We have audited the accompanying Ind-AS financialstatements of GILLETTE INDIA LIMITED (“theCompany”), which comprise the Balance Sheetas at March 31, 2026, the Statement of Profit andLoss (including Other Comprehensive Income), theStatement of Changes in Equity, the Statement ofCash Flows, for the year then ended and the Notesto the Ind-AS financial statements, including asummary of material accounting policies and otherexplanatory information (hereinafter referred to as‘Ind-AS financial statements’). In our opinion andto the best of our information and according tothe explanations given to us, the aforesaid Ind-ASfinancial statements give the information required bythe Companies
Act, 2013, (“the Act”) in the manner so required andgive a true and fair view in conformity with the IndianAccounting Standards prescribed under Section 133of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended, (Ind-AS) andwith other accounting principles generally acceptedin India, of the state of affairs of the Company asat March 31, 2026, the profit, total comprehensiveincome, changes in equity and its cash flows for theyear ended on that date.
Basis for Opinion
We conducted our audit of the Ind-AS financialstatements in accordance with the Standards onAuditing (SAs) specified under Section 143(10) of theAct. Our responsibilities under those Standards arefurther described in the Auditor’s Responsibilitiesfor the Audit of the Ind-AS Financial Statementssection of our report. We are independent of theCompany in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants ofIndia (‘ICAI’) together with the ethical requirementsthat are relevant to our audit of the Ind-AS financialstatements under the provisions of the Act and theRules thereunder, and we have fulfilled our otherethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in ourprofessional judgment, were of most significancein our audit of the Ind-AS financial statements ofthe current period. These matters were addressedin the context of our audit of the Ind-AS financialstatements as a whole, and in forming our opinionthereon, and we do not provide a separate opinionon these matters.
We have determined the matters described below to bethe key audit matters to be communicated in our report.
Sr.
No.
Key Audit Matter
Auditor’s Response
1.
Revenue Recognition - Discounts andPromotions (note no. 2.3(a) and 20 to theInd-AS financial statements)
Revenue is measured net of discounts,rebates, incentives and promotions(‘discounts and promotions’).
The estimation of discounts and promotionsrelated to sales made during the yearis material and it involves Managementexercising significant judgement owingto the varying terms of agreements withcustomers. In addition, the value and timingof promotions for products varies fromperiod to period, and the activity can spanover a financial reporting period end.
Our audit procedures included:
(a) Assessing the appropriateness of the revenuerecognition accounting policies, including thoserelating to discounts and promotions, by comparingthe same with applicable accounting standards.
(b) Reviewing the Company’s general IT controls includingreview of the independent service auditor’s reportand other relevant information.
(c) Testing the design, implementation and operatingeffectiveness of key controls including those atthe third-party service organization by reviewingthe independent service auditor’s report and otherrelevant information with respect to discounts andpromotions.
Performing substantive procedures by selectingsamples of discounts and promotions recordedduring year, including year end accruals by verifyingunderlying supporting documentation.
Accumulated experience is used to estimate
(d)
Performing substantive procedures by selecting
the provision for discounts and promotions
samples of discounts and promotions recorded during
considering the terms of the underlying
the nine month period, including period end accruals
schemes and arrangements with customers.
by verifying underlying supporting documentation.
Considering the materiality of amounts
(e)
Performing an analysis of past accrual and actual
involved and significant judgements relatedto estimation of discounts and promotions,the same has been considered as a keyaudit matter.
(f)
expenses incurred there against.
Considering the adequacy of the Company’sdisclosures as per the requirements of IND AS 115.
2.
Provisions and Contingent Liabilities
Our
audit procedures included:
relating to taxation matters. (note no 3.2, 27
(a)
Understanding the process followed by the Company
and 36 to the Ind - AS financial statements)
in estimating the quantum of provisions for taxation
The Company is subject to a range of tax
matters and disclosure of contingent liabilities where
risks and periodic assessments by local
it is considered that there could be a possibility that
tax authorities on various tax matters.
the obligation may arise.
Applicable tax laws and regulations are
(b)
Discussing the status and potential exposures
subject to differing interpretations and
in respect of significant tax litigations with the
the resolution of a final tax position can
Management including their views on the likely
take several years to complete. Where the
outcome of each assessment / litigation and
amount of tax payable is uncertain, theCompany estimates provisions based on
(c)
magnitude of potential exposure.
Management’s judgement of the likelihoodof settlement being required.
Evaluating the impact of change in tax regulations,which could materially impact the amounts recordedin the Ind-AS financial statements.
Given the complexity of judgements involvedin estimating the relevant provisions
Involving our tax specialists to evaluate and challenge
required, including assessments previouslymade by authorities, this was considered as
the appropriateness of Management's assessmentand judgements to estimate the provisions held in
a key audit matter.
respect of the open tax assessments. We also re¬assessed the provisions made in the Ind-AS financialstatements based on the outcome of prior andongoing tax assessments.
