & study tours. This year, the initiative received a prestigious recognition with the Bhamashah award by the Rajasthan Government for outstanding contribution in promoting education and creating a transformational change in the lives of young girl children. Similarly, at Goa, in association with Matruchhaya, a local public charitable trust, P&G is providing educational and infrastructural support to a school for the orphaned, destitute and abandoned children. Going beyond the tangible, P&G has also lent assistance in organizing a Fun Day for the children with volunteers (employees and family members) which saw the donation of important amenities and equipment to the

school. These activities under the P&G Shiksha program have exemplified its motto h%tt ff§*iT 3t i%*tt $sm and have further strengthened our resolve of touching and improving lives.

The P&G Baddi plant organized the ''World Environment Day'' event in Lodhimajra Village School in order to create awareness amongst school children on merits of a clean and healthy environment for the overall community.

Under the theme ''^b %, i^> ftrepft'' and "Best Out of Waste", the event brought together school children, who participated in poster design, slogan writing competitions and making of useful items from Waste Material which was meant to create awareness on the importance of a safe and healthy environment.

P&G, over the past year, continued its efforts to provide timely aid and relief to families affected by natural disasters. Over 15,800 families affected by the Uttarakhand Floods and the Odisha Cyclone, received relief aid in the form of hygiene kits comprising of P&G products as well as Children''s Safe Drinking Water sachets.

P&G''s conscious commitment towards the pursuit of sustainable development programs has empowered us to truly make a substantial impact on the lives of the communities around us while simultaneously providing them with superior product propositions. This unequivocal principle has fueled our social responsibility programs aimed at improving lives and also lends inspiration to our efforts on environmental sustainability and economic accountability. At P&G, Corporate Social Responsibility has and will remain an important component of our ability to improve consumers'' lives and to create value for our Members.

ENVIRONMENTAL SUSTAINABILITY

Environmental sustainability is embedded in our Purpose, Values, Principles, and our business. In order to improve lives, now and for generations to come, we ensure that our products, packaging and operations are safe for employees, consumers and the environment. We ensure this with a focus on technologies, processes and improvements that matter for the environment.

Our Company''s Head Office at Mumbai reduced its annual energy consumption by over 37.9% over the last 10 years, saving over 2,159 gigajoules of energy.

At P&G, sustainability inspires and guides everything we do. Moreover, we ensure environmental friendly practices at our sites. These include reduction in power consumption, optimal water consumption and eliminating excess use of paper. With its strong monitoring and control of energy and water consumption, our plant in Bhiwadi, Rajasthan reduced its Environmental Footprint by 9% as compared to last year. The initiatives for the energy reduction at our plant in Bhiwadi resulted into 50% Diesel Savings.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the Annual Accounts for the Financial Year ended June 30, 2014, 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 or loss of the Company for the 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, 1956, 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, 2014, on a "going concern" basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors'' Certificate on compliance with

Clause 49 of the Listing Agreement is annexed to this Report.

DIRECTORS

During the year, Mr. S. K. Poddar, Chairman and Mr. Akshay Poddar, Director ceased to be Directors of the Company with effect from December 26, 2013 and December 27, 2013 respectively, and also ceased to be the promoters of the Company, in line with the steps undertaken to achieve compliance with Minimum Public Shareholding requirement, as prescribed by the Securities and Exchange Board of India.

The Board places on record deep appreciation for the contributions made by them during their association with the Company.

Mr. B. S. Mehta was appointed as the Chairman of the Company with effect from February 3, 2014.

Ms. Sonali Dhawan has been appointed as Additional Director of the Company with effect from February 25, 2014 and holds office upto the date of the ensuing 30th Annual General Meeting of the Company. Notice under Section 160 of the Companies Act, 2013 has been received from her proposing her candidature as the Non-Executive Director of the Company, liable to retire by rotation.

Mr. Pramod Agarwal, Director, retires by rotation and, being eligible, offers himself for re- appointment.

In terms of Section 149 of the Companies Act, 2013, an Independent Director is required to be appointed for tenure of five years at a time and shall not be liable to retire by rotation. Accordingly, Mr. B. S. Mehta, Mr. C. R. Dua, Mr. Gurcharan Das and Mr. A. K. Gupta meet the criteria of independence and your Board recommends their appointment as Non-Executive Independent Directors for a period of five years with effect from September 29, 2014, not being liable to retire by rotation. Resolutions in this regard form part of the Notice of the ensuing 30th Annual General Meeting.

Brief resumes of Directors proposed to be appointed / reappointed at the ensuing 30th Annual General Meeting and the details of

the Directorships held by them in other companies are given in the "Corporate Governance" section of the Annual Report.

Appropriate resolutions for the appointment/ re-appointment of the aforesaid Directors are being moved at the ensuing 30th Annual General Meeting, which the Board recommends for your approval.

MINIMUM PUBLIC SHAREHOLDING REQUIREMENT PRESCRIBED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI)

In terms of amendment to the Securities Contracts (Regulation) Rules, 2010, your Company was required to achieve Minimum Public Shareholding of 25%. Your Directors are pleased to inform you that the Company has achieved compliance with the said requirement during the Financial Year under review.

AUDITORS

The Auditors, M/s. Deloitte Haskins & Sells LLP, Mumbai, Chartered Accountants (Firm Registration No. 117366W/W-100018) retire at the ensuing 30th Annual General Meeting. In terms of the Companies Act, 2013, they are eligible for appointment for three Financial Year(s) and offer themselves for re-appointment upto the conclusion of 33rd Annual General Meeting.

COST AUDITORS

Your Company has re-appointed M/s. Ashwin Solanki & Associates, Cost Accountants, to conduct the cost audit for the Financial Year 2014-15.

CONSERVATION OF ENERGY & FOREIGN EXCHANGE

The information, in accordance with the provisions of Section 217(i)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgoings, forms part of this Report.

HUMAN RESOURCE DEVELOPMENT

The strong growth over the past few years demonstrates the core strengths of our employees to stay reality-based and proactively influence the course of business. In a diverse organization & competitive environment, the efforts of our organization, strong capability plans and HR innovation accelerated our growth. Our productivity continues to be best-in-class with major progress in Leadership and Talent Development. The Company has a can-do attitude, embraces change easily, and operates as ONE-India.

The information as per Section 217(2A) of the Companies Act, 1956 ("the Act"), read with the Companies (Particulars of Employees) Rules 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any Member interested in obtaining a copy of the said statement may write to the

Company Secretary at the corporate office of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the services rendered by the Company''s suppliers, distributors, wholesalers, retailers, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in producing such healthy growth in the Company''s business.

For and on behalf of the Board

sd/- B. S. Mehta Chairman

Mumbai August 12, 2014

---

Jun 30, 2012

TO THE MEMBERS

The Directors have the pleasure in presenting their Twenty-Eighth Annual Report together with the Audited Accounts for the Financial Year ended June 30, 2012.

FINANCIAL RESULTS

(Figures in Rs. Crores)

2011-12 2010-11

Sales (less excise duty) 1232.90 1058.38

Other Income 33.70 32.04 Profit before tax & exceptional items 116.97 133.97

Profit after tax 75.73 86.15

Transfer to General Reserve 7.58 8.62

Proposed dividend plus tax thereon 56.81 56.81

Balance carried forward 294.13 294.28

DIVIDEND

Your Directors are pleased to recommend, subject to the approval of the Members of the Company, a dividend of Rs. 15/- per equity share of 10 each, amounting to Rs. 48.88 crores, for the Financial Year ended June 30, 2012.

OPERATIONS

Your Company achieved a healthy sales growth during the Financial Year ended June 30, 2012. The total sales (net of excise) at Rs. 1,233 Crores are up by 16.5% when compared to Rs. 1,058 Crores of the previous year. The sales in all the three business segments have grown strongly. Your Directors are pleased with these solid results that are driven by a continued focus on the consumer, robust innovation and distribution expansion.

Profit Before Tax (PBT) for the Financial Year under review is Rs. 117 Crores as against Rs. 134 Crores last year. Profit After Tax (PAT) for the Financial Year under review stood at Rs. 76 Crores as against Rs. 86 Crores last year. The PBT and PAT have declined versus year ago, due to currency devaluation and increase in commodity prices as well as manufacturing charges.

PERSONAL GROOMING- BLADES & RAZORS

Gillette grooming portfolio had a strong year with high double digit growth combined with record market share growth. This was driven by robust performance across all product and price tiers through fundamental brand building activities.

Fusion, our premium Blades & Razors brand was successfully launched this Financial Year, in October, 2011. Fusion, with its unique 5-blade shaving technology was aimed at consumers wanting to experience Gillette's best shave.

Mach3, our other premium Blades & Razors brand posted a strong double digit growth. During the Financial Year under review, Mach3 distribution increased by 50,000 stores throughout India. The high double digit growth in Razor sales versus year ago, was on account of powerful marketing campaigns such as the "Salute the Soldier" and 'Shave India Movement' and razor placement programs.

Salute the Soldier Movement" was launched in November, 2011, to strengthen the emotional connect between consumers and Gillette by personifying.The Gillette Man' using the soldier. As a result, it was for the first time that Gillette India Limited crossed 50% value share. It received widespread coverage with over one million Indians participating in the movement.

Gillette Guard, the Entry Level system that was designed specifically for the consumers of low income market continued to grow the consumer base of Gillette systems. Gillette Guard Razor has more than 60% volume share in razor category.

The personal care category of the male grooming business includes pre-shave and post-shave products. This category has performed very well with exceptional value and volume growth over the previous year. It further strengthened its leadership position within the pre shave category.

The double-edge blades' business recorded an excellent value growth in double digit led by Gillette Wilkinson Sword. Thus, the entire 'Gillette Personal Grooming' portfolio witnessed a strong growth across brands.

Gillette India wins a Media Lion at Cannes Ad Fest:

Your Company's campaign You Shave, I Shave as part of the Shave India Movement has won a Media Lion at the Cannes Ad Festival 2012.

ORAL CARE

Oral-B tooth- brushes had a strong year with strong double digit growth. This was driven by robust performance of its products across price tiers during fundamental brand building activities.

Oral-B continues to grow across tiers. Initiatives focused on establishing superiority of Oral-B CrossAction helped Oral-B grow in the super premium tier segment. Oral-B 123 continues to lead our growth in the premium tier by providing superior propositions to the consumers. Dedicated TV Initiatives on Oral-B Shiny Clean along with strong plans to drive deeper distribution further helped strengthen Oral-B s position in the mid- tier segment. Multiple initiatives were undertaken to expand Oral-B distribution, which resulted in the brand being available to more consumers across India.

Oral-B, which is the World's No. I dentist recommended toothbrush brand (Based on surveys of a representative worldwide sample of Dentists carried out for P&G), continued its partnership with Dentists across India, to promote oral health awareness for yet another year through its Oral-B Smile India Movement-2 initiative. This campaign helped in educating the consumers on oral hygiene by offering them a free dental checkup close to their residence simply on the purchase of an Oral-B toothbrush.

PORTABLE POWER

For the Financial Year under review, Duracell has achieved robust sales and grown its share in the Market significantly by trading consumers up, given superior consumer proposition. Key initiatives such as distribution and base building activities have resulted in promising growth. Increasingly, device cavities are changing to AA/AAA sizes where Duracell has a higher scope to win versus zinc batteries.

Duracell has leveraged the scale of the Company, by participating in all Multi Brand campaigns e.g. 'Shiksha & Thank You Mom'. The brand has focused on winning in Metro cities behind 'Multipoint Displays' and driving 'Top of Mind' during the path to purchase. This has led to overall Alkaline battery share leadership in Modem Retail. Overall the brand has expanded its distribution footprint by 15,000 stores and increased its offtake by 60% in Metro cities.

In the coming future, Duracell will continue to outperform the category focusing on high drain consumers in need of superior performance, whilst continuing to service Aspiring Indian" consumers who seek value for money from the battery.

MANUFACTURING

Your Directors have the pleasure of informing you that during the Financial Year under review, the Bhiwadi and Baddi plants continued to perform at record levels. Our new initiative called Integrated Work System (IWS), has helped enhance overall factory/people capability. As a result, our Plants delivered outstanding performance in all key measures such as Safety, Quality, Productivity, Cost etc. During the Financial Year, your Company's Plants delivered highest ever volume with a flawless customer service.

In our pursuit of delivering best quality product to consumers, Bhiwadi plant achieved 89% Quality Assurance Capability in the Company's Quality Assurance System Audit.

Your Directors are also pleased to inform you that the Baddi plant implemented a major initiative of local production of Mach3 razors, which is now resulting in cost savings, on being exported to the European Markets.

CORPORATE SOCIAL RESPONSIBILITY Shiksha reaches out to more children, in more parts of India, more completely P&G's focus on purpose-inspired growth drives us to not only serve our consumers with superior product propositions, but also truly touch and improve the lives of more consumers, more completely by contributing towards the communities we operate in. This commitment is the purpose behind our Corporate Social Responsibility initiatives 'Shiksha and the ' Whisper School Program,' that enables children from lesser-privileged background access their right to health and education.

P&G's flagship Corporate Social Responsibility Program ''Shiksha' is an integral part of our global philanthropy program - Live, Learn Thrive, which currently reaches out to over 50 million children annually. Now in its 8th year, Shiksha enabled over 385,000 lesser-privileged children with access to good quality education by supporting sustainable and critical assets of schools. Shiksha will be supporting over 200 schools by interventions such as reactivating defunct government schools, building new schools or enhancing education infrastructure at existing schools.

During the Financial Year, Shiksha introduced various new amenities, educational aids and health and hygiene programs to contribute to the overall growth and development of the children studying at Shiksha schools. In 2011-2012, P&G's Shiksha initiative has facilitated the addition of a digital library and distance learning programme at the Government High School Lodhimajra, Himachal Pradesh, which allows experts from other cities to conduct online lectures and sessions on various topics directly with the students. Shiksha has also partnered with Project Ekla. Government of Rajasthan and NGO IBTADA, to adopt a girls' school ' Mew at Balika Vidyalaya' with the mutual goal of helping girls in rural Rajasthan access quality education.

Since its inception in 2005, the P&G Group (India) has through Shiksha made a cumulative donation of over Rs. 27 crores towards helping children on the path to better education. This is a result of the support from our consumers who participated in the Shiksha movement by buying P&G brands in the months of January, February and March 2012 and enabling P&G to contribute a part of the sales towards the cause. During the Financial Year under review, P&G Group (India) closed Shiksha with a contribution of Rs. 5.6 crores in association with its partner NGOs, namely, Save the Children India (STC), Army Wives Welfare Association (AWWA), Round Table India (RTI), Navy Wives Welfare Association (NWWA), Air Force Wives Welfare Association (AFWWA) amongst others. Each of Shikshas NGO partners focuses on a critical approach towards education, with NGO Round Table India specializing in building educational infrastructure and supporting schools across India, NGO Save the Children laying emphasis on the girl child via supporting the Government's Kasturba Gandhi Balika Vidhyalayas and the NGOs AWWA, NWWA & AFWWA serving the unique educational needs of differently-abled children of Naval, Air force and Army Officers' families. These activities together help Shiksha further its motto 'viw gfew gtw gfjiii' and help us touch and improve the lives of our consumers.

