Directors Report of Procter & Gamble Hygiene & Healthcare Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the
annual report and 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 the 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
auditors’ report have been prepared for the nine months
period from July 1, 2025 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).

FINANCIAL RESULTS

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

	2024-25*	2023-24
Revenue from operations	3,374	4,206
Sale of products	3,368	4,192
Profit before tax	862	939
Profit after tax	637	675
Appropriations:
Opening balance in retained earnings	301	480
Profit for the year	637	675
Other comprehensive Income	(7)	6
Transfer from share option outstanding account	(10)	-
Deemed Equity Distribution to Ultimate Holding Company	(4)
Closing balance in retained earnings	271	301
Dividend paid in the year	(665)	(860)
Earnings per share
- Basic ('')	196.11	207.95
- Diluted ('')	196.11	207.95

*Financial Year 2024-25 is a 9 month 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 month period.

DIVIDEND

During the Financial Year, the Board of Directors of
the Company, at its meeting held on February 11,
2025, declared an interim dividend of ''110 per equity
share, which was paid on March 6, 2025.

The Board of Directors of the Company, at its meeting
held on May 27, 2025, have recommended a final
dividend of ''65 per equity share, for the Financial Year
ended March 31, 2025. This final dividend is subject
to the approval of the Members at the ensuing 61^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 ''175 per
equity share.

MANAGEMENT DISCUSSION & ANALYSIS:

BUSINESS PERFORMANCE AND STRATEGY

Despite a continually challenging operating and
macro-economic environment, for the 9-month fiscal
year ended March 31, 2025, the Company delivered a
balanced growth with reported sales of ''3,374 Crores
and profit after tax of ''637 Crores. These results were
driven by a robust portfolio and innovation to meet
evolving consumer needs. The Company continued to
introduce innovations in pursuit of consumer delight,
across both feminine care and health care portfolios.

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 its
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 executed well,
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.

FEMININE HYGIENE BUSINESS

Feminine hygiene is a category that involves significant
involvement and engagement, with evolving consumer
needs. The Company endeavors to serve consumers
with products that offer superior benefits in the
feminine hygiene category, heLping improve their
Lives, through its strong product portfoLio, which
includes Whisper Ultra, Whisper Choice, Whisper Ultra
Skin Love, Whisper Flexfoam, Whisper Choice Nights,
Whisper Bindazzz Nights and Whisper Period Panty.
In turn, the consumers reinforce their trust in the
brand, which truly makes Whisper - a market Leader.

The Company has been on a journey of consistently
improving and upgrading its propositions to raise the
bar on consumer deLight - across the product range
and sizes.

The Company’s portfolio of Whisper Period Panties,
which is a truly one-of-a-kind product, is designed to
provide 360-degree Leakage protection for heavy flow
and features enhanced absorption cues and a soft,
breathable waistband. Whisper period panty range
introduced new sizes so that it can cater to a broader
spectrum of consumers. This size-incLusive approach
ensures that the Company meets the unique needs

of aLL consumers, delivering a comfortable and worry-
free period experience. This portfoLio showed positive
growth and aLmost doubLed during the FinanciaL Year
2024-25.

With an insight that, superior performing products
in superior packages provide noticeabLy better
benefits to consumers, the Company refreshed the
range of Whisper Ultra & Bindazzz Nights portfolio
with new packaging designs that are user-friendLy,
de-cLuttered and are visuaLLy appeaLing to the new
generation consumers.

The Company recognizes that today’s Gen-Z
consumers crave reaL, reLatabLe content, even for
categories that are highLy personaL Like feminine care.
To bring to Life the product superiority of Whisper
Ultra, the Company partnered with different reLatabLe
pubLic voices to raise awareness and educate
audiences about the unique benefits, and the
promise of fitting the consumer’s body to Leave upto
no gaps and no Leaks during periods. The Company
aLso formed partnerships with impactfuL voices
through its campaign ‘Real Periods Real Solution’
with authentic and reLatabLe premise. Through these
engaging coLLaborations, the Company connects with
young consumers in a way that resonates with their
LifestyLe and preferences.

The Company remains committed in its endeavor to
address the common and diverse chaLLenges faced by
menstruators by educating consumers; and busting
taboos and myths regarding periods. With these
and many other activations throughout its portfoLio,
the Company continues to create brand vaLue whiLe
remaining focused on executing its integrated growth
strategy and delighting consumers.

HEALTH CARE BUSINESS

The Company’s health care portfolio is designed with
a consumer-first approach, offering a diverse range
of products that address various needs, from single
and multiple symptoms to customized solutions in
various forms. Vicks has served many generations
of consumers, and it continues to deliver comfort
through its extensive range of superior-quality
products. The Company’s health care portfolio
includes Vicks VapoRub, Vicks Cough Drops, Vicks
Action 500 Advanced, Zzzquil, Vicks Inhaler, Vicks Xtra
Strong Rub, Vicks Baby Rub, Vicks VapoRub Steam
Pods, Vicks Headache Roll-on and Vicks Cough Syrup.

To enhance one of its beloved product- Vicks Vaporub,
the Company upgraded the formulation with a new
powerful scent, further delighting its consumers
and reinforcing the commitment to meet consumer
needs. The Company’s messaging emphasizes Vicks
VapoRub’s effectiveness in relieving cough and cold
symptoms specifically in children, highlighting how it
enables them to sleep peacefully through the night.
This approach resonates with parents, reinforcing the
product’s essential role in their nighttime routines.

To ensure that consumers use the product correctly
for effective relief, Vicks Vaporub launched a unique
campaign called “V-Banao, Vicks Lagao.” This initiative
encourages users to create a “V” shape by applying
VapoRub on the chest, neck, and back, followed by
a gentle massage. This not only educates consumers
on the best application methods but also reinforces
the comforting experience associated with Vicks
VapoRub during cough and cold.

Vicks Inhaler had a strong year, continuing to leverage
the benefit of instant relief from blocked nose with
natural ingredients like menthol & camphor to meet
the needs of consumers on-the-go.

In response to the evolving consumer preferences
for advanced cough and cold relief solutions, the
Company introduced Vicks Cough Syrup, a premium
addition to its portfolio with a new and unique
formulation to the Indian market. This product is
designed to cater to the growing demand for herbal
and ayurvedic remedies, offering a unique formulation
that combines ayurvedic wisdom with a modern form
factor.

Vicks Cough Drops Double Power introduced ‘Vicks
Khol, India Bol’ anthem campaign aimed at cheering
for India with a clear ‘Khich-Khich’ free voice, also
making it accessible in sign language with an aim
that no voice is left unheard. This campaign has
received numerous accolades, such as the Effies
Silver award in the health category and the Clio Music
Silver Award.

Zzzquil remains the top-selling product on
e-commerce platforms in the nutritional sleep
supplements segment, and has witnessed a double¬
digit growth on e-commerce platforms.

By addressing the needs of consumers seeking
elevated and effective relief, the Company endeavors
to continuously build the category.

OLD SPICE

Old Spice continued to build on its strong momentum
delivering double-digit broad-based growth across
0% Gas Deodorants portfolio and After Shave Lotion
portfolio. Old Spice expanded its presence online,
by doubling the business on e-commerce during the
Financial Year. The Company recognizes the needs
of today''s consumers, and hence, the Company’s
collaboration with creators from diverse genres has
resonated well and played a crucial role in driving
demand generation and thereby delivering consistent
growth on the brand.

FINANCIAL RATIOS AND INDICATORS

	2024-25	2023-24	% Change
Debtors (trade receivables) turnover ratio	12.38	18.40	-33*
Inventory turnover ratio	15.10	18.89	-20*
Net capital turnover ratio	16.40	19.20	-15*
Trade payables turnover ratio	1.51	1.78	-15*
Current ratio	1.23	1.22	0
Return on investment	6%	6%	-4*
Return on capital employed	10%	11%	-7*
Operating profit margin	26%	23%	13
Net profit margin	19%	16%	18*
Return on Networth	84%	78%	7

* 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 debt equity ratio and interest
coverable ratio are not applicable.

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 for India 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 Reserve Bank of India''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 and April 23, 2025; and IMF World Economic
Outlook, April 2025

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.

SECURITY

Your Company has implemented comprehensive
security programs supported by latest technology
and trained manpower to protect employees and
assets, at its office and plant. During the Financial
Year under review, no major security breaches
or incidents occurred at the 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 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.

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

	1	| To uphold our Purpose, Values, and Principals in our work and in the business decision we make
		m	| To do the right thing at all times
		To follow standards set forth in the WBCM and the law at all times
	I
		m	To know and fully comply with the laws, regulations, and company policies that apply to the employees’ work
	1	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.

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 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 (GIA)

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
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, 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 site at Goa is 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 Greenhouse Gas 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 address 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 a deep 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:

( incrores)

	For the	For the
	Financial Year	Financial Year
	ended March	ended June
	31, 2025	30, 2024
Foreign Exchange earnings	126.58	112.09
Foreign Exchange outgo	482.22	537.13

RELATED PARTY TRANSACTIONS

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

All related party transactions undertaken during the
Financial year were in ordinary course of business and
on arm''s length basis.

Details of material related party transaction entered
into during the Financial Year 2024-25 are given below:

Name of Related Party	Procter & Gamble Home Products Private Limited
Nature of	Purchase of goods
transaction	(Contract manufacturing)
Amount transacted	'' 562.65 Crores
during Financial
Year 2024-25

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

LOANS AND GUARANTEES GIVEN AND INVESTMENTS

The Company has not given any Loans and 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.

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

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 requisite 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, no complaint
with allegation of sexual harassment was filed with
the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. 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. Appropriate accounting poLicies were seLected
and applied consistently. The judgments and
estimates made 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. Proper and sufficient care for the maintenance
of adequate accounting records in accordance
with the provisions of the Companies Act, 2013,
were taken for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities

iv. AnnuaL accounts for the FinanciaL Year ended
March 31, 2025 were prepared on a “going
concern” basis

v. Appropriate internaL financiaL controLs were Laid
down during the year, which were adequate and
were operating effectively

vi. Proper systems were devised to ensure
compLiance with the provisions of aLL appLicabLe
Laws which 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 Annual report.

ANNUAL RETURN

The Annual Return for the Financial Year 2024-25,
as required under Section 92(3) and Rule 12 of the
Companies (Management and Administration) Rules,
2014 is avaiLabLe on the website of the Company at
https://in.pg.com/india-investors/pghh/sharehoLder-
info/info/.

HUMAN RESOURCES

The company 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 the organization is
weLL-prepared to meet future chaLLenges.

India remains a criticaL taLent source for the Company,
and the Company has adapted its 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. The Company is committed to
nurturing our talent and fostering diverse leaders
who wiLL thrive in its 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 421.
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, 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 [e-mail].

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Anil Kumar Gupta ceased to be Non-Executive
Independent Director on the Board on completion of
his tenure effective September 23, 2024. The Board
of Directors of the Company express their deepest
gratitude to Mr. Anil Kumar Gupta for his valuable
guidance, counsel and direction to the Company
during his tenure on the Board.

Mr. Chittranjan Dua and Mr. Krishnamurthy Iyer, were
appointed as Non-Executive Independent Directors
of the Company for a period of five years effective
August 25, 2020 and December 1, 2020 respectively.
The Board at its meeting held on July 30, 2025,
upon the recommendation of the Nomination
& Remuneration Committee, have re-appointed
Mr. Chittranjan Dua and Mr. Krishnamurthy Iyer as
Non-Executive Independent Directors of the Company
for a further period of 5 (five) years with effect from
August 25, 2025 and December 1, 2025 respectively,
subject to the approval of the shareholders of the
Company. Accordingly, approval of the Members is
being sought for such appointment at the ensuing
61^st Annual General Meeting of the Company.

Ms. Sonali Dhawan, Director, retires by rotation and
being eligible, offers herself for re-appointment.
Appropriate resolution for her re-appointment is
being proposed at the ensuing 61^st Annual General
Meeting, which the Board recommends for approval
of the Shareholders of the Company.

Brief profiles and details of the directorships of
Directors proposed to be appointed and re-appointed
as required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 [“SEBI
(LODR) Regulations, 2015”], are contained in the
Notice convening the ensuing 61^st Annual General
Meeting of the Company.

All Independent Directors of the Company have
provided declarations to the Company stating that
they meet the criteria of independence as mentioned
under Section 149 (6) of the Companies Act, 2013 and
the 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

Three (3) meetings of the Board of Directors of the
Company were held during the nine-months Financial
Year 2024-25. For further details on meetings of
the Board of Directors and its Committees, please
refer to the Corporate Governance section of the
Annual Report.

POLICIES

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

AUDITORS

At the Annual General Meeting held on November
15, 2022, Kalyaniwalla & Mistry LLP, Chartered
Accountants, were appointed as Statutory Auditors
of the Company for a second term of five years,
i.e., from the conclusion of the 58^th Annual General
Meeting until the conclusion of the 63^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 is part of the Report. There have been no
qualification, reservation or adverse remark given by
the Auditors in their Report.

COST AUDITORS

Ashwin Solanki & Associates, Cost Accountants
carried out the cost audit as Cost Auditors for

applicable business during the Financial Year 2024-25.
The Board of Directors of the Company, on the
recommendation made by the Audit Committee, re¬
appointed Ashwin Solanki & Associates, as the Cost
Auditors of the Company for the financial year 2025¬
26. The resolution for ratification of the proposed
remuneration payable to Ashwin Solanki & Associates
to audit the cost records of the Company for the
financial year ending March 31, 2026, is being placed
for the approval of the shareholders of the Company
at the ensuing 61^st Annual General Meeting.of the
Company.

SECRETARIAL AUDIT

Secretarial Audit was carried out by Makarand M.
Joshi & Co., Practicing Company Secretaries for the
Financial Year 2024-25. There were no qualifications,
reservation or adverse remarks given by the
Secretarial Auditors of the Company. The Secretarial
Audit report is annexed to this Report.

Further the Board at its meeting held on May 27, 2025,
have approved appointment of MK Saraf & Associates
LLP, Practicing Company Secretaries, 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 61^st Annual General
Meeting of the Company.

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENT

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

Chittranjan Dua

Chairperson

Date: May 27, 2025
Place: Mumbai

---

Jun 30, 2024

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

FINANCIAL RESULTS

(Figures in '' crores)

	2023-24	2022-23
Revenue from operations	4,206	3,918
Sale of products	4,192	3,905
Profit before tax (PBT)	939	839
Profit after tax (PAT)	675	678
Appropriations:
Opening Reserve	480	280
Profit for the year	675	678
Re-measurement gain/loss on defined benefit plan (net of tax)	6	(7)
Dividend paid in the year	(860)	(471)
Balance carried to the Balance Sheet	301	480
Earnings per share
- Basic (?)	207.95	208.91
- Diluted (?)	207.95	208.91

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

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

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

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

ECONOMY AND MARKETS

The operating environment during the Financial Year 2023-24. Consumer demand in both urban and rural markets remained tepid for the large part of the year, owing to inflationary pressures and factors like delayed monsoons causing lower agricultural yields.

Despite this, India’s real gross domestic product (GDP) grew by 8.2* per cent in FY 2024, exceeding 8 per cent mark in three out of four quarters of FY 2024. Indian economy has recovered and expanded in an orderly fashion post pandemic. The Annual Economic Survey of India in July 2024 highlighted that the real GDP in FY 2024 was 20 per cent higher than its level in FY 2020. Further, the Survey also highlighted that timely policy interventions by the government and Reserve Bank of India’s price stability measures helped maintain retail inflation at

5.4 per cent in FY 2024$.

The economic growth of 8.2 per cent in FY 2024 was supported by an industrial growth rate of

9.5 per cent. Despite disruptions on many fronts, the manufacturing sector achieved an average annual growth rate of 5.2 per cent in the last decade$.

Despite a challenging global landscape, India’s economy stayed resilient. India solidified its position as the world’s fifth-largest economy, showcasing its significant economic strength and becoming one of the fastest growing major economies.

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

$Source: Annual Economic Survey, July 2024.

OPPORTUNITIES, RISK AND OUTLOOK

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

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

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

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

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

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

FINANCIAL PERFORMANCE

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

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

	2023-24	2022-23	Change	Explanation for changes over 25% in the ratios, if any
Debtors (trade receivables) turnover	18.40	19.19	-4%	-
Inventory turnover	18.89	17.27	9%	-
Return on investment	0.06	0.05	32%	Due to interest from loan to group company
Return on capital employed	1.10	0.81	36%	Due to reduction in capital employed on account of dividend payout
Net capital turnover	19.20	9.54	101%	Due to higher sales and lower working capital
Trade payables turnover	1.78	1.88	-6%	-
Interest coverage ratio*	-	-	-	-
Debt Equity Ratio	0.00	0.00	-7%	-
Current ratio	1.22	1.38	-11%	-
Operating profit margin	23%	22%	1.25	-
Net profit margin	16%	17%	-7%	-
Return on Networth	78%	81%	-3%	-

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

BUSINESS PERFORMANCE • FEMININE HYGIENE BUSINESS

effieAWARDS		effieAwards
ASIA PACIFIC		whisper
Marketer of the Year
whisper		Global Grand Effie
		#KeepGirlslnSchool
Brand of the Year

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

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

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

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

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

portfolio, which includes Vicks VapoRub, Vicks Throat Drops, Vicks Action 500 Advanced, Vicks Inhaler, Vicks Xtra Strong Rub, and Vicks Baby Rub; adding Vicks VapoRub Steam Pods and Vicks Headache Roll-on to the portfolio during the year.

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

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

Vicks launched one of its biggest product upgrades for the cough drops portfolio with Vicks cough drops double power with a bigger drop and more ayurvedic mix- a significant upgrade that delivers a more effective and longer lasting relief from sore throat¹. The new product was launched with a new campaign focusing on ‘Badi Goli, Badi Rahat’.

* Vs. Vicks Cough Drops 1.8g

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

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

OLD SPICE

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

RISK MANAGEMENT

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

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

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

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

REGULATORY AND COMPLIANCE

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

n		| To uphold our Purpose, Values, and Principals in our work and in the business decision we make;
	i
		m	| To do the right thing at all times;
				To follow standards set forth in the WBCM and the law at all times;
		m	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 its offices and plant. During the Financial Year under review, no major security breaches or incidents occurred. A comprehensive security risk assessment is carried out regularly and adequate security measures are implemented to cater to changing security scenario. Your Company has installed the best of the security measures and processes to protect its personnel and assets.

INTERNAL AUDITOR

During the Financial Year, the Board of Directors had appointed Ms. Pooja Bhutra, Chartered Accountant as the Internal Auditor of the Company for the Financial Year 2023-24.

INTERNAL CONTROLS & THEIR ADEQUACY

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

• Controls Self-Assessments (CSA) are performed during October to December period of every Financial Year across business processes. The purpose of this thorough exercise is to review and evaluate process compliances against standard control objectives, activities, and attributes. This enables the Company to proactively identify control weaknesses and initiate actions to sustainably mitigate them. Along with CSAs, Company also has a process of continuous monitoring for some of controls in manufacturing processes via an internally developed toolkit that tracks control activities and assesses effectiveness of controls with the process owners by selecting auto samples for packing, planning, warehousing, etc. Samples are auto picked up every quarter for the respective areas in the toolkit and tested. Defects, if any,

are reviewed by the management. This ensures ongoing monitoring of controls for operational areas.

• Local Governance and Global Internal Audit

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

• Governance Board

The Governance Board is led by the Managing Director and comprises of Group Chief Financial Officer, Chief Human Resource Officer, Supply Chain Leader, Purchasing & Sustainability Leader, and General Counsel. The Governance Board assesses, and reviews enterprise level risks and works with process owners and functional managers to ensure that corrective action is taken, and risk is mitigated as appropriate.

BUSINESS RESPONSIBILITY & SUSTAINABILITY

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

ENVIRONMENTAL SUSTAINABILITY AND

CONSERVATION OF ENERGY

Our efforts in environmental sustainability are important to create superior propositions for consumers, customers, and shareholders- while improving our environmental impact. We seek to reduce the footprint of our operations and enable consumers to reduce their footprint.

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

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

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

The Company contributes to the P&G group’s ambition to reduce Green House Gas (GHG) emissions across its operations. The Company will continue to strive in its efforts towards this ambition. The Company aims to grow responsibly and continuously improve its efficiency while reducing its carbon footprint.

For a detailed report on Company''s sustainability efforts, kindly refer to the business responsibility and sustainability report (BRSR) appended as Annexure I to this report.

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

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

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

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

FOREIGN EXCHANGE EARNINGS & OUTGO

The details of foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

'' in Crores

	For the Financial Year ended June 30, 2024	For the Financial Year ended June 30, 2023
Foreign Exchange earnings	112.09	43.22
Foreign Exchange outgo	537.13	597.10

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions which is also available on Company’s website at https://in.pg.com/india-governance-and-policies/pghh/terms-and-policies/#policies. This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length. All related party transactions are subjected to independent review by Chartered Accountant firm to confirm compliance with the requirements under the Companies Act,

2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Details of material related party transaction entered into during the Financial Year 2023-24 are given below:

Name of Related Party	Procter & Gamble Home Products Private Limited
Nature of transaction	Purchase of goods (Contract Manufacturing)
Amount of transaction during Financial Year 2023-24	'' 729.50 Crores

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

LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE

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

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

PUBLIC DEPOSITS

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. that in the preparation of the Annual Accounts for the Financial Year ended June 30, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the accounts for the Financial Year ended June 30, 2024, on a “going concern” basis;

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

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

CORPORATE GOVERNANCE

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

ANNUAL RETURN

The Annual Return for the Financial Year 2023-24, as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://in.pg.com/india-investors/pghh/shareholder-info/info/.

HUMAN RESOURCES

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

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

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

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

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

P&G India has been consistently recognized as an employer of choice. For the seventh consecutive year, AVTAR has acknowledged us as one of the top 100 companies for women in India. We have also received accolades such as the Best Organization for Women by ET Now (2024), Buddies of Wellness by People

Matters (2023), and Silver Employer for progress on LGBTQ inclusion at the Workplace by the India Workplace Equality Index (2023), among others.

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

Mr. Kumar Venkatasubramanian was appointed as Director and Managing Director of the Company for a period of five years effective May 1, 2024 pursuant to the Board’s approval and recommendation of the Nomination and Remuneration Committee. The Shareholders of the Company approved his appointment by resolution passed via postal ballot & e-voting on July 3, 2024. Mr. Kumar Venkatasubramanian being a non-resident at the time of his appointment, the Company has filed an application for seeking approval for his appointment with the Central Government.

Mr. Prashant Bhatnagar ceased to be Chief Financial Officer of the Company due to his resignation from the Company, effective June 28, 2024. Ms. Mrinalini Srinivasan was appointed as Chief Financial Officer of the Company effective June 29, 2024.

Mr. Ghanashyam Hegde and Mr. Gagan Sawhney, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 60^th Annual General Meeting. Appropriate resolutions for the re-appointment of the aforesaid Directors are being proposed at the ensuing 60^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 60^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 and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015”].

The Board is of the opinion that all the Independent Directors of the Company possess integrity, have relevant expertise and experience and fulfil the conditions specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The details

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

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Seven (7) meetings of the Board of Directors of the Company were held during the Financial Year. For further details on meetings of the Board of Directors and its Committees, please refer to the Corporate Governance section of the Annual Report.

POLICIES

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

AUDITORS

At the Annual General Meeting held on November 15, 2022, Kalyaniwalla & Mistry LLP, Chartered Accountants were appointed as Statutory Auditors of the Company for a second term of five years, i.e., from the conclusion of the 58^th Annual General Meeting until the conclusion of the 63^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 June 30, 2024 is part of the Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

COST AUDITORS

Ashwin Solanki & Associates, Cost Accountants carried out the cost audit as Cost Auditors for applicable business during the Financial Year 202324. The Board of Directors have re-appointed Ashwin

Solanki & Associates, Cost Accountants for the Financial Year 2024-25. There were no qualifications, reservation or adverse remarks given by the Cost Auditors of the Company.

SECRETARIAL AUDIT

Secretarial Audit was carried out by Makarand M. Joshi & Co., Practicing Company Secretaries for the Financial Year 2023-24. There were no qualifications, reservation or adverse remarks given by the Secretarial Auditors of the Company. The Secretarial Audit report is annexed to this Report.