Information Other than the Ind-AS FinancialStatements and Auditor’s Report Thereon
The Company’s Board of Directors is responsiblefor the other information. The other informationcomprises the information included in the annualreport but does not include the Ind-AS financialstatements and our auditor’s report thereon. Theannual report is expected to be made available to usafter the date of this auditor’s report.
Our opinion on the Ind-AS financial statementsdoes not cover the other information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the Ind-AS financialstatements, our responsibility is to read the otherinformation identified above and, in doing so,consider whether the other information is materiallyinconsistent with the Ind-AS financial statementsor our knowledge obtained in the audit or otherwiseappears to be materially misstated.
When we read the annual report, if we conclude thatthere is a material misstatement therein, we arerequired to communicate the matter to those chargedwith governance and describe actions applicableunder the applicable laws and regulations.
Responsibilities of Management and Those Chargedwith Governance for the Ind-AS Financial Statements
The Company’s Board of Directors is responsiblefor the matters stated in Section 134(5) of the Actwith respect to the preparation of these Ind-ASfinancial statements that give a true and fair viewof the financial position, financial performance,changes in equity and cash flows of the Companyin accordance with the accounting principlesgenerally accepted in India, including the AccountingStandards specified under Section 133 of the Act.This responsibility also includes maintenance ofadequate accounting records in accordance with theprovisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraudsand other irregularities; selection and application ofappropriate accounting policies; making judgmentsand estimates that are reasonable and prudent;and design, implementation and maintenance ofadequate internal financial controls, that wereoperating effectively for ensuring the accuracy andcompleteness of the accounting records, relevantto the preparation and presentation of the Ind-ASfinancial statements that give a true and fair viewand are free from material misstatement, whetherdue to fraud or error.
In preparing the Ind-AS financial statements, theBoard of Directors is responsible for assessing theCompany’s ability to continue as a going concern,disclosing, as applicable, matters related to goingconcern and using the going concern basis ofaccounting unless the Board of Directors eitherintends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to doso.
The Board of Directors is also responsible foroverseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Ind-ASFinancial Statements
Our objectives are to obtain reasonable assuranceabout whether the Ind-AS financial statements as awhole are free from material misstatement, whetherdue to fraud or error, and to issue an auditor’s reportthat includes our opinion. Reasonable assuranceis a high level of assurance, but is not a guaranteethat an audit conducted in accordance with SAswill always detect a material misstatement when itexists. Misstatements can arise from fraud or errorand are considered material if, individually or in theaggregate, they could reasonably be expected toinfluence the economic decisions of users taken onthe basis of these Ind-AS financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material
misstatement of the Ind-AS financial
statements, whether due to fraud or error,design and perform audit procedures responsiveto those risks, and obtain audit evidence that issufficient and appropriate to provide a basis forour opinion. The risk of not detecting a materialmisstatement resulting from fraud is higherthan for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions,misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal controlrelevant to the audit in order to designaudit procedures that are appropriate in thecircumstances. Under Section 143(3)(i) theAct, we are also responsible for expressing ouropinion on whether the Company has adequateinternal financial controls system in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by Management.
• Conclude on the appropriateness ofManagement’s use of the going concern basisof accounting and, based on the audit evidenceobtained, whether a material uncertainty existsrelated to events or conditions that may castsignificant doubt on the Company’s ability tocontinue as a going concern. If we conclude thata material uncertainty exists, we are requiredto draw attention in our auditor’s report tothe related disclosures in the Ind-AS financialstatements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date ofour auditor’s report. However, future events orconditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structureand content of the Ind-AS financial statements,including the disclosures, and whether the Ind-AS financial statements represent the underlyingtransactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internalcontrol that we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and tocommunicate with them all relationships and othermatters that may reasonably be thought to bear onour independence, and where applicable, relatedsafeguards.
From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the Ind-AS financial statements of the current period andare therefore the key audit matters. We describethese matters in our auditor’s report unless law orregulation precludes public disclosure about thematter or when, in extremely rare circumstances, wedetermine that a matter should not be communicatedin our report because the adverse consequences ofdoing so would reasonably be expected to outweighthe public interest benefits of such communication.
Other Matter
The figures for the current year are for a period oftwelve months ended March 31, 2026, while thoseof the previous financial year are for a period of ninemonths from July 1, 2024, to March 31, 2025, andconsequently, the same are not comparable.
Our opinion on the Ind-AS financial statements is notmodified in respect of the above matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report)Order, 2020, (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11)of Section 143 the Act, we give in the “AnnexureA” a statement on the matters specified inparagraphs 3 and 4 of the said Order, to theextent applicable.
2. As required by Section 143(3) of the Act, wereport that:
a) We have sought and obtained all theinformation and explanations which tothe best of our knowledge and belief werenecessary for the purpose of our audit.
b) In our opinion, proper books of accountas required by law have been kept bythe Company so far as appears from ourexamination of those books, except for thematter stated in paragraph 2(h)(vi) below onreporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014.
c) The Balance Sheet, the Statement of Profitand Loss (including Other ComprehensiveIncome), the Statement of Changes in Equityand the Cash Flow Statement dealt with bythis Report are in agreement with the booksof account.
d) In our opinion, the aforesaid Ind-AS financialstatements comply with the AccountingStandards specified under Section 133 ofthe Act, read with relevant rules issuedthereunder.
e) On the basis of the written representationsreceived from the Directors of the Companyas on March 31, 2026, and taken on record bythe Board of Directors, none of the Directorsof the Company are disqualified as on March31, 2026, from being appointed as a Directorin terms of Section 164(2) of the Act.
f) The observation relating to the maintenanceof accounts and other matters connectedtherewith are as stated in paragraph 2(b)above on reporting under Section 143(3)(b)and paragraph 2(h)(vi) below on reportingunder Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014.
g) With respect to the adequacy of the internalfinancial controls with reference to the Ind-AS financial statements of the Company andthe operating effectiveness of such controls,refer to our separate Report in “Annexure B”.
h) With respect to the other matters to beincluded in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit andAuditors) Rules, 2014 (“the Rules”), in ouropinion and to the best of our informationand according to the explanations given tous:
i) The Company has disclosed theimpact of pending litigations on itsfinancial position in its Ind-AS financialstatements - Refer Note 36 to the Ind-AS financial statements.
ii) The Company did not have any long¬term contracts including derivativecontracts for which there were anymaterial foreseeable losses.
iii) There has been no delay in transferringamounts, required to be transferred, tothe Investor Education and ProtectionFund by the Company.
iv) The Management has represented that:
a) to the best of its knowledge andbelief, as disclosed in Note 42(a)(v)to the Ind-AS financial statements,no funds have been advanced orloaned or invested (either fromborrowed funds or share premium orany other sources or kind of funds)by the Company to or in any otherperson(s) or entity(ies), includingforeign entity(ies) (“Intermediaries”),with the understanding, whetherrecorded in writing or otherwise,that the Intermediary shall, whether,directly or indirectly lend or invest inother persons or entities identifiedin any manner whatsoever by or onbehalf of the Company (“Ultimate
Beneficiaries”) or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries;
b) to the best of its knowledge andbelief, as disclosed in Note 42(a)(vi)to the Ind-AS financial statements,no funds have been received bythe Company from any person(s)or entity(ies), including foreignentities (“Funding Parties”), with theunderstanding, whether recordedin writing or otherwise, that theCompany shall, whether, directly orindirectly, lend or invest in otherpersons or entities identified in anymanner whatsoever by or on behalfof the Funding Party (“UltimateBeneficiaries”) or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries;
Based on such audit proceduresperformed by us which are consideredreasonable and appropriate in thecircumstances, nothing has come to ournotice that has caused us to believe thatthe representations under sub-clause(i) and (ii) of Rule 11(e) of the Rules, asprovided under (a) and (b) above, containany material misstatement.
v) As per information and explanationfurnished by Management and basedon the records of the Company, thedividend proposed in the previous year,as well as the interim dividend declaredand paid by the Company during the yearis in accordance with Section 123 of theAct.
The Board of Directors of the Companyhave proposed a final dividend for theyear ended March 31, 2026, which issubject to the approval of the membersat the ensuing Annual General Meeting.The proposed dividend is in accordancewith Section 123 of the Act.
vi) As detailed in Note No. 44: Notes toFinancial Statements, the Companyuses applications hosted on P&GGroup's global servers and certain third-party Software-as-a-Service (SaaS)applications which have a feature of
recording audit trail (edit Log) facilityat the application level as well as atdatabase level.
The audit trail at application level aswell as at database level for softwareprograms used by the Company haveoperated throughout the year for allrelevant transactions recorded in thesoftware programs, except as statedbelow:
• The audit trail in respect of directaccess to the database whichis available with third-partysoftware service providers hasbeen validated through review ofService Organization Controls (SOC)Reports. However, the SOC Reportsdo not cover the full period underaudit and consequently, we areunable to comment on whether theaudit trail feature for direct accessto the database was enabled andoperated for the period not coveredby the SOC Reports, nor are we ableto comment on whether the audittrail has been preserved as per thestatutory requirement. The SOCReports for the current year coverthe periods of the previous yearwhich were not covered earlier andconfirm the existence of an audittrail in respect of direct access tothe database.
• In respect of the applications hostedon P&G Group’s global servers, theaudit trail has been preserved bythe Company as per the statutoryrequirements for record retention,except for audit trail for directaccess to the database for certainInventory Management applications,which have been retained witheffect from June 1, 2023, and April7, 2024, respectively, and in respectof the Pricing and Procure to Payapplications the same has beenretained with effect from June 1,2025.
We have also not observed instances of theaudit trail feature having been tampered withduring the period for which these recordswere available.
3. According to information and explanations givento us and based on our examination of therecords of the Company, the Company has paid /provided managerial remuneration in accordancewith the requisite approvals mandated by theprovisions of Section 197 of the Act.
For KALYANIWALLA & MISTRY LLPCHARTERED ACCOUNTANTS
Firm Reg. No.: 104607W / W100166
Roshni R MarfatiaPARTNER
M. No.: 106548UDIN: 26106548DLSXCY1277Mumbai: May 27, 2026