ENVIRONMENTAL SUSTAINABILITY

Environmental sustainability is embedded in our 'Purpose, Values, Principles' and our business. In order to improve lives, now and for generations to come, we ensure that our products, packaging and operations are safe for employees, consumers and the environment. We ensure this with a focus on technologies, processes and improvements that matter for the environment. We use low emission manufacturing technologies and generate almost 60% less emission than the local norms. We are committed to achieving the 'P&G Global 2012 Goal' of 20% reduction of our footprints. Compliance is an integral part of our business strategy - All our products and formulations comply with Global and Indian regulatory requirements.

We aim at reducing waste at every step of the supply chain, with a robust system that targets zero waste including product shelf life. We seek to develop sustainable products, with an improved environmental profile.

Moreover, we ensure environmental friendly practices at our sites: These include reduction in power consumption, optimal water consumption and eliminating excess use of paper by increasing the use of scanning. A good example is the hydro-electric energy being used at our Plant in Baddi with efforts underway for extending this to other sites.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 ('the Act'), with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended June 30, 2012, 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 or loss 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, 1956, 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, 2012, on a 'going concern' basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors' Certificate on it's compliance with Clause 49 of the Listing Agreement is annexed to this Report.

DIRECTORS

- Mr. Shantanu Khosla has been re-appointed as the Managing Director of the Company with effect from January 29, 2012 by the Board of Directors' at their Meeting held on May 4, 2012. This re-appointment is subject to the approval of the Members of the Company at the 28th Annual General Meeting of the Company. The Company is also seeking the approval of the Central Government under Section 316(4) of the Companies Act, 1956, to enable Mr. Shantanu Khosla to function as the Managing Director of two other Group Companies namely Procter & Gamble Hygiene and Health Care Limited and Procter & Gamble Home Products Limited.

- Ms. Deborah Henretta resigned from the Directorship of the Company with effect from August 1, 2012 consequent to an internal re- organization.

Mr. Pramod Agarwal was appointed as an Alternate Director to Ms. Deborah Henretta at the Meeting of the Board of Directors held on February 2, 2012. Consequent to the resignation of Ms. Deborah Henretta from Directorship of the Company, with effect from August 1, 2012, Mr. Pramod Agarwal ceased to be an Alternate Director, from the said date.

- Mr. Pramod Agarwal has been appointed as an Additional Director of the Company with effect from August 1, 2012. As an Additional Director, he holds office upto the date of the 28th Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a Member proposing his candidature as a Director of the Company liable to retire by rotation along with a deposit of Rs. 500/-.

- Mr. B S Mehta and Mr. A K Gupta retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re- appointment.

- The brief resumes of Mr. B S Mehta, Mr. A K Gupta and Mr. Pramod Agarwal and the details of the directorships held by them in other Companies are given in the 'Corporate Governance' section of the Annual Report.

Appropriate resolutions for the appointment/ re-appointment of the aforesaid Directors are being moved at the 28th Annual General Meeting, which the Board recommends for your approval.

AUDITORS

The Auditors, M/s. Deloitte Haskins & Sells, Mumbai, Chartered Accountants (Registration No. 117366W) retire and offer themselves for re-appointment.

COST AUDITORS

Your Company has re-appointed M/s. Ashwin Solanki & Associates, Cost Accountants, to conduct the Cost Audit for the Financial Year ending June 30, 2013. The Company is in the process of applying to the Central Government for seeking approval for the said re-appointment of Cost Auditor.

CONSERVATION OF ENERGY & FOREIGN EXCHANGE

The information, in accordance with the provisions of Section 217(i)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgoings, are attached as Annexure to this Report.

HUMAN RESOURCE DEVELOPMENT

The Company's growth over the past few years demonstrates the core strengths of our employees to stay reality-based, embrace change and proactively influence the course of business. In a diverse organization and competitive environment, the efforts of our organization, strong capability plans and HR innovation accelerated our growth. Our productivity continues to be the best-in-class with major progress in Leadership and Talent Development. We ended the Financial Year under review, being recognized as No. 2 in the FMCG category in India in the 'Great Place to Work Survey 2012'.

The information as per Section 217(2A) of the Companies Act, 1956 ('the Act') read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the Members of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any Member interested in obtaining a copy of the said statement may write to the Compliance Officer at the Corporate Office of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the services rendered by its Suppliers, Distributors, Wholesalers, Retailers, Clearing and Forwarding Agents and all other business associates and acknowledge their efficiency and continued support in producing such healthy growth in the Company's business.



