About Procter & Gamble Hygiene and Health Care Ltd

Procter & Gamble Hygiene and Health Care Limited (P&GHHCL) is engaged in manufacturing and selling of branded packaged fast moving consumer goods in the femcare and healthcare businesses. The Company's products are sold through retail operations including mass merchandisers, grocery stores, membership club stores, drug stores, department stores and high frequency stores. The Company has its manufacturing locations at Goa and Baddi in Himachal Pradesh, apart from third party manufacturing locations spread across India.. The company was incorporated on 20th July 1964 at Mumbai. The Company's saga dates way back to the establishment of Richardson Hindustan Limited (RHL), which obtained an Industrial License to undertake manufacture of Menthol and de mentholised peppermint oil and VICKS range of products such as Vicks VapoRub, Vicks Cough Drops and Vicks Inhaler. The premier product of the company, Vicks Action 500 was launched in the year 1979 and in 1984; an Ayurvedic Research Laboratory was gone to live. In October of the year 1985, RHL became an affiliate of The Procter & Gamble Company, USA. In 1989, Procter & Gamble India (after change in name from RHL) launched Whisper, the breakthrough technology sanitary napkin at first time. In 1991, the company had launched Ariel detergent and also in the same year the Mandideep (Bhopal) Factory started its operations. During the year 1993, P&G had divested the Detergents business to Procter & Gamble Home Products. Goa Honda Factory of the company was started its operations in the year 1996 for manufacture the Vicks Vaporub. After two years, in 1998, Goa Kundiam Factory started its operations for manufacture the Whisper pads. During the year 1999, the company changed its name from Procter & Gamble India Limited to Procter & Gamble Hygiene and Health Care Limited and also in the identical year, Mediker Shampoo business was divested to Marico Industries. In 2000, the company had introduced Whisper Ultra, Vicks Plus Medicated Lozenges and re launched Vicks Action 500+. To make Indian consumers affordable, the company had reduced its prices on Whisper in the year 2001. P&G had launched New Improved Vicks VapoRub in the year 2002, India's number one Cold Rub that provides multi-symptom relief from the six symptoms of a child's cold and also in the same year launched Vicks Action500+ Night tablets. Vicks Formula 44 Cough Syrup, which was introduced by the company in the year of 2003 to provide safe, effective and long lasting relief for up to eight hours from tough persistent coughs due to colds. P&G had commenced test marketing of economically priced and competitively superior performing, Whisper Choice pads in the southern states of Karnataka, Tamil Nadu, Andhra Pradesh and Kerala during the year 2004. After a year, in 2005, the company had launched Whisper Choice National in Indian market and also acquired Gillette globally. Building the brand equity of Whisper and what's more, has won the Bronze Lion Award at the Cannes International Advertising Festival 2006. During 2007-08, the company entered into a Public Private Partnership with the National Rural Health Mission, Rajasthan, to provide women in Rajasthan with a better option of sanitary protection and by consequence, a healthier, more productive life. On 16 March 2016, Procter & Gamble Hygiene and Health Care announced that the Delhi High Court has granted interim injunction suspending Government notification prohibiting the manufacture for sale, sale and distribution for Fixed Dose Combination drugs (Paracetamol + Phenylephrine + Caffeine) till the next hearing. Accordingly, the company will resume manufacture and sale of Vicks Action 500 Extra. On 1 April 2017, promoter shareholder of Procter & Gamble Hygiene and Health Care, viz., Rosemount LLC transferred 10.88 lakh shares (3.35% of shareholding) held in the company to another promoter group company, Procter & Gamble Overseas India B.V., the Netherlands. The Board of Directors of Procter & Gamble Hygiene and Health Care at its meeting held on 5 May 2017 declared special interim dividend of Rs 362 per share from accumulated surplus from profits of earlier years and the current year. The dividend demonstrates the company's intent to reward shareholders for strong results in a competitive market environment. During the Financial Year 2017-18, Company launched Vicks BabyRub, specially developed for babies and gentle on their skin.

Procter & Gamble Hygiene and Health Care Ltd Chairman Speech

Dear Shareholders,

I would like to take this opportunity to share with you the overall performance of the Company in 2022-2023.

Despite a challenging macro-economic environment marked by significant operating and cost headwinds, the Company delivered a resilient finish to the fiscal year. During the year, the Company delivered revenue from operations of Rs3918 crore, flat versus year ago, with a one-time non-operating income and the pandemic- linked demand surge in the healthcare portfolio in the base period. Operationally sales were up 3% for the fiscal. Further, the Company reported Profit After Tax (PAT) of Rs 678 crores, up 18% versus year ago including one-time tax impacts. Excluding these one-time impacts, Profit After Tax (PAT) is up 10% operationally.

This encouraging growth was driven by premiumization and productivity interventions, as the Company continued to make sequential progress in profit growth, despite macro-economic challenges, and a muted growth in the healthcare category in the first three quarters of the year owing to the pandemic linked demand surge in the base period.

The Company continued to raise the bar on superiority, innovation, and industry-leading practices. The driving force has been the focused execution of its integrated growth strategy - a focus on daily use categories where performance drives brand choice, superiority (of product, package, communication, go-to-market execution, and value), productivity, constructive disruption, and an agile and accountable organization structure and culture - which enabled a sustainable, balanced growth and value creation.

The feminine care and healthcare brands, Whisper, and Vicks respectively, continue to grow behind a strong product portfolio, superior consumer communication and a continuous stream of product innovations like Whisper Hygiene Comfort, Whisper Choice Nights, Vicks ZzzQuil, Vicks Roll-On Inhaler and Vicks Xtra Strong.

Whisper continued its journey of raising awareness regarding menstruation, with the fourth edition of its long running #KeepGirlsInSchool (KGIS) movement, with the aim of educating mothers on the biology of periods to help them educate their daughters.

Whisper also continues to scale up the ‘Whisper Menstrual Health & Hygiene Program', educating over 2 crore girls on puberty and hygiene over last two years. To date, Whisper has educated over 10 crore girls and mothers. This year, Whisper India also partnered with UNESCO India to introduce teaching-learning modules, addressing the challenges related to menstrual health and hygiene management, including in relation to disability, gender, teachers and educators, young adults, and nutrition.

The Company's flagship CSR 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.

As we enter the new fiscal year, the Company is well positioned to sustain and improve its performance with a resilient and empowered workforce, leverage opportunities with agility, address challenges and overcome the risks. While short to medium term challenges exist owing to a weak global economic outlook, the long-term outlook for the FMCG sector remains positive. We will continue to focus on our integrated growth strategy which has consistently enabled us to deliver sustained and balanced growth.

MANAGEMