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:

*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.

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:

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)

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:

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 investorpghh.im@pg.com.

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