For and on behalf of the Board

S. K. Poddar

Chairman

Mumbai

August 23, 2012

---

Jun 30, 2011

DIRECTORS' REPORT TO THE MEMBERS

The Directors have pleasure in presenting their Twenty-Seventh Annual Report together with the Audited Accounts for the Financial Year ended June 30, 2011.

FINANCIAL RESULTS

(Figures in Rs. Crores)

2010-11 2009-10

Sales (less excise duty) 1056.86 852.48

Other Income 33.56 21.18

Profit before tax & exceptional items 133.97 212.76

Profit after tax 86.15 137.09

Transfer to General Reserve 8.62 13.71

Proposed dividend plus tax thereon 56.81 57.00

Balance carried forward 294.28 282.55

DIVIDEND

Your Directors are pleased to recommend, subject to the approval of the Members, a dividend of Rs. 15 per Equity Share of Rs. 10 each, amounting to Rs.48.88 crores, for the Financial Year ended June 30, 2011.

operations

Your Company achieved healthy sales growth during the Financial Year ended June 30,2011. The total sales (net of excise) at Rs. 1057 crores are up by 24% when compared to Rs.852 crores of the previous year. The sales in all the three business segments have grown with Oral Care, Personal Grooming and Portable Power all growing in double digits. Your Directors are pleased with these solid results that are driven by a continued focus on the consumer, robust innovation and distribution expansion.

Profit Before Tax (PBT) for the year under review is Rs.134 crores as against Rs.213 crores last year. Profit After Tax (PAT) for the year under review is Rs.86 crores as against Rs. 137 crores last year. This decline represents choices made to deliver growth via category acceleration and defend heavy competition. Your Directors are of the opinion that we continue to have significant opportunity for long term growth by upgrading men from traditional Double Edge blades to superior modern shaving systems. This requires multi-year investments in Capital, Advertising & Promotion and Overheads. Your Directors expect to sustain the strategy given evolving consumer demographics and competitive dynamics.

PERSONAL GROOMING

MachS, our premium Blades & Razors brand posted a strong double digit growth. This was aided by the successful launch of the Gillette Mach3 Turbo Sensitive razor, aimed at the consumers having sensitive skin thus enabling more consumers to experience the ultimate comfort of Mach3. During the year under review, Mach3 distribution increased by 70,000 stores throughout India. The high double digit growth in Razor sales versus year ago, was on account of powerful marketing campaigns and razor placement programs.

The Shave India Movement introduced in January 2011 to launch the Mach3 Turbo Sensitive razor generated unprecedented brand awareness and trial for the product. As a result of this, consumer awareness level has gone up as compared to previous Fiscal. This also helped create a significant digital interaction (duplicated) through popular social networking sites.

The personal care category of the male grooming business includes pre-shave/post-shave products (shaving cream and gel) and deodorants. This category has performed very well with exceptional volume growth over the previous year.

Gillette Guard, the Entry Level system that was designed specifically for the consumers of low income market, in October 2010 continued to grow the consumer base of Gillette systems. The volume sales of Guard, after its successful launch, is more than the combined volume sales of Vector and Mach3 razors. Guard became the number one system razor (unit off-take) in just the second month of its launch. Guard has also become the fastest distributed B&R brand with a impressive distribution reach.

The double edged blades' business recorded an excellent value growth in double digits led by Gillette Wilkinson Sword. Thus, the entire Gillette Male Grooming portfolio witnessed a strong growth across brands.

Gillette India wins an Effectiveness Lion and 2 silver Lion at Cannes Ad Fest:

Your Company's campaign "Women Against Lazy Stubble" has yet again won an Effectiveness Lion at the Cannes Ad Festival this year. This year's campaign

- Shave India Movement - Shave Sutra also won 2 silver Lion's at Cannes Ad Festival.

ORAL CARE

Oral-B toothbrushes had a strong year with strong double digits growth. This was driven by robust performance of its products across price tiers following fundamental brand building activities.

Oral-B continues to grow across tiers. Strong Cross Action family promotions have helped Oral-B continue to grow in the super premium tier segment. Oral-B 123 and Classic continue to lead our growth in the premium tier by providing superior propositions to the consumer. Oral-B Shiny Clean further helped strengthen its position in the mid-tier segment. Multiple initiatives were undertaken to expand Oral-B distribution, which also resulted in the Brand being widely available to the consumers across India.

Oral-B, which is the No. 1 toothbrush brand most Dentists use themselves Worldwide, [Based on surveys of a representative worldwide sample of Dentists carried out for P&G] continued its partnership with Dentists across India, to promote oral health awareness for yet another year through its Smile India Movement initiative. This campaign helped in improving the lives of consumers by offering them a free dental checkup close to their residence simply on the purchase of an Oral-B toothbrush.

PORTABLE POWER

During the year under review Duracell has registered strong growth while growing the alkaline segment and has been able to successfully trade up consumers from lower priced zinc batteries. Base brand building activities are designed to grow your brand's equity and availability. We expect that in the coming year Duracell will be able to leverage consumer habit changes behind strong high drain device penetration gains, where Duracell has a right to win. With increasing power needs, Duracell has strong growth potential to gain value and share from Zinc.