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board of Directors

Chittranjan Dua

Mumbai, August 28, 2024 Chairman

1

HEALTH CARE BUSINESS

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

The Company continues to remain fully invested in growing the category resulting in strong offtake growth behind the strength of our existing

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Jun 30, 2023

The Board of Directors have the pleasure of presenting the 59^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)
	2022-23	|2021-22
Revenue from operations	3,918	3,901
Sale of products	3,905	3,792
Profit before tax (PBT)	839	790
Profit after tax (PAT)	678	576
Appropriations:
Opening Reserve	280	267
Profit for the year	678	576
Re-measurement gain/ loss on defined benefit plan (net of tax)	(7)	5
Dividend paid in the year	(471)	(568)
Balance carried to the Balance Sheet	480	280
Earnings per share
- Basic (?)	208.91	177.37
- Diluted (?)	208.91	177.37

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 31, 2023, declared an interim dividend of '' 80 per equity share, which was paid on February 21, 2023.

The Board of Directors of the Company, at its meeting held on August 28, 2023, have recommended a final dividend of '' 105 per equity share, for the Financial Year ended June 30, 2023. This final dividend is subject to approval of the Members at the ensuing 59^th Annual General Meeting of the Company.

The aggregate dividend for the financial year ended June 30, 2023, including the interim dividend of '' 80 per equity share paid on February 21, 2023 and the final dividend of '' 105 per equity share recommended by the Board, amounts to '' 185 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 financial 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.

FINANCIAL PERFORMANCE

In this Financial Year, the Company delivered sales of ? 3,905 crores, up 3% vs year ago despite a pandemic-linked demand surge in the healthcare portfolio in the base period. For the fiscal ended June 30, 2023, the Company reported Profit After Tax (PAT) of ?678 crores, up 18% versus year ago including one-time tax impacts. Excluding these one-time tax impacts, PAT is up 10% operationally. This was driven by premiumization and productivity interventions, as

the Company continued to make sequential progress in profit growth, despite the challenging operating and cost environment.

FINANCIAL RATIOS

	2022-23	2021-22	% Change
Debtors (trade	19.19	23.33	-18%
receivables) turnover
Inventory turnover	17.27	16.14	7%
Return on investment	0.05	0.04	22%
Return on capital	0.81	0.97	-17%
employed
Net capital turnover*	9.54	14.66	-33%
Trade payables	1.88	2.01	-6%
turnover
Interest coverage	0	0	NIL
ratio1
Debt Equity Ratio1	0	0	NIL
Current ratio	1.38	1.32	4%
Operating profit	22%	20%	5%
margin
Net profit margin	17%	15%	17%
Return on Networth	81%	79%	2%

* Variation is due to increase in operating cash flow vs previous year.

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.

Feminine Care Business

We continue to delight our consumers with strong innovation across the portfolio. Whisper has continued to ensure superior product performance. Whisper premium portfolio went through product innovation- Hygiene Comfort, which was designed for better comfort with boosted core and adding soft wings. The innovation improved not just absorbency but enhanced comfort which helped us address the need for soft wings without comprising on the protection.

The Company also significantly stepped up on the product performance of the longer length products - Whisper Choice Ultra XL and Whisper Choice XL. With these interventions, both products delivered superior protection, drier feel and better integrity inuse, which enabled us to meet the consumer need on long lasting protection (vs. earlier product). With the improved products, both Whisper Choice Ultra XL and Whisper Choice XL have grown penetration vs last fiscal year.

The Company’s super premium nights business continues to thrive behind identification of the unmet consumer need- Night-time Leakage. Overnight period panties saw a strong response through e-commerce channel.

Whisper’s flagship campaign, #KeepGirlsInSchool initiative, continued our commitment to be at the forefront of driving menstrual hygiene education in India. Through the latest edition, The Missing Chapter 2.0, we highlighted one of the most fundamental problems, taking a bolder and stronger stance -Period Awareness identified as The Missing Chapter For Moms. Through a bold film, we brought the missing chapter to her - proudly showing a model of female reproductive system assembled by two kids on screen, to break taboos ingrained in the core of society.

With world-class communication, most of our subbrands continued to grow market share. Superior go-to-market strategy enabled enhanced presence in stores with more visibility touchpoints per store. The business was further strengthened with the launch of Vicks ZzzQuil, a nutraceuticaL sleep supplement. We also continue to grow our recent launches like Vicks Roll-On Inhaler and Vicks Xtra Strong behind strong media and go-to-market strategy.

Health Care Business

The Company’s health care business delivered a muted growth this Financial Year as the Cough & CoLd category faced correction post the increase in consumption observed during the pandemic. Despite this, the Company continued to win externally and grow market share in the Cough & CoLd category with strong offtake growth behind the strength of our portfolio, which includes Vicks VapoRub, Vicks Throat Drops, Vicks Action 500 Advanced, Vicks Inhaler and Vicks Baby Rub.

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

Old Spice

Old Spice demonstrated double-digit growth led by 0% Gas Deodorants, strengthening the brand''s foothoLd in the category.

OveraLL, the Company continued to focus on driving consumer meaningfuL innovations through new launches and expanded distribution backed by strong media thereby delivering consistent growth.

Risk Management

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

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

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

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

REGULATORY AND COMPLIANCE

The Company operates within the letter and spirit of all applicable laws. General compliance with legal

requirements is an important component of the Company''s Worldwide Business Conduct Manual (the WBCM) and the same expects the following from its employees:

• 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 plant. During the Financial Year under review, no major security breaches or incidents have 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 / 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 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 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 Annual Report.

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

ENVIRONMENTAL SUSTAINABILITY 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 plant at Goa is a zero-manufacturing-waste-to-landfill site, 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 Vicks transformed its sore throat drop container found on the counters of high frequency retailers in India to 100% post-consumer recycled (PCR) plastic -reducing dependence on traditional, virgin plastic and creating a recycle ready package.

The Company’s plant at Goa has undertaken various initiatives to conserve energy such as use of auto cleaning of condensers in chillers, arresting and control of air leakages, use of energy efficient pumps for cooling towers, chiller & softening plants. The Plant has also taken measures to conserve water such as use of rain water for cooling towers vs ground water, collection & reuse of AHU condensate, use of air conditioner drains for earthing pits recharge and reclaim of circular water.

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:

'' in Crores
	For the Financial	For the Financial
	Year ended	Year ended
	June 30, 2023	June 30, 2022
Foreign Exchange earnings	43.22	46.96
Foreign Exchange outgo	597.10	739.82

RELATED PARTY TRANSACTIONS

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

Disclosure Requirements) Regulations, 2015.

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

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

Name of Related Party	Procter & Gamble Home Products Private Limited
Nature of transaction	Purchase of goods (Contract Manufacturing)
Amount of transaction during Financial Year 2022-23	'' 735 Crores

The above transaction was approved by the Shareholders by passing an Ordinary Resolution through Postal Ballot on June 26, 2021. 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 (ICC). During the Financial Year, no complaint with allegation of sexual harassment was filed with the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. that in the preparation of the Annual Accounts for the Financial Year ended June 30, 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) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://in.pg.com/india-investors/pghh/shareholder-info/info/.

HUMAN RESOURCES

The Company 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 432.

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

As per the provisions of first proviso to Section 136(1) of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at [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. Gurcharan Das was appointed as an Independent Director of the Company for a term of five years effective September 1, 2022, which was approved by members of the Company at the Annual General Meeting held on November 15, 2022.

Mr. Karthik Natarajan and Mr. Pramod AgarwaL, Directors retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 59^th Annual General Meeting of the Company.

Brief profile of Directors proposed to be re-appointed at the ensuing 59^th Annual General Meeting and the detaiLs of the Directorships heLd by them in other companies are provided under the Corporate Governance section of the Report.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the ensuing 59^th AnnuaL GeneraL Meeting, which the Board recommends for approval of the Shareholders of the Company.

All Independent Directors of the Company have provided declaration 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 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

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 the Annual Report.

POLICIES

The Company has adopted various policies, including policies on related party transactions, corporate sociaL responsibiLity, vigiL mechanism, nomination and remuneration, materiality of events and dividend distribution poLicy, which are avaiLabLe on the website of the Company at https://in.pg.com/ india-governance-and-policies/pghh/terms-and-poLicies/#poLicies.

AUDITORS

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

Meeting untiL the concLusion of the 63^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 June 30, 2023 is part of the Report. There has been no quaLification, reservation or adverse remark given by the Auditors in their Report.

COST AUDITORS

Ashwin Solanki & Associates, Cost Accountants carried out the cost audit as Cost Auditors for applicable business during the Financial Year 202223. The Board of Directors have re-appointed Ashwin Solanki & Associates, Cost Accountants for the FinanciaL Year 2023-24.

SECRETARIAL AUDIT

SecretariaL Audit was carried out by Makarand M. Joshi & Co., Practicing Company Secretaries for the FinanciaL Year 2022-23. There were no quaLifications, reservation or adverse remarks given by the 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 the mandatory SecretariaL Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

We are gratefuL to The Procter & GambLe Company, USA and its subsidiaries for their invaLuabLe support in terms of access to the latest information and knowLedge in the fieLd of research & deveLopment for products, ingredients and technoLogies, exceptionaL marketing strategies, and the goodwill of its world-renowned trademarks and superior brands. We are proud to acknowledge this unstinted association that has vastLy benefited the Company.

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

On behalf of the Board of DirectorsChittranjan Dua

Mumbai, August 28, 2023 Chairman

1

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

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Jun 30, 2022

FINANCIAL RESULTS

(Figures in '' crores)
	2021-22	2020-21
Revenue from operations	3,901	3,574
Profit before tax (PBT)	790	870
Profit after tax (PAT)	576	652
Earnings per share
- Basic (?)	177.37	200.79
- Diluted (?)	177.37	200.79

Your Directors have the pleasure of presenting the 58^th Annual Report and the Audited Financial Statements of your Company for the Financial Year ended June 30, 2022.

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 '' 95 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 '' 65 per Equity Share for the Financial Year ended June 30, 2022. This final dividend is subject to approval of the Members at the ensuing 58^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 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.

OPPORTUNITIES, RISK AND OUTLOOK

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

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

S

However, IMF projects global inflation in 2022 at 8.3%^A. 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.

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 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.

BUSINESS PERFORMANCE

Despite unprecedented headwinds from macroeconomic challenges and softening consumption trends, your Company continued to grow and delivered a resilient performance in the fiscal with sales of ? 3,901 crore, up 9% versus year ago, behind the proven superiority strategy and strong brand fundamentals. Profit after tax (PAT) was ?576 crore, down 12% versus year ago, largely behind commodities inflation which was significantly countered by cost productivity and pricing in the current year. Compared to the fiscal two years ago, the Company’s sales are up 30% and PAT is up 33%. The execution of our integrated strategies of a strong portfolio, superiority, productivity, constructive disruption, and an agile and accountable organization structure, has empowered us to deliver these consistent results. Our strategy is fuelled by balancing innovation and industry-leading practices, while driving productivity in everything we do. While the unprecedented market challenges and uncertainties remain in the near-term, we will continue to stay focused on our strategy of driving superiority and productivity and enabled by the strength of our organization and culture, to deliver balanced growth and value creation.

FINANCIAL RATIOS

	2021-22	2020-21	% Change
Debtors (trade receivables) turnover	23.42	23.16	1%
Inventory turnover	16.14	15.73	3%
Return on investment	0.04	0.04	-10%
Return on capital employed	0.97	1.10	-11%
Net capital turnover	14.14	12.68	12%
Trade payables turnover	2.01	1.87	8%
Interest coverage ratio	102.8	143.4	-28%*
Current ratio	1.32	1.34	-1%
Operating profit margin	20%	25%	-17%
Net profit margin	15%	18%	-19%
Return on Networth	79%	70%	14%

* The variation is on account of higher interest on income tax in the current year.

including consumer down tiering trends and commodity price impact.

Whisper made investments to continue to strengthen product performance. Whisper launched the new and improved Choice XL and Choice Ultra, to delight our consumers with superior proposition.

Our premium nights business continues to thrive behind identification of the No.1 unmet consumer need- Nighttime leakage, enabling premiumization. Whisper also launched an affordable night’s range -Whisper Choice Nights to provide our consumers with relevant propositions to meet their needs, like prevention of night-time leaks.

Whisper’s flagship campaign #KeepGirlsInSchool, now in it’s 3^rd year, continues to raise awareness about the issue of girls dropping out of school when they attain puberty. Whisper continues to bring transformational change in the community. Through our Whisper Menstrual Health & Hygiene School program and other consumer touchpoints, last year we actively reached 50,000 schools educating about 9.9 million adolescent girls on the importance of menstrual hygiene.

Feminine Care Business

We continue to delight our consumers with strong innovation across the portfolio. We continue to be market leaders despite tough external environment

#KeepGirlsInSchool also received the highest external recognition for purpose campaigns- The Cannes Grand Prix in the sustainable development goals category reinforcing the impact & the positive reception of this longstanding campaign.

Health Care Business

Your Company’s health care business delivered strong growth this Financial Year. Your Company continued to win externally and grow market share in the Cough & Cold category with strong offtake growth behind the strength of our portfolio, which includes Vicks VapoRub, Vicks Throat Drops, Vicks Action 500 Advanced, Vicks Inhaler and Vicks Baby Rub growth.

With world-class communication, most of our subbrands continued to grow market share. The business was further strengthened by strong innovations including Vicks Roll-On Inhaler and Vicks Xtra Strong. This is also the first year where we have ventured into piloting the launch of a cough syrup- Vicks Tulsi Ginger Cough Syrup. Superior go-to-market strategy enabled enhanced presence in stores with more visibility touchpoints per store.

Your Company’s healthcare business is also able to grow penetration across its entire range thereby bringing meaningful change to the lives of consumers.

Old Spice

Old Spice 0% Gas deodorants demonstrated strong double-digit growth strengthening the brand''s foothold in the category.

Overall, your Company continued to focus on driving consumer meaningful innovations backed by distribution expansion and strong advertising thereby delivering consistent growth.

RISK MANAGEMENT

Your Company has set up a Risk Management Committee. 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 demands 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 plant. 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. 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 2021-22.

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 identification information (PII) against financial losses and unauthorized use. The robust controls environment at your 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 (GIA)

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 REPORT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) & CITIZENSHIP EFFORTS

Your Company believes in being a force for growth and force for good in the communities that it serves. This has been an integral part of your company’s purpose and values since its foundation. We believe that the only way to build a sustainable business is to improve lives.

Our CSR strategy is supported by three key piLLars-P&G Shiksha, P&G Suraksha India and timely disaster relief.

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 (EI) (EI) 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 are conducting learning camps focused on strengthening foundational learning levels in chiLdren. This is 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 Annual Report.

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

ENVIRONMENTAL SUSTAINABILITY AND

CONSERVATION OF ENERGY

Environmental sustainability is embedded in our Purpose, Values, Principles, and everything we do. We are committed to improving lives, now and for generations to come by ensuring that our products, packaging and operations are safe for employees, consumers and the environment. We ensure this by focusing on technologies, processes and improvements that matter for the environment.

Within its operations, your Company strives to grow responsibly and continuously improve our efficiency while reducing our carbon footprint. This year, P&G Group in India achieved ‘plastic packaging waste neutrality’, as it collected, processed and recycled over 19,000 MT post-consumer plastic packaging waste from across the country, which is more than the amount of plastic packaging in its products sold during the year. In the last 5 years, the Group has reduced usage of packaging material by more than 5000 MT. We remain committed to help reduce the flow of plastic by continuing to make changes now and bringing long-term solutions.

Our manufacturing plant at Goa is ‘zero waste to landfill’, which means that no manufacturing waste is discharged into the environment. The plant at Goa has also significantly reduced its carbon emission and energy consumption. The plant is leveraging technology, experts, employees and renewable sources of energy to reduce our overall carbon

footprint, improve energy and water efficiency and make our operations more sustainable.

The P&G brands have also stepped forward towards environmental sustainability. We are among the few companies in India to use recycled material in the packaging of our Feminine care packaging. This will reduce usage of virgin plastic.

The P&G Group also recently announced a global water strategy which aims to restore water in 18 water-stressed areas around the world for people and nature, responding to water challenges through innovation and partnerships, and reducing water in our operations. Out of these 18 water-stressed areas, 5 are in India.

Additionally, the Group 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 measures taken by your Company''s Plant site in Goa for conservation of energy are given below:

Water savings initiatives: Following initiatives led to significant water savings:

• Optimization of use of water resources;

• Use of reclaim water for cooling towers vs. ground water;

• Reclaim of circular water;

• Use of Air Conditioning drains for recharging earthing pits;

• Collection and reuse of AHU condensate; and

• Collection/elimination of cooling tower water losses.

Energy Savings initiatives: Certain initiatives undertaken for saving energy are given below:

• Auto cleaning of condensers in chillers to get better efficiency and energy saving;

• Use of energy efficient pumps for cooling towers and chillers delivering energy savings;

• Monthly monitoring of energy usage and benchmarking;

• Monitoring of air consumption and arresting and controlling air leakages;

• Use of energy efficient compressors motors and sequencing with variable-frequency drives (VFD) for energy efficiency;

• Energy efficient pumps for softening plants; and

• Timers and motion sensors for air conditioners.

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:

'' in Lakhs
	For the Financial Year ended June 30, 2022	For the Financial Year ended June 30, 2021
Foreign Exchange earnings	4,696	4,598
Foreign Exchange outgo	73,982	55,029

RELATED PARTY TRANSACTIONS

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

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

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

Name of Related Party	Procter & Gamble Home Products Private Limited
Nature of transaction	Purchase of goods
Amount of transaction	'' 251 Crores
during Financial Year
2021-22

The above transaction was approved by the Shareholders by passing an Ordinary Resolution through Postal Ballot on June 26, 2021. Being related parties, the Promoter shareholders had abstained from voting on the said resolution.

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 an Internal Complaints Committees (ICC). During the Financial Year, 1 complaint with allegation of sexual harassment was filed with the Company, which was resolved during the year.

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 the Financial Year 2021-22, as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://in.pg.com/india-investors/pghh/shareholder-info/info/.

HUMAN RESOURCES

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: India 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 its focus on inclusive development, P&G India was 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 506.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Flavia Machado ceased to be Company Secretary of the Company effective August 31, 2021.

Mr. Ghanashyam Hegde was appointed as Company Secretary and Compliance Officer of the Company effective September 1, 2021. Consequently, Mr. Hegde was re-designated from Non-Executive Director to Executive Director of the Company effective September 1, 2021 for a tenure of five years.

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 for period of five years, effective July 1, 2022. The Shareholders of the Company have 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. Gurcharan Das has been appointed as Independent Director of the Company for a term of five years effective September 1, 2022, subject to approval of

the Shareholders of the Company at the upcoming 58^th Annual General Meeting of the Company.

Mr. Gagan Sawhney and Ms. Sonali Dhawan, Directors retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 58^th Annual General Meeting of the Company.

Brief profile of Directors proposed to be appointed/ re-appointed at the ensuing 58^th Annual General Meeting and the details of the Directorships held by them in other companies are provided under the Corporate Governance section of the Report.

Appropriate resolutions for the appointment / reappointment of the aforesaid Directors are being moved at the ensuing 58^th Annual General Meeting, which the Board recommends for approval of the Shareholders of the Company.

The Independent Directors of your Company have given declaration of Independence to your Company stating that they meet the criteria of Independence as mentioned under the Companies Act, 2013 and the Securities and Exchange Board of India (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

Five (5) meetings of the Board of Directors of the Company were held during the Financial Year. For further details on meetings of the Board of Directors and its Committees, please refer to the Corporate Governance section of the Annual Report.

POLICIES

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

AUDITORS

The Report given by KalyaniwaUa & Mistry LLP, Statutory Auditors on the financial statements of the Company for the Financial Year ended June 30, 2022 is part of the Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

Kalyaniwalla & Mistry LLP were appointed as Statutory Auditors of your Company at the 53^rd Annual General Meeting for a term upto conclusion of the 58^th Annual General Meeting. It is proposed to re-appoint Kalyaniwalla & Mistry LLP, Chartered Accountants as Statutory Auditors of your Company for a second term of five years, i.e., from the conclusion of the ensuing 58^th Annual General Meeting until the conclusion of the 63^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. Resolution for the said appointment is being moved at the ensuing 58^th Annual General Meeting.

COST AUDITORS

Ashwin Solanki & Associates, Cost Accountants carried out the cost audit for applicable business during the Financial Year 2021-22. The Board of Directors has re-appointed Ashwin Solanki & Associates, Cost Accountants for the Financial Year 2022-23.

SECRETARIAL AUDIT

Secretarial Audit was carried out by Makarand M. Joshi & Co., Practicing Company Secretaries for the Financial Year 2021-22. There were no qualifications, reservation or adverse remarks given by the 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 the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

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

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 Chittranjan Dua

Mumbai, August 23, 2022 Chairman

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Jun 30, 2018

REPORT OF THE DIRECTORS

Your Directors have the pleasure of presenting the 54^th Annual Report and the Audited Financial Statements of your Company for the Financial Year ended June 30, 2018.

FINANCIAL RESULTS

(Rs, in crores)

	2017-18	2016-17
Revenue from operations	2455	2419
Profit before tax	582	672
Profit after tax	375	433

FINANCIAL YEAR

Your 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, 40/- for each Equity Share for the Financial Year ended June 30, 2018.

BUSINESS PERFORMANCE

Your Company delivered another year of steady balanced performance in a tough external environment.

Your Company delivered Sales of Rs, 2,455 crores, up 10% versus year ago on comparable* basis. Reported sales were up 1% versus year ago due to treatment of indirect taxes post Goods and Service Tax (GST). The Profit After Tax (PAT) was Rs, 375 crores, down 13% versus year ago largely behind increased investments on product innovations and advertising. We continue to focus on growth behind brand fundamentals, strength of product portfolio and improved in-store execution.

Hygiene Business

In the Feminine Care business, Whisper continues to be the market leader. During the Financial Year, your Company continued to make strong progress in growing more users on sanitary napkins, particularly among non-users in their early teen years via clutter breaking ''Check Check'' campaign and continued focus on the ''Point of Market'' entry consumer via school programme. This was reflected in acceleration of Whisper penetration among teens which was significantly ahead of category penetration growth. We also strengthened value proposition on our longer length offerings in Choice line up as consumers shift towards longer length pads for a better protection experience. We also continued to drive depth and breadth of our portfolio via sharply defined go-to-market plans taking category to more stores.

Your Company''s strategic foray in emerging ''Comfort & Soft'' segment with Ultra Softs demonstrated strong sales growth and also won ''Product of the Year Award-2018'' in sanitary napkins category. We built on the success of Whisper portfolio expansion by extending it from ''Period protection'' to overall ''Feminine wellness'' via Whisper daily liners launch in top channels. Whisper continued to be the ''force for good'' reflected in our marketing campaigns like #SitImproper and #WhisperBreaksSilence winning the hearts of millions of consumers which also brought numerous external awards including ''Best Media Campaign - Gender Parity'' at Indian Digital Marketing Awards, 2018.

Health Care Business

Your Company''s Health Care sales posted strong growth this Financial Year. Your Company continued to grow share in the Cough & Cold category (excluding Cough Syrup) with offtake growing strong double-digit behind the strength of our equities and our portfolio, which includes Vicks VapoRub, Vicks Cough Drops, Vicks Action 500 Advanced, Vicks Inhaler and Vicks BabyRub - our new launch in Financial Year 2017

18. The growth was driven by a combination of plans to win with consumers, winning versus competition and winning in whitespaces with the launch of BabyRub.

Old Spice continued to have a challenging Financial Year 2017-18 driven by sales decline. There is a conscious business choice to hold back investments on Old Spice until there is a winning proposition in a category that is highly dynamic and competitive.

Vicks Rubs grew penetration behind our Category Development Index program for the second year in a row continuing to grow share in the Financial Year 2017-18. Vicks Cough Drops off take grew strong with share gain in the cough lozenges category in a year of competitive launches.

Overall, your Company continued to focus on driving consumer meaningful innovations backed by distribution expansion and strong advertising thereby delivering consistent growth.

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 focuses on computer assisted learning software to improve the learning outcomes in children. Education Initiatives 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 and Early Childhood Education. 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 who 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 two-fold increase in the percentage of children who were able to do basic arithmetic after our intervention.

Your Company also identified ''Early Childhood Education'' as a key opportunity area in the educational landscape of the country. The program builds capability of Anganwadi workers in order to develop motor and cognitive skills in children so that they are set for a fast-paced growth once they start going to school. We conducted the program in Bihar, Uttar Pradesh, Rajasthan and Delhi through Pratham''s partnership with the Government (ICDS), to impact early childhood learning in Anganwadi centers to strengthen school readiness in children. At the end of the year, to assess their level of development, children were asked to do several tasks like matching shapes, ability to trace shapes to recognize number, ability to tell their name and family background. The results were overwhelming, 85% children in the intervention groups had competent motor skills (ability to draw, hold a pencil, colour within a shape, join dots etc.) versus 42% in the comparison groups. Similarly, cognitive competence of the children in intervention groups was more than two-fold than that of comparison groups. Through this program, we reached out to more than 1100 units impacting around 33,000 children.

Your Company continued to impact the communities around its plants in a holistic manner throughout the Financial Year. At Goa, in association with Matruchhaya, a local public charitable trust, your Company is providing educational and infrastructural support to a school for the orphaned, destitute and abandoned children.

Two years ago, P&G Shiksha forayed into impacting learning levels via digital learning. Your Company entered into a partnership with Education Initiatives (EI) 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 be 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.

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 section 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. We are committed to improving lives, now and for generations to come by ensuring that our products, packaging and operations are safe for employees, consumers and the environment. We ensure by focusing 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. The Goa plant is a ''zero waste to landfill'' site which means that there is no manufacturing discharge into the environment. In the last 5 years, the Goa plant has reduced its carbon emission by 17.5%. During this period, the plant has also improved on both energy and water consumption at 78.9%. The plant is also leveraging technology, experts, employees and renewable sources of energy to reduce our overall footprint and make our operations more sustainable.

For your Company, sustainability inspires and guides everything. Moreover, we ensure environment friendly practices at our sites. These include a 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 at the Plants; 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; and

- 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:

Your 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.

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:

Rs, in Lakhs

	For the	For the
	Financial	Financial
	year ended	year ended
	June 30,	June 30,
	2018	2017
Foreign Exchange	2,635	5,538
earnings
Foreign Exchange outgo	55,999	46,777

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/pghh/corporate_ governance/policies.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 and 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

No material related party transactions were entered during the Financial Year by your Company. 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 your Company.

Your Company has not given any guarantees or made any investments during the Financial Year 2017-18.

LOANS AND GUARANTEES GIVEN AND INVESTMENTS MADE DURING THE FINANCIAL YEAR 2017-18

Details of loans given by your Company under Section 186 of the Companies Act, 2013 during the Financial Year 2017-18 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 Private Limited	Fellow Subsidiary	90.00	General business purpose

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 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 provided under the Corporate Governance section of this Annual 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 2017-18 was a year of overall strong growth in many categories. Our productivity continues to be the 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 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.

Mr. Ishan Sonthalia ceased to be the Company Secretary and Compliance Officer of the Company effective March 31, 2018. Ms. Flavia Machado has been appointed as the Company Secretary and Compliance Officer of the Company effective September 18, 2018.

Mr. Shailyamanyu Singh Rathore and Ms. Sonali Dhawan, Directors retiring by rotation and being eligible, offer themselves for re-appointment at the ensuing 54^th Annual General Meeting of the Company.

Brief resumes of Directors proposed to be reappointed at the ensuing 54^th Annual General Meeting and the details of the Directorships held by them in other companies are provided under the Corporate Governance section of the Annual Report.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the ensuing 54^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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

AUDITORS

Kalyaniwalla & Mistry LLP were appointed as Statutory Auditors of your Company at the previous 53^rd Annual General Meeting held on November 1 6, 201 7 for a term of five consecutive years.

The Report given by the 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.

COST AUDITORS

Ashwin Solanki & Associates, Cost Accountants carried out the cost audit for applicable business during the Financial Year 2017-18. The Board of Directors has appointed Ashwin Solanki & Associates, Cost Accountants for the Financial Year 2018-19.

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/pghh/corporate_governance/policies.shtml/.

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and remuneration for Key Managerial Personnel has been appended as Annexure IV to this Report. The dividend distribution policy has been appended as Annexure V to this Report.

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

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 available on the website of the Company at http://www.pg.com/en_IN/invest/pghh/ corporate governance/annual_return.shtml/

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 your 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

Mumbai R. A. Shah

August 22, 2018 Chairman

---

Jun 30, 2017

The Directors have the pleasure of presenting the 53^rd Annual Report and the Audited Accounts of the Company for the Financial Year ended June 30, 2017.

FINANCIAL RESULTS

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, 27/- per Equity Share for the Financial Year ended value propositions. Sales for the Financial Year 2016-17 increased by 3% to Rs, 2419 crores as against Rs, 2349 crores during the previous Financial Year.

Profit after tax increased by 2% to Rs, 433 crores while Profit before tax increased by 6% to Rs, 672 crores. This was behind continued focus on productivity and cost efficiency.

Hygiene Business

In the Feminine Care business, Whisper continues to be the market leader.

During the Financial Year, several strategic initiatives were launched to meet the consumers'' needs across both top and mid end of the segment. We made a strategic foray in emerging comfort segment with our NEW Whisper Ultra Soft product launch which offers a no trade off experience between comfort and protection. Our digital #LikeAGirl campaign struck a chord with millions of girls strengthening Whisper''s brand connect with consumers and won several external recognitions: Best Local Execution of a Global Brand (Bronze) - Festival of Media, and Most Engaging Campaign on Instagram across Asia Pacific by Campaign Asia and Unmetric.

June 30, 2017. During the Financial Year, the Board of Directors declared a special interim dividend of '' 362/- 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 Whisper. The said interim dividend was paid to the Shareholders on June 1, 2017.

BUSINESS PERFORMANCE

Your Company delivered another year of balanced performance in a volatile external environment growing both top and bottom line. This was possible due to its strength of product portfolio and superior

Health Care Business

The Company''s Health Care sales posted strong growth this Financial Year. The Company continued to grow share in the Cough & Cold category with off take growing strong double-digit behind the strength of our equities and our portfolio, which includes Vicks VapoRub, Vicks Cough Drops, Vicks Action 500 Advanced and Vicks Inhaler. The growth was driven by combination of strong focus on driving brand fundamentals, key business drivers and equity building campaigns like #Touchofcare.

On Whisper Choice, we continued to drive increased usage of sanitary napkins, particularly among non-users in their early teen years via new ''Check Check'' campaign and continued focus on the ''Point of Market'' entry consumer. We also continued to extend availability of breadth and depth of our portfolio via sharply designed Go-to-market plan.

Old Spice de-grew on value sales in the Financial Year 2016-17. It was a conscious choice to hold back investments on the brand until we have a winning proposition in a category that is highly dynamic and competitive.

Vicks VapoRub grew penetration and has gained shared in the Financial Year 2016-17. Vicks Cough Drops off take grew strong with share gain in the cough lozenges category behind our new campaign with the iconic ''Khich Khich Monster''.

Overall, the Company continued to focus on driving consumer meaningful innovations backed by distribution expansion and strong advertising thereby delivering consistent growth.

For your Company, sustainability means making every day better for people through how we innovate and how we act. 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 (RTI), Save the Children, Pratham, Army Wives Welfare Association (AWWA), Navy Wives Welfare Association (NWWA), Air Force Wives Welfare Association (AFWWA) amongst others. These partners serve as specialists, lending their expertise to particular aspects of the education system. RTI for example is dedicated towards constructing educational infrastructure and supporting schools across India. Save the Children focuses on girl child''s education by aiding government funded programs like the Kasturba Gandhi Balika Vidhyalayas. Pratham has special expertise in remedial learning to help bring children up to speed with the learning levels in their curriculum. Similarly, the NGOs AWWA and NWWA are experts in serving the educational needs of disabled 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, 65 crores towards building new schools, providing critical infrastructural amenities at existing schools or reviving non-operational government schools.

During the Financial Year, Save the Children in partnership with P&G Shiksha has continued to empower marginalized girls through improving learning effectiveness and has also expanded its impact. Thirteen Kasturba Gandhi Balika Vidyalayas (KGBVs) were supported through the provision of sports kits and laboratory equipment. Additionally, Baal Sansads and School Management Committees (SMCs) have also been strengthened through capacity building of its members. 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).

Your Company continued to impact the communities around its plants in a holistic manner throughout the Financial Year. At Goa, in association with Matruchhaya, a local public charitable trust, your Company is providing educational and infrastructural support to a school for the orphaned, destitute and abandoned children. In Goa, with the NGO RTI, the company built and supported 7 schools directly impacting more than 2,000 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 and Early Childhood Education 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 also identified ‘Early Childhood Education'' as a key opportunity area in the educational landscape of the country. The program builds capability of Anganwadi workers in order to develop motor and cognitive skills in children so that they are set for a fast paced growth once they start going to school. We launched the program in Bihar, Uttar Pradesh and Delhi through Pratham''s partnership with the Government (ICDS), to impact early childhood learning in Anganwadi centers to strengthen school readiness in children. At the end of the year, to assess their level of development, children were asked to do several tasks like matching shapes, ability to trace shapes to recognize number, ability to tell their name and family background. The results were overwhelming, 80% children in the intervention groups had competent motor skills (ability to draw, hold a pencil, colour within a shape etc.) versus 42% in the comparison groups. Similarly, cognitive competence of the children in intervention groups was more than two-fold than that of comparison groups.

We are encouraged by the results on our new areas of focus in 2016-17 and P&G Shiksha is all set to strengthen the Shiksha Upgrade by expanding these programs across more states as per their respective needs in 2017-18. 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. 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.

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

During the Financial Year, our plant in Goa became a certified ‘zero waste to landfill'' site. In the last 5 years, the plant has reduced carbon emission by more than 90%. During this period, the plant has also achieved a 39% improvement in both energy and water consumption.

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 and import substitution and successful absorption of technology.

iii. Imported technology:

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

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:

Rs, Lakhs

	For the	For the
	year ended	year ended
	June 30,	June 30,
	2017	2016
Foreign Exchange	499	893
earnings
Foreign Exchange outgo	16,268	18,416

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/pghh/corporate_ governance/policies.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 and 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 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. 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.

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

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	200.00	General business purpose

PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits under Chapter V of 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. t hat 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.

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.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed 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 Companies Act, 2013 and Rule 5(1) of 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, there was no change in the Board of Directors of your Company. Ms. Preeti Bishnoi ceased to be the Company Secretary and Compliance Officer of the Company effective January 19, 2017. Mr. Ishan Sonthalia was appointed as the Company Secretary and Compliance Officer of the Company effective May 5, 2017.

Mr. Karthik Natarajan, Director and Mr. Pramod Agarwal, Director retire by rotation and being eligible, offer themselves for re-appointment at the ensuing 53^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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of training and familiarization programme 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 remuneration for Key Managerial Personnel 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/pghh/ corporate_governance/policies.shtml.

Brief resumes of Directors proposed to be re-appointed at the ensuing 53^rd 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 re-appointment of the aforesaid Directors are being moved at the ensuing 53^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 50^th Annual General Meeting held on September 24, 2014 for a term of three consecutive years, which will be complete at the ensuing 53^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 53^rd Annual General Meeting until the conclusion of the 58^th Annual General Meeting. Resolution for the said appointment is being moved at the ensuing 53^rd Annual General Meeting.

COST AUDITORS

Ashwin Solanki & Associates, Cost Accountants carried out the cost audit for applicable business during the Financial Year 2016-17. The Board of Directors has appointed Ashwin Solanki & Associates, Cost Accountants for the Financial Year 2017-18.

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/ pghh/corporate_governance/policies.shtml/. The dividend distribution policy has 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

Mumbai R. A. Shah

August 23, 2017 Chairman

---

Jun 30, 2015

The Directors have the pleasure of presenting the 51st Annual Report and the Audited Accounts of the Company for the Financial Year ended June 30, 2015.

FINANCIAL RESULTS

(Figures in Rs. crores)

2014-15 2013-14

Sales including Excise 2358 2064

Net Sales (less excise duty) 2332 2047

Profit before tax 501 460

Profit after tax 346 302

Proposed Dividend plus tax thereon 118 104

Transfer to General Reserve 35 30

Balance carried forward 854 663

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 30.25 per Equity Share of Rs. 10 each for the Financial Year ended June 30, 2015.

BUSINESS PERFORMANCE

Your Company delivered another year of strong performance in the Financial Year 2014-15, with double digit growth on both top and bottom line in a competitive market environment. This was achieved behind superior value propositions and strength of product portfolio.

Sales for the Financial Year increased by 14% to Rs. 2,332 crores as against Rs. 2,047 crores during the previous Financial Year. Earnings after tax increased by 15% to Rs. 346 crores as against Rs. 302 crores during the previous Financial Year behind continued focus on productivity and cost efficiency.

Feminine Hygiene Business

Feminine Hygiene business recorded the 12th consecutive year of double-digit growth. This business has been a growth engine for your Company, with all the variants of Whisper sanitary napkins posting strong growth. Whisper continues to be the market leader despite stiff competition from other category players.

During the Financial Year under review, a number of strategic initiatives were designed to meet the consumers' needs across segments. The top-tier consumers were delighted by our Whisper Ultra Clean product, with the promise of superior benefits like dual protection (wetness and odour) and long-lasting protection. Continuing our strong focus on offering products serving the needs of our consumers, your Company also drove the Whisper Ultra Nights line-up providing protection that lasts all night. On Whisper Choice, your Company continues to drive increased usage of sanitary napkins particularly among non-users and increased availability. Your Company also drove the innovative "thin" product form within the existing mid-tier consumers and non-users in the form of Whisper Choice Ultra.

Your Company also continued its disproportionate focus on the 'Point of Market' Entry consumer. The Whisper school program reached nearly 4 million menstruating girls across private and government schools, educating them about sanitary hygiene and its importance. Not only did the program reach out to more potential consumers, but it also increased its depth by reaching out to smaller towns.

Health Care Business

The Company's Health Care sales posted double digit growth again this Financial Year behind the strength of its strong portfolio, which includes Vicks VapoRub, Vicks Cough Drops, Vicks Action 500 and Vicks Inhaler. The growth was driven by combination of product initiatives and increased investment behind proven equity advertising. Vicks VapoRub had a record year posting the highest ever market share. Vicks Action 500 business was the fastest growing in the Vicks franchise. Vicks will continue to innovate to ensure it stays the most trusted cough and cold care solution in India.

Overall, the Company continued to focus on driving consumer meaningful innovations backed by distribution expansion and strong advertising support thereby delivering consistent growth. Earnings have also benefited from focus on mix, pricing and productivity.

Cash generation continued to be strong, arising from significant improvements in the business performance, efficiencies cost savings across the organization and an efficient collection system. Your Company managed investments prudently by deployment of the surplus funds after ensuring that such investments satisfy the Company's criteria of safety and security.

Financial Year 2014-15 on Old Spice was a year of consolidating the gains made in Financial Year 2013-14. Old Spice continues to grow value sales behind investments on core business drivers, namely, product upgrades and new premium fragrance launches, advertising to build consumer awareness, scaling up distribution and presence in stores.

CORPORATE SOCIAL RESPONSIBILITY ('CSR')

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

At P&G, sustainability means, making every day better for people through how we innovate and how we act. As one of the world's largest consumer products company, we have both a responsibility and an opportunity to do the right thing and lead change. P&G'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, 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 signature corporate sustainability program P&G Shiksha has till date built and supported over 450 ( 120 since last year) schools across the country that will impact the lives of over 800,000 ( 200,000 since last year) children over a period of time, in partnership with a number of NGOs like - Round Table India, Save the Children, Pratham, Army Wives Welfare Association, Navy Wives Welfare Association, Air Force Wives Welfare Association amongst others. These partners serve as specialists, lending their expertise to particular aspects of the education system. The NGO Round Table India 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. Pratham has special expertise in remedial learning to help bring children up to speed with the learning levels in their curriculum. 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 also empowered consumers to contribute towards the education of underprivileged children by making 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. 40 crores towards building new schools, providing critical infrastructural amenities at existing schools or reviving non-operational government schools.

During the Financial Year, Save the Children in partnership with P&G Shiksha has continued to empower girls through improving learning effectiveness and has also expanded its impact. Thirteen Kasturba Gandhi Balika Vidyalayas (KGBV) and eighteen primary and middle schools were supported through the provision of sports kits and laboratory equipment. Initiatives to bring a positive change in overall teaching environment have led to teachers practicing 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).

In partnership with Save The Children, we work on education of girl children in KGBV schools in Rajasthan and Jharkhand

P&G continued to impact the communities around its plants in a holistic manner throughout the Financial Year. 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. The P&G Baddi plant continued its association with Himachal Pradesh Voluntary Health Association with Lodhimajra Village School in order to make infrastructure additions to school while organizing health check-ups for the students. In Mandideep, the Company also built on its association with Arushi, a local NGO, to provide infrastructure, nutrition and hygiene support to the Satlapur Government School. P&G Shiksha in the last year enabled the school with nutrition supplement by providing fruits along with mid-day meals, health and eye checkup for students, construction of toilets, construction of a boundary wall and refurbishment of the roof.

P&G partnered with Pratham Education Foundation, a leading NGO in India in the educational space to foray into remedial learning and early childhood education thereby increasing our focus on learning outcomes via improving learning effectiveness. P&G Shiksha is partnering with Pratham's Read India initiative that aims to bridge the existing gap between current and existing learning levels on scale. The methodology combines reading, speaking, practical application and writing, in a variety of ways, to enhance learning.

P&G has also identified a need for early childhood education to set children up for success when they begin primary school. For this, P&G is partnering with Pratham's interventions to ensure that children receive support to facilitate holistic social and cognitive development. Through Pratham's partnership with the Government (ICDS), P&G Shiksha will impact early childhood learning in Anganwadi centers and Pratham's Balwadi centers.

P&G continued its efforts to provide timely aid and relief to families affected by natural disasters. P&G sent out relief aid to over 5,000 families affected by the J&K floods comprising of P&G products. During the Nepal Earthquake, P&G also collaborated with the Indian Government and addressed the dire need for sanitary napkins by sending out 20,000 Whisper packs to Nepal through National Disaster Relief Authority (NDMA) to the affected families. 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.

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, we ensure that our 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.

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.

Your Company's head office at Mumbai reduced its annual energy consumption by over 39.2% over the last 11 years, saving over 2214 gigajoules of energy.

During the Financial Year, your Company's plant in Goa has reduced diesel generation utilization by 5% versus last year for plant operations, resulting in reduction of diesel consumption and reduced carbon footprint by 90% versus year ago.

Goa plant has introduced LED Lights to almost 50% of the operations floor, variable frequency drives to high power consumption blowers and all air handling units in utilities and pumps. Analysis of air leakages across operations and timely corrections, LED Lighting to 60% of street lightings, cool light energy savers to plant lighting help to stable voltage control and reduction of failures and energy consumptions.

We have undertaken capital investment of approx. Rs. 1.5 crores towards installation of LED lights and variable frequency drives at our plants which will help in energy conservation.

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 and import substitution and successful absorption of technology.

iii. Imported technology (Imported during the last three years reckoned from the beginning of the Financial Year):-

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.

In the Financial Year 2013-14, the Company had imported new converting machine & packing machine. The new converting machine introduction helped to get higher capacity & also a new topsheet introduction for better performance. The introduction of online packing machine has improved the packaging quality & has led to reduction in packing cost.

iv. Expenditure incurred on Research and Development:

Rs. Lakhs

2014-15 2013-14

a Capital - -

b Recurring 5.43 160.26

c Total 5.43 160.26

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of foreign exchange earned/ utilized during the Financial Year are given in Note No. 30 & 31 respectively forming part of the Financial Statements.

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/ enJN/invest/pghh/corporate_governance/ policies.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 and 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 Listing Agreement.

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.

PUBLIC DEPOSITS

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In line with P&G's Worldwide Business Conduct Manual, your Company treats all its employees and business partners with dignity and respect. Your Company is committed to provide a harassment-free environment, in which all have an opportunity to contribute at their highest potential. As a part of our commitment to providing a safe work environment, we never engage in or tolerate any form of harassment

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, 2015, 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, 2015, 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.

LOANS GIVEN DURING THE FINANCIAL YEAR 2014-15

Details of loans given by your Company under Section 186 of the Companies Act, 2013 during the Financial Year 2014-15 are as follows:

Name of Borrowing Company Relation Amount Particulars (Rs. In Crores) of Loan

Prior to October 1, 2014

Wella India Haircosmetics Private Ltd 120.49 Interest rate of 12%

Procter & Gamble Home Products Pvt Ltd 438.20 Interest rate of 12%

Post October 1, 2014 c Fellow

Gillette Diversified Operations Pvt Ltd Subsidiary 13.00 Interest rate of 9.33%

Procter & Gamble Home Products Pvt Ltd 200.00 Interest rate of 9.33%

Wella India Haircosmetics Private Ltd 200.00 Interest rate of 9.33%

Name of Borrowing Company Purpose for which the loans are proposed to be utilized

Prior to October 1, 2004

Wella India Haircosmetics Private Ltd General business purpose

Procter & Gamble Home Products Pvt Ltd General business purpose

Post October 1, 2014

Gillette Diversified Operations Pvt Ltd General business purpose

Procter & Gamble Home Products Pvt Ltd General business purpose

Wella India Haircosmetic Private Ltd General business purpose

MANAGEMENT & PERSONNEL

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 statement of Disclosure of Remuneration under Section 197 of 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 Act, 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

Mr. Karthik Natarajan has been appointed as an Additional Director of the Company with effect from October 1, 2014 and holds office upto the date of the ensuing 51st Annual General Meeting of the Company. Notice under Section 160 of the Companies Act, 2013 has been received from him proposing his candidature as Director of the Company, liable to retire by rotation.

During the Financial Year, Mr. Pramod Agarwal ceased to be a Director effective from March 31, 2015. Subsequently, he was appointed as an Additional Director of the Company with effect from May 8, 2015 and holds office upto the date of the ensuing 51st Annual General Meeting of the Company. Notice under Section 160 of the Companies Act, 2013 has been received from him proposing his candidature as Director of the Company, liable to retire by rotation.

Mr. Shantanu Khosla ceased to be the Managing Director and Director of the Company effective from June 30, 2015. The Board of Directors place on record its appreciation for his long service and contribution to the Company.

Mr. Al Rajwani was appointed as an Additional Director and Managing Director of the Company effective August 28, 2015, subject to the approval of the Members and the Central Government if applicable. Notice under Section 160 of the Companies Act, 2013 has been received from him proposing his candidature as Director of the Company.

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

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 clause 49 of the Listing Agreement.

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 forms part of Corporate Governance Report of this Annual Report.

The brief resumes of Directors proposed to be appointed/reappointed at the ensuing 51st 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 51st Annual General Meeting, which the Board recommends for your approval.

AUDITORS

M/s. Deloitte Haskins & Sells LLP were appointed as Statutory Auditors of your Company at the previous 50th Annual General Meeting held on September 24, 2014, for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Resolution for the said ratification is being moved at the ensuing 51st Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark given by the Auditors in their Report.

COST AUDITORS

M/s. Ashwin Solanki & Associates, Cost Accountants carried out the cost audit for applicable business during the Financial Year. The Board of Directors has appointed M/s. Ashwin Solanki & Associates, Cost Accountants as Cost Auditors for the Financial Year 2015-16.

SECRETARIAL AUDIT

Secretarial Audit was carried out by M/s. Dholakia & Associates LLP, Company Secretaries for the Financial Year 2014-15. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report is annexed to this 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 appended as an Annexure II to this Report.

POLICIES

During the Financial Year, your Company has adopted the policies on related party transactions, corporate social responsibility and vigil mechanism, which are available on the website of the Company at http://www.pg.com/enJN/invest/ pghh/corporate_governance/policies.shtml/.

The details of all the policies adopted by the Company are provided in the Corporate Governance Report annexed to this Report.

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

Mumbai R. A. Shah

August 28, 2015 Chairman

---

Jun 30, 2014

Dear Members,

The Directors have the pleasure of presenting the 50th Annual Report and the Audited Accounts of the Company for the Financial Year ended June 30, 2014.

FINANCIAL RESULTS

(Figures in Rs. crores)

2013/14 2012/13 Sales including Excise 2063 1697

Net Sales (less excise duty) 2047 1685

Profit before tax 460 286

Profit after tax 302 203

Proposed Dividend plus tax thereon 104 95

Transfer to General Reserve 30 20

Balance carried forward 663 495

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 27.5 for each Equity Share of Rs. 10 each for the Financial Year ended June 30, 2014.

BUSINESS PERFORMANCE

Your Company delivered another year of strong performance in the Financial Year 2013-14, despite challenging economic conditions - particularly volatility in the Rupee and inflationary market conditions. By balancing the needs of the consumer, the customer and the Members, we are delighted to report very strong financial results for your Company. Your Company achieved a strong double-digit sales growth during the Financial Year 2013-14. Sales for the Financial Year increased by 22 per cent to Rs. 2,047 crores as against Rs. 1,685 crores during the previous year. Earnings after tax increased by 49 per cent to Rs. 302 crores as against Rs. 203 crores during the previous year.

Feminine Hygiene Business

Feminine Hygiene business recorded the 11th consecutive year of strong double-digit growth. This business has been a growth engine for your Company, with all the variants of Whisper sanitary napkins posting strong growth. Whisper further fortified its market leadership position by achieving it''s highest-ever value share.