MANUFACTURING

Your Directors have pleasure to inform you that during the year under review, Bhiwadi and Baddi plants continued to perform at record levels. Our new initiative called Integrated Work System (IWS), has helped enhance overall factory/people capability. As a result, plants delivered outstanding performance in all key measures such as Safety, Quality, Productivity, Cost etc. During the Financial Year your Company's Plants delivered highest ever volume with a flawless customer service.

In our pursuit of delivering best quality product to consumers, Bhiwadi plant achieved 95% Quality Assurance Capability in the Company's QA system audit.

Your Directors also have the pleasure to inform you that the Baddi plant implemented a major initiative of local production of Machi razors which is now resulting in cost savings on being exported to European Market.

CORPORATE SOCIAL RESPONSIBILITY

Shiksha:

P&G's focus on purpose-inspired growth drives us to not only serve our consumers with superior product propositions, but also truly touch and improve the lives of more consumers, more completely by contributing towards the communities we operate in. This commitment is the purpose behind our Corporate Social Responsibility initiatives 'Shiksha' and the Whisper School Program,' that help children from lesser-privileged backgrounds access their right to health and education.

P&G's flagship Corporate Social Responsibility Program 'Shiksha' is an integral part of our global philanthropy program - Live, Learn & Lhrive, which currently reaches out to over 50 million children annually. Now in its 7th year, Shiksha enabled over 280,000 lesser-privileged children with access to good quality education by supporting sustainable and critical assets of schools. By the end of fiscal year 2011, Shiksha will be supporting over 140 schools by interventions such as reactivating defunct Government schools, building new schools or enhancing education infrastructure at existing schools. Since its inception in 2005, Shiksha has made a cumulative donation of over Rs.22 crores towards helping children on the path to better education. This is a result of the support from our consumers who participated in the Shiksha movement by buying P&G brands in the months of April, May and June 2011 and enabling P&G to contribute a part of the sales towards the cause. During the Financial year ended June 30, 2011 alone, P&G India closed Shiksha with the largest-ever contribution of Rs.5.6 crores in association with its partner NGOs, namely Save the Children India, Child Rights & You (CRY), Army Wives Welfare Association (AWWA), Round Table India (RTI), amongst others. Each of Shiksha's NGO partners focuses on a critical approach towards education, with NGO Round Table India specializing in building educational infrastructure and supporting schools across India, NGO Save the Children laying emphasis on the girl child via supporting the government's Kasturba Gandhi Balika Vidhyalayas, and the NGOs AWWA and NWWA serving the unique educational needs of differently-abled children of Naval and Army Officers' families. These activities together help Shiksha further its motto ' viw $fem wt wiw tfkm' and help us touch and improve the lives of our consumers.

ENVIRONMENTAL SUSTAINABILITY

Environmental sustainability is embedded in our Purpose, Values, Principles, and our business. In order to improve lives, now and for generations to come, we ensure that our products, packaging and operations are safe for employees, consumers and the environment. We ensure this with a focus on technologies, processes and improvements that matter for the environment. The manufacturing technologies we use are low emission and generate almost 60% less emission than the local norms. We are committed to achieving the P&G global 2012 goal of 20% reduction of our footprints. Compliance is an integral part of our business strategy - All our product and formulations comply with Global and Indian regulatory requirements.

We aim at reducing waste at every step of the supply chain, with a robust system that targets zero waste, including product shelf life. We seek to develop Sustainable Products, with an improved environmental profile.

Moreover, we ensure environmental friendly practices at our sites: These include reduction in power consumption, optimal water consumption and eliminating excess use of paper by increasing the use of scanning. A good example is the hydro-electric energy being used at our plant in Baddi with efforts underway for extending this to other sites.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 ("the Act"), with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the Financial Year ended June 30, 2011, 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 or loss 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, 1956, 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, 2011, on a "going concern" basis.

CORPORATE GOVERNANCE

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

DIRECTORS

Mr. Subhash Bansal, Whole-time Director ceased to be a Director with effect from May 31, 2011 consequent to his attainment of superannuation from the services of the Company. The Board places on record deep appreciation for the contributions made by Mr. Bansal during his tenure.

Mr. A. Poddar and Mr. Jyoti Sagar retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Ms. Nayantara Bali was appointed as an Additional Director on the Board of the Company with effect from August 26, 2011. As an Additional Director she holds office upto the date of the ensuing 27th Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a Member proposing her candidature as a Director of the Company liable to retire by rotation along with a deposit of Rs. 500/-.

The brief resumes of Mr. A. Poddar, Mr. Jyoti Sagar and Ms. Nayantara Bali and the details of the Directorships held by them in other Companies are given in the "Corporate Governance" section of the Annual Report.

Appropriate resolutions for the appointment/ re-appointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

AUDITORS

The Auditors, M/s. Deloitte Haskins& Sells, Mumbai, Chartered Accountants (Registration No. 117366W) retire and offer themselves for re-appointment.

COST AUDITORS

Your Company has re-appointed M/s. Ashwin Solanki & Associates, Cost Accountants, to conduct the cost audit of drug formulations for the Financial Year ended June 30, 2012. The Company has received the necessary Central Government approval for the re-appointment of Cost Auditor.

CONSERVATION OF ENERGY & FOREIGN EXCHANGE

The information, in accordance with the provisions of Section 217(i)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgoings, are attached as Annexure to this report.

HUMAN RESOURCE DEVELOPMENT

Your Company has continued to focus on building employee capability and commitment, critical for sustaining business growth and profitability. Competence enhancement initiatives to lead and manage change, develop team and to coach individuals have led to higher levels of employee productivity. The culture of innovation has been strengthened by building innovation skills and the processes to facilitate developments and successful implementation of new ideas.

Your Directors wish to place on record their appreciation for the strong contribution made by employees who have through consistent and highly motivated performance enabled your Company to achieve these results.

The information as per Section 217(2A) of the Companies Act, 1956 (Act) read with the Companies (Particulars of Employees) Rules 1975 forms part of this Report. As per the provisions of Section 219(l)(b)(iv) of the Act, the Report and Accounts are being sent to the Members of the Company excluding the statement of particulars of Employees under Section 217(2A) of the Act. Any Member interested in obtaining a copy of the said statement may write to the Compliance Officer at the Corporate Office of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the services rendered by its suppliers, distributors, wholesalers, retailers, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in producing such healthy growth in the Company's business.

For and on behalf of the Board

S. K. Poddar

Chairman Mumbai

August 26, 2011

---

Jun 30, 2010

The Directors have pleasure in presenting their twenty-sixth Annual Report together with the Audited Accounts for the financial year ended June 30, 2010.

FINANCIAL RESULTS

(Figures in Rs. Crores)

2009-10 2008-09

Sales (less excise duty) 852.48 661.51

Other Income 21.18 30.01 Profit before tax & exceptional items 212.76 177.02

Exceptional Items - -

Profit before Tax 212.76 177.02

Profit after tax 137.09 113.13

Transfer to General Reserve 13.71 11.32

Proposed dividend plus tax there on 57.00 47.65

Balance carried forward 282.55 222.17

DIVIDEND

Your Directors are pleased to recommend, subject to the approval of the members, a dividend of Rs. 15 per equity share of Rs. 10 each, amounting to Rs.48.88 crores, for the financial year ended June 30, 2010.

OPERATIONS

Your Company achieved a healthy sales growth during the year ended June 30, 2010. The total sales (net of excise) at Rs. 852 crores are up by 29% when compared to Rs.662 crores of the previous year. The sales in all three business segments have grown with Oral Care leading by 57%, Personal Grooming by 22% and Portable Power by 17%. We are very happy with these solid results that are driven by a continued focus on the consumer, robust innovation and distribution expansion.

Profit Before Tax (PBT) for the year under review is at Rs.213 crores, up by 20% when compared to PBT of Rs. 177 crores of the previous year. Profit After Tax (PAT) at Rs. 137 crores is up 21 % when compared to last years PAT ofRs. 113 crores.

PERSONAL GROOMING

Mach3, our premium Blades & Razors brand posted a strong growth of 26%. This was made possible by the successful launch of the Rs.125 Gillette Mach3 razor, aimed at expanding the user base of the brand and enabling more consumers to experience its ultimate comfort. During the year under review, Mach3 distribution increased by over 60,000 stores throughout India. The high double digit growth in razor sales versus year ago was on account of powerful marketing campaigns and razor placement programs.

The Shave India Movement introduced in November 2009 to launch the Rs.125 Mach3 razor generated unprecedented brand awareness and trial for the product.

The engaging format of the second edition of the Gillette Mach3 India Gaming Championship held in June 2010 drew over 2 million users, which will go a long way in associating young urban consumers with the brand.

The personal care category of the male grooming business includes pre-shave/post-shave products and deodorants. It is heartening to note that your Company is now the market leader in pre-shave (shaving cream and gel) category for the first time in its history. This outstanding achievement has been led by Gillette Tube Shave Gel and Gillette Series Foam with their exceptional volume growth of over 55% and 40% respectively over the previous year.

Gillette Vector, the entry level system continued to rapidly expand its user base by shipping over 5.6 million razors resulting in shipment of over 76 million blades. Vector Plus blades, which was giving the benefit of "fast shave without nicks" grew by over 24% to the consumers behind impactful, television commercials and innovations like "Vector Flash". Distribution expansion initiatives also helped grow Vector razor and blades to over 450,000 outlets across the country, resulting in Vector registering its highest ever share.

The double edged blades business recorded an excellent value growth of 25% led by Gillette Wilkinson Sword. Thus, the entire Gillette Male Grooming portfolio witnessed a strong growth across brands.

Gillette India wins a Silver Lion at Cannes Ad Fest:

Your Companys campaign "Women Against Lazy Stubble" has yet again won a Silver Lion at the Cannes Festival this year. It also won at the Golden World IPRA Awards and has also been recognized as a Stevie Winner at the International Business Awards amongst several domestic awards.