During the Financial Year under review, a number of strategic initiatives were designed to meet the consumers'' needs across segments. The top-tier consumers were delighted by our longer length Whisper Ultra product, with the promise of all day long protection. On Whisper Choice, your Company continued its focus on driving increased usage of sanitary napkins particularly among non-users and increased availability. Continuing our relentless focus on superior products for our consumers, your Company also drove the "thin" product form within the existing mid-tier consumers and non-users in the form of Whisper Choice Ultra.

Your Company also continued its disproportionate focus on the Point of Market Entry consumer. The Whisper School program reached nearly 4 million menstruating girls across private and government schools, educating them about sanitary hygiene and its importance. Not only did the program reach out to more potential consumers, but it also increased its depth by reaching out to small towns.

Health Care Business

The Company''s Health Care sales posted a double digit growth again this Financial Year behind the strength of its strong portfolio, which includes Vicks VapoRub, Vicks Cough Drops, Vicks Action 500 and Vicks Inhaler. The growth was driven by combination of product initiatives and increased investment behind proven equity advertising. Vicks VapoRub had a record year posting the highest ever market share. Vicks Inhaler business was the fastest growing in the Vicks franchise. Vicks will continue to innovate to ensure it stays the most trusted cough and cold care solution in India.

Overall, the Company continued to focus on driving consumer meaningful innovations backed by distribution expansion and strong advertising support thereby delivering consistent growth. Earnings have also benefited from focus on mix, pricing and productivity.

Cash generation continued to be strong arising from significant improvements in the business performance, efficiencies and cost savings across the organization and a continued efficient collection system. Your Company managed investments prudently by deployment of the surplus funds after ensuring that such investments satisfy the Company''s criteria of safety and security.

Following the successful integration of Old Spice into your Company, Financial Year 2013-14 was a strong year for the brand, with business results exceeding management expectations. This was behind our strong marketing efforts and investments in advertising and distribution expansion. The marketing campaign has been successful in restaging the brand and has been recognized with multiple external awards over the past year.

We continue with our efforts to grow this brand behind strong innovation, including significant packaging upgrades as well as the launch of new outstanding fragrances.

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''.

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 CSR strategy supported by three pillars - P&G Shiksha, The WhisperSchool 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 thesales 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).

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 and have further strengthened our resolve of touching and improving lives.

The 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 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.

The Baddi plant additionally organized a "Blood Donation Camp" at the site in collaborationwith the Rotary & Blood Bank Society Resource Centre, Chandigarh. This first time event was a huge success with 83 volunteers donating blood during the camp. The plant also organized a "Health Check-up Camp" at the Government High School Lodhimajra in order to create awareness and improve the personal health of the school students.

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 including: Whisper, Tide, Pantene and Oral-B toothbrushes 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 shareholders.

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 2159 gigajoules of energy. In the last one year, our plant in Goa has reduced Diesel Generation Utilization by 19% for Plant Operations, resulting is reduction of Diesel consumption and reduced Carbon footprint by 40%.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, 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, 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 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, 2014, 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.

MANAGEMENT & PERSONNEL

The 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. The Company focuses on attracting, motivating and retaining the best talent. Its people systems like recruiting, training, performance management and talent development are robust and competitive. As we have been growing we are putting in place new HR programs to ensure that the organization is geared up to deliver the future.

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(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 Secretarial Department at the Registered Office of the Company.

DIRECTORS

Ms. Sonali Dhawan and Mr. Shailyamanyu Singh have been appointed as Additional Directors of the Company with effect from May 7, 2014 and March 15, 2014 respectively and hold office upto the date of the ensuing 50th Annual General Meeting of the Company. Notices under Section 160 of the Companies Act, 2013 have been received from them proposing their respective candidatures as Directors 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 a tenure of five years at a time and shall not be liable to retire by rotation. Accordingly, Mr. R. A. Shah, Mr. B. S. Mehta 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 24, 2014, not being liable to retire by rotation. Resolutions in this regard forms part of the Notice of the ensuing 50th Annual General Meeting.

The brief resumes of Directors proposed to be appointed/reappointed at the ensuing 50th 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 50th Annual General Meeting, which the Board recommends for your approval.

AUDITORS

The Auditors, M/s. Deloitte Haskins & Sells LLP, Mumbai, Chartered Accountants (Firm Registration No. 117366W/W-100018) retire at the ensuing 50th Annual General Meeting. In terms of the Companies Act, 2013, they are eligible for appointment for three Financial Years and hence they offer themselves for re-appointment upto the conclusion of 53rd 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 ETC. INFORMATION

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.

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 Procter & Gamble Asia Pte Limited Singapore 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

Mumbai R. A. Shah August 12, 2014 Chairman

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Jun 30, 2013

The Directors have the pleasure of presenting the 49th Annual Report and the Audited Accounts of the Company for the Financial Year ended June 30, 2013.

FINANCIAL RESULTS

(Figures in Rs. crores)

2012/13 2011/12

Sales including Excise 1697 1301

Net Sales (less excise duty) 1685 1295

Profit before tax 286 223

Profit after tax 203 181

Proposed Dividend plus tax thereon 95 85

Transfer to General Reserve 20 18

Balance carried forward 495 407



DIVIDEND

The Directors are pleased to recommend a dividend ofRs. 25 for each Equity Share of Rs. 10 each for the Financial Year ended June 30, 2013.

BUSINESS PERFORMANCE

Your Company''s strong performance continued in the Financial Year 2012-13, despite difficult economic conditions, and inflationary market conditions. With a focus on balancing needs of the consumer, the customer and the members, we are delighted to report very strong financial results for your Company. Your Company achieved a strong double-digit sales growth during the Financial Year 2012-13. Sales for the year increased by 30 per cent at Rs. 1,697 crore as against Rs. 1,301 crore during the previous year. Earnings after tax increased at 12 per cent at Rs. 203 crore as against Rs. 181 crore during the previous year.

Feminine Hygiene Business

Feminine Hygiene business recorded the 10th consecutive year of strong double-digit growth. This business has been a growth engine for your Company, with all the variants of Whisper sanitary napkins posting strong growth. Whisper further fortified its market leadership position by achieving value share leadership in the overall mid tier segment for the first time since the launch of Whisper Choice; along with market leadership in the top tier segment that Whisper Ultra already has.

During the Financial Year under review, a number of strategic initiatives were designed to meet the consumers'' needs across segments. Whisper Ultra launch a new revolutionary product with "50% larger holes" for the top tier consumers. At the same time, Whisper launched new innovations in the benefit segments of "Soft" and "Overnight protection" to keep pace with the evolving needs of our top tier consumers. On Whisper Choice, your Company continued its focus on driving increased usage of sanitary napkins, particularly among non-users, and increased availability. As a result of these initiatives, Whisper reached an all-time high national share of 57.9 behind share growth across brand forms.

Your Company also continued its disproportionate focus on the Point of Market Entry consumer. The Whisper School program reached nearly 4 million menstruating girls across private and government schools. Not only did the program reach out to more potential consumers, but it also increased its depth by reaching out to lower class towns.

Health Care Business

The Company''s Health Care sales posted a double digit growth this year across Vicks VapoRub, Vicks Cough Drops, Vicks Action 500 and Vicks Inhaler. The growth was driven by combination of product initiatives and increased investment behind proven equity advertising. Vicks will continue to innovate to ensure it stays the most trusted cough and cold care solution in India.

Overall, the Company continued to focus on driving consumer meaningful innovations backed by distribution expansion and strong advertising support thereby recording a consistent growth across all areas of business. Earnings have also benefited from focus on mix, pricing and cost control.

Cash generation continued to be strong arising from significant improvements in the business performance, efficiencies and cost savings across the organization and a continued efficient collection system. Your Company managed investments prudently by deployment of the surplus funds after ensuring that such investments satisfy the Company''s criteria of safety and security.

Strong results have been possible due to several key initiatives which focused on consumers, retail customers with a stronger focus on innovation, greater effectiveness and efficiency across all costs, while strengthening organizational leadership.

Re-launch of Old Spice brand

Your Company re-launched ''OldSpice'' this Financial Year, after taking back the Personal Grooming brand from erstwhile Licensee and started marketing Old Spice under its own umbrella this year.

The sale of Old Spice products, viz., deodorants, after shave lotions and shaving creams which begun in March, 2013 were encouraging and exceeded management expectations. Growth in market share was due to the Company''s investment in advertising and distribution expansion.

CORPORATE SOCIAL RESPONSIBILITY

Building business by improving lives

P&G''s focus on purpose-inspired growth, drives us to not only serve our consumers with 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 CSR 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 aid the victims of natural disasters by reinstating crucial infrastructure.

P&G''s signature corporate social responsibility program P&G Shiksha has till date assisted over 420,000 children to access education by building/ supporting over 220 schools across India, 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 emphasizes on the 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.

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. Since its inception in 2005, P&G Shiksha has made a cumulative donation of approx. Rs. 30 crores towards building new schools, providing critical infrastructural amenities at existing schools or reviving non-operational government schools.

Going beyond the tangible, this year, P&G also lent assistance in conducting spoken english & music classes, while also organizing fun activities for the children such as mehendi competitions. These activities under the P&G Shiksha program have exemplified its motto and have further strengthened our resolve of touching and improving lives.

P&G has stepped forward to rehabilitate and aid the victims of natural disasters, most recently by reaching out to over 5000 families in Uttarakhand and Himachal Pradesh with relief materials like water-proof tents, food & blankets, as well as distributing P&G products.

P&G''s conscious commitment towards the pursuit of sustainable development programs has empowered us to make truly substantial impacts 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.

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. Your Company''s Head Office at Mumbai reduced its annual energy consumption by over 27% over the last 9 years, saving over 1700 gigajoules of energy. In Goa, the Whisper plant has recycled and reused over 4,000 tons of scrap.

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. 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, 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, 2013, 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, 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, 2013, on a "going concern" basis.

CORPORATE GOVERNANCE

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

MANAGEMENT & PERSONNEL

The 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 & 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 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(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 Registered Office of the Company.

DIRECTORS

Mr. A. K. Gupta was appointed as an Additional Director of the Company with effect from January 18, 2013 and holds office upto the date of the forthcoming 49th Annual General Meeting of the Company. 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.

Mr. B. S. Mehta, Director, retires by rotation and, being eligible, offers himself for re-appointment.

The brief resumes of Mr. A. K. Gupta and Mr. B. S. Mehta 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 forthcoming 49th 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, 2014. The Company has received necessary approval of the Central Government for the said re-appointment.

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.

TRADE RELATIONS

Your 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 Procter & Gamble Asia Pte Limited Singapore 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 association that has vastly benefited the Company.



On behalf of the Board of Directors



Mumbai R. A. Shah

August 14, 2013 Chairman

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Jun 30, 2012

The Directors have the pleasure of presenting the 48th Annual Report and the Audited Accounts of the Company for the Financial Year ended June 30, 2012.

FINANCIAL RESULTS

(Figures in Rs. crores)

2011/12 2010/11

Sales including Excise 1301 1037

Net Sales (less excise duty) 1295 1000

Profit before tax 223 177

Profit after tax 181 151

Proposed Dividend plus tax thereon 85 85

Transfer to General Reserve 18 15

Balance carried forward 407 329

BUSINESS ENVIRONMENT

The Indian macroeconomic environment has looked turbulent during the past year. After a promising start to the decade in 2010-11, with achievements like maintaining GDP growth rate around 8%, bringing down fiscal deficit to 4.8% of GDP as well as containing current account deficit to 2.6%, the fiscal year 2011-12 has been challenging for the Indian Economy. The year started on a note of optimism through impressive growth in exports and high levels of foreign exchange inflows, only to moderate as the year progressed through continued monetary tightening in response to the untamed inflationary pressures. Gradually, high levels of inflation gave way to a slow-down in the growth. Additionally, as fiscal conditions worsened over the year, export numbers were revised in light of data discrepancies leading to a widening of trade deficit. In light of a perceivably weak macroeconomic environment, a well-planned economic revival policy from the Government's part is required to get back the Indian Economy on the path to stable and prosperous growth. Fall of rupee against major currencies, new norms of standard-size packaging, increase in raw material costs due to upward spiraling interest rates and inflation, together might adversely impact the performance of the FMCG products. India needs sustained capital inflows to finance its growing current-account deficit. Although economic reforms appear to have slowed down, it appears that FIIs are continuing to invest in India. However, it is also an undeniable fact that the Government continues to face challenges in attracting foreign direct investment (FDI). As per World Bank's report titled 'Global Economic Prospects' the Indian economy will grow by 6.9%o in this Financial Year (2012-13) notwithstanding problems like policy uncertainties, fiscal deficit and inflation.

BUSINESS PERFORM ANCE

Your Company's strong performance continued in the Financial Year 2011-12, despite difficult economic conditions, new competitive entrants and inflationary market conditions. With a focus on balancing needs of the consumer, the customer and the members, we are delighted to report very strong financial results for your Company. Your Company achieved a healthy double-digit sales growth during the Financial Year 2011-12. Sales for the Financial Year increased by 25% at Rs. 1,301 crore as against Rs. 1,037 crore during the previous year. Earnings after tax increased by 20% at Rs. 181 crore as against Rs. 151 crore during the previous year.

Feminine Hygiene Business

Feminine Hygiene business has been a major growth driver for the Financial Year with business up strong double digits with the various variants of Whisper Sanitary Napkins showing consistent growth. Your Company continues to deliver amongst the sales and share growth for P&G across the globe, with Whisper increasing its market share and Whisper Ultra being the largest value share brand in the market behind strategic initiatives. This growth is driven both by increase in penetration among non- users and consumption among users.

During the Financial Year under review, a number of initiatives were designed to meet the consumers' needs across segments. All these initiatives led to the Whisper share crossing its all time national high of 54.1 with growth across all major Brands.

Healthcare Business

The Company's Healthcare sales posted a double digit growth this Financial Year across Vicks VapoRub, Vicks Cough Drops, Vicks Action 500 and Vicks Inhaler. This growth was driven by a combination of product initiatives and increased investment behind proven equity advertising. Vicks VapoRub had a record year posting the highest ever market share. The Vicks Cough Drops business was the fastest growing in the Vicks franchise. Vicks will continue to innovate to ensure it stays the most trusted cough and cold care solution in India. The Healthcare business further strengthened Vicks equity as one of the most trusted Brand in India driven by the launch of Vicks VapoCool, a premium throat drop with the dual-benefit of soothing the throat and giving relief from blocked nose.

Overall, the Company continued to focus on driving consumer meaningful innovations backed by distribution expansion and strong advertising support thereby recording a consistent growth across all areas of business. Earnings have also benefited from focus on mix, pricing and cost control.

Cash generation continued to be strong arising from significant improvements in the business performance, efficiencies and cost savings across the organization and a continued efficient collection system. Your Company managed investments prudently by deployment of the surplus funds after ensuring that such investments satisfied the Company's criteria of safety and security.

Strong results have been possible due to several key initiatives which focused on consumers, retail customers with a stronger focus on innovation, greater effectiveness and efficiency across all costs, while strengthening organizational leadership.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 22.50 for each Equity Share of Rs.10/- each for the Financial Year ended June 30, 2012.

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.

This 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. During 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. This initiative allows experts from other cities to conduct online lectures and sessions on various topics directly with the students. Shiksha has also partnered with project Ekta, Government of Rajasthan and NGO IBTADA, to adopt a girls' school 'Mewat Balika Vidyalaya' with the mutual goal of helping girls in rural Rajasthan access quality education.

P&G's National Parivartan Program, is a decade-old program that reaches 2.5 million girls across India every year to provide them with timely menstrual education and product samples. The program will now be conducted on a yearly basis to empower girl students with better health and hygiene, so that they do not skip school.

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 & March 2012 and enabling P&G to contribute a part of the sales towards the cause. During the Financial Year ended June 30, 2012, alone, 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, Army Wives Welfare Association (AWWA), Round Table India (RTI), Navy Wives Welfare Association (NWWA), Air Force Wives Welfare Association (AFWWA) 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, 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 and help us touch and improve the lives of our consumers.

Our Whisper School Program is now two decades old and it has protected millions of adolescent girls in India from getting trapped in traditional practices of using unhygienic cloth for sanitary protection. Through a sustained outreach program in private and government schools across the Country, P&G has been educating over 5 million adolescent girls in good Feminine Hygiene.

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, the 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%o less emission than the local norms.

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, 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 its compliance is annexed to this Report.

MANAGEMENT & PERSONNEL

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 & 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. We ended the year being recognized 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 ('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 Secretarial Department at the Registered Office of the Company.

DIRECTORS

Mr. R. A. Shah, Director, retires by rotation and, being eligible, offers himself for re-appointment. The Directors recommend his re-appointment.

Mr. Shantanu Khosla has been re-appointed as the Managing Director of the Company by the Board of Directors for a period of five years w.e.f. June 1, 2012, subject to the approval of the Members of the Company.

Ms. Deborah Ann Henretta resigned from the Directorship of the Company with effect from August 1, 2012.

As a consequence to the cessation of Ms. Deborah Henretta from the Directorship of the Company, Mr. Pramod Agarwal ceased to be an Alternate Director with effect from August 1, 2012.

Mr. Pramod Agarwal was appointed as an Additional Director of the Company with effect from August 13, 2012 and holds office upto the date of the ensuing 48th Annual General Meeting of the Company. 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.

Mr. Amit Vyas was appointed as an Additional Director of the Company with effect from December 22, 2011 and holds office upto the date of the ensuing 48th Annual General Meeting of the Company. 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.

The brief resumes of the Directors 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 48th 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 cost accounts/record of ''Formulations'' manufactured by the Company, for the year ending June 30, 2013. The Company has received the necessary approval of the Central Government for the re-appointment of the Cost Auditor.

CONSERVATION OF ENERGY ETC. INFORMATION

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.

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 Procter & Gamble Asia Pte Limited Singapore 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

Mumbai R. A. Shah

August 23, 2012 Chairman

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Jun 30, 2010

The Directors have the pleasure of presenting the 46th Annual Report and Audited Accounts of the Company for the year ended June 30, 2010.

FINANCIAL RESULTS

(Figures in Rs. crores)

2009/10 2008/09

Sales including Excise 914 773

Net Sales (less excise duty) 903 773

Profit before tax 234 232

Profit after tax 180 179

Proposed Dividend plus tax thereon 85 85

Transfer to General Reserve 18 18

Balance carried forward 278 201

BUSINESS ENVIRONMENT

The global economy is gradually emerging from the throes of the meltdown of 2008 and the fundamentals appear to be reasonably good. However, challenges do remain. As per published studies consumer sentiment is highest in India. India ranks second in the Nielsen Global Consumer Confidence survey released on January 7, 2010-an indication that recovery from the economic slowdown is faster in India with consumers willing to spend more. This recovery has helped your Company register yet another successful year.

BUSINESS PERFORMANCE

Your Company delivered strong business results in the year under review. The sales at Rs.914 crores are higher by 18% versus the sales of Rs.773 crores in the previous financial year. The Feminine Hygiene business continues to grow in higher double digits with all the variants of Whisper sanitary napkins showing a healthy growth. While Whisper Choice the variant in the popular segment is helping your Company grow volume shares, the growth of Whisper Ultra in the premium segment has helped add to value shares. Similarly, the Healthcare business has also shown sales growth of 11% behind increased sales of Vicks VapoRub and Vicks Inhaler. Overall, the Company continued to focus on driving persuasive and consumer-meaningful innovations backed by distribution expansion and remarkable advertising support thereby recording a valuable growth across all areas of business.

While the sales have grown by 18%, the Profit Before Tax (PBT) at Rs.234 crores is up only by 1% vs. last years PBT of ^232 crores. This is primarily due to increased market investments and expenses in the last quarter of the year under review, such as increase in the advertising and promotion expenses in general, the launch of Whisper Choice Ultra in particular, the start-up expenses on new manufacturing lines and the unexpected levy of excise duty by the 2010 Union Budget.

During the year under review, the Company earned Profit after Tax (PAT) of Rs.180 crores which is also marginally up as compared to last years PAT of Rs. 179 crores.

Healthcare Business

Healthcare business at Rs.381 crores (vs. last years Rs.344 crores) posted a growth of 11% this year across Vicks VapoRub, Vicks Cough Drops, Vicks Action 500 and Vicks Inhaler thereby consolidating the market leadership in its respective categories. This growth was driven by a combination of product initiatives and increased investment behind proven equity building advertising.

Vicks VapoRub had a record year posting the highest ever market share. The growth in the brand was driven primarily through continued focus and augmented media spends on the successful blanket of warmth advertising and on our ongoing strategy of upsizing consumers to drive consumption - viz. the timely promotions on jars which help in encouraging consumers to purchase larger packs.

The Vicks Cough Drops business had an excellent year, with the brand growing at 15%. The growth was driven by launch of a Jumbo drop, to cater to the top unmet demand of the category. This was accompanied by new attractive packaging and a higher media reach behind remarkable advertising support. The growth was further supported by an initiative to drive awareness of flavors via relevant touch points such as radio and wall-painting, which led to a further increase in consumption.

Our modest shipments on Vicks Action-500 during the year were driven by the overall slow down in the cold tablets category. During the second half of the financial year, your Company invested in superior advertising support for the product and saw the business respond immediately. We will however continue promoting the benefits of the product and expanding its distribution to ensure robust growth of Vicks Action-500 in the year ahead.

Vicks will continue to innovate to ensure it stays the most trusted cough and cold care amongst consumers in India.

Feminine Hygiene Business

Feminine Hygiene business recorded yet another year of high growth with sales at Rs.532 crores (vs. last years Rs.428 crores) translating to a growth of 24%. Your Company has delivered the highest sales and share growth for P&G across the globe, with Whisper increasing its market share and Whisper Ultra being the largest value share brand in the market. This growth is driven, both by increase in distribution amongst non-users and consumption amongst users.

During the year under review, a number of initiatives were designed to win with the consumers needs across segment.

The top-tier consumers were delighted by the "magical absorbency" promised by Whisper Ultra, and the launch of Whisper Choice Ultra in Februrary 2010 with its "ultra" offerings fascinating the mid-tier consumers. Whisper Choice Ultra priced at Rs.30 for 6 pads addresses the barrier that the mid-tier consumer faces and provides her a chance to experience "gel" technology protection - a unique superiority of the product now at a far more affordable cost than before.

Your Company continued its disproportionate focus on the Point of Market Entry consumer. The Whisper school program reached a total of 2.4 million menstruating girls across private and government schools, which is a 15% increase versus the previous year. At the same time, by constantly innovating to meet the consumers needs, Whisper ensured that the top-tier brand Whisper Ultra was sampled in the more urban schools, and the more economical mid-tier Whisper Choice in the upcountry schools. Not only did the program reach out to more potential consumers, but it also increased its depth by reaching out to lower tier towns. With the launch of Whisper Choice Ultra, the school program will be leveraged to sample this winning proposition to all government school girls.

In addition to the robust and time-tested School Girls Program, your Company continued to expand its direct-to-home selling program across the country. The top-tier program reached 0.75 million consumers in their homes, which is a 147% increase as against the previous year. The Whisper Choice program, first initiated in Tamil Nadu, made it a most preferred brand of the consumers with the highest volume share in the state. This program was expanded to 6 other states, reaching 1.9 million consumers and creating trial among 1.4 million of these consumers.

DIVIDEND

The Directors are pleased to recommend a dividend of ^22.50 for each equity share of Rs.10/- each for the financial year ended June 30, 2010.

CORPORATE SOCIAL RESPONSIBILITY

Shiksha:

P&Gs philosophy of purpose-inspired growth is about continuing to touch and improve the lives of more people, more completely. Our purpose not only inspires us to make products people love, but also fuels our readiness to touch and improve lives in the times of need - which we do through our Corporate Social Responsibility (CSR) programs such as Shiksha.

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. 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 offer quality education to children in need. Over the last 6 years, P&G has already been helping bring to life over 100 schools via either building them (near our plants), supporting them through Non-Government 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,

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, 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 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, 2010, 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.

MANAGEMENT & PERSONNEL

The 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. The Directors are confident that employees are up to the challenge and thank them for their continued trust and support.

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(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders 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 Department at the Registered Office of the Company.

DIRECTORS

Mr. R. A. Shah, Director, retires by rotation and being eligible, offers himself for re-appointment.

The Directors recommend his re-appointment. Mr. Shah needs no introduction to the shareholders. Mr. Shah has been one of the founder Directors of your Company.

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 received the approval of the Central Government for re-appointment of M/s. Ashwin Solanki & Associates, Cost Accountants, to conduct the cost audit of drug formulations for the year ended June 30, 2011.

CONSERVATION OF ENERGY ETC. INFORMATION

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.

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 Companys business.

ACKNOWLEDGEMENT

We are grateful to The Procter & Gamble Company, USA and Procter & Gamble Asia Pte Limited, Singapore 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.

For and on behalf of the Board

Mumbai R. A. Shah

August 18, 2010 Chairman