ORAL CARE

Oral-B toothbrushes continued to make its mark by delivering outstanding value growth of over 57%, which was driven by robust performance of its products across price tiers following fundamental brand building activities. This helped Oral-B consolidate its position at No. 2 in the toothbrush category.

Oral-B continues to strengthen its position across tiers. The trial and awareness generated for the innovative CrossAction toothbrushes helped Oral-B continue its leadership in the high end segment. Oral-B 123 and Classic continue to lead our growth in the premium tier by providing superior propositions to the consumer. Oral-B Shiny Clean further helped strengthen the brands position in the mid-tier segment. Multiple initiatives were undertaken to expand Oral-B distribution, which resulted in Oral-B toothbrushes being available across price points in more stores.

Oral-B, the brand which more dentists use themselves worldwide, continued its partnership with dentists across India, to promote oral health awareness for yet another year through its free dental checkup initiative. This campaign helps improve the lives of consumers by offering them a free dental checkup close to their residence simply on the purchase of an Oral-B toothbrush.

PORTABLE POWER

Duracell continues to enjoy value share leadership in the alkaline segment with strong growth on value sales by 17%. This increase in sales was in large part due to increased awareness and brand building programs. The brand increased distribution nationwide making Duracell more accessible to consumers. The growing usage of the high and mid-drain devices like toys and cameras and increased purchasing power in India indicate a good potential for Duracell in the coming years.

MANUFACTURING

The Directors have pleasure to inform you that during the year under review, Bhiwadi and Baddi plants continued to perform at record levels. Last year, we informed you about the new initiative we have embarked upon called Integrated Work System (1WS), which helped enhance overall factory and people capability. As a result, plants delivered outstanding performance in all key measures such as safety, quality, productivity, cost etc. During the year, plants delivered highest ever volumes with a flawless customer service. Bhiwadi plant earned the "Gold" award for reduction in usage of earth resources and safeguarding environment.

In our pursuit of delivering best quality product to consumers, Bhiwadi plant achieved 100% quality assurance capability in the companys QA system audit.

The Directors also have pleasure to inform you that the Baddi plant implemented a major initiative of local production of Mach3 razors. Baddi is not only producing for local market but has started exporting to Europe.

CORPORATE SOCIAL RESPONSIBILITY

Shiksha: v^n^^1
Shiksha, our signature CSR program has in its 6th year helped improve the lives of over 150,000 children across 602 communities with a donation of over Rs.5 crores by all the P&G group companies in India. This year, Shiksha moves onto a new vision of creating tangible, visibly long-lasting impact through the building of Shiksha schools across the country that offers quality education to children in need. Over the last 6 years, your Company has already been associated with helping bring to life over 100 schools via either building them (near our plants), supporting them through non-governmental organizations (NGOs), working with Army Wives Welfare Association schools, or reactivating Government schools through our work with NGO partner CRY. This year we hope that the building of Shiksha schools" will lead to far more children being able to access quality education. After all,

CORPORATE GOVERNANCE

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 ("the Act"), with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended June 30, 2010, 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 or loss of the Company for the 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 Act, 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, 2010, on "going concern" basis.

DIRECTORS

Mr. G. C. Das and Mr. C. R. Dua retire by rotation at the ensuing annual general meeting, and being eligible, offer themselves for re-appointment. The brief resumes of Mr. Das and Mr. Dua and the details of the Directorships held by them in other companies are given in the "Corporate Governance" section of the Annual Report.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the ensuing annual general meeting, which the Board recommends for your approval.

AUDITORS

The Auditors, M/s. Deloitte Haskins & Sells, Mumbai, Chartered Accountants (Registration No. 117366W) retire at the ensuing annual general meeting and offer themselves for re-appointment.

COST AUDITORS

The Company has appointed M/s. Ashwin Solanki & Associates, as the Cost Auditors for "Shaving Systems" manufactured at Bhiwadi plant for the year ending June 30, 2011, for which necessary Central Government approval has been obtained.

CONSERVATION OF ENERGY & FOREIGN EXCHANGE

The information, in accordance with the provisions of section 217(i)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgoings, are attached as Annexure to this Report.

HUMAN RESOURCE DEVELOPMENT

Your Company has continued to focus on building employee capability and commitment, critical for sustaining business growth and profitability. Competence enhancement initiatives to lead and manage change, develop team and to coach individuals have led to higher levels of employee productivity. The culture of innovation has been strengthened by building innovation skills and processes to facilitate developments and successful implementation of new ideas.

Your Directors wish to place on record their appreciation for the strong contribution made by employees who have through consistent and highly motivated performance enabled your Company to achieve these results.

The information as per section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules 1975 forms part of this Report. As per the provisions of section 219(l)(b)(iv) of the Act, the Report and Accounts are being sent to the members of the Company excluding the statement of particulars of employees under section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Officer at the corporate office of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the services rendered by its suppliers, distributors, wholesalers, retailers, clearing and forwarding agents and all other business associates and acknowledge their efficiency and continued support in producing such healthy growth in the Companys business.

For and on behalf of the Board

S. K. Poddar Chairman Mumbai August 18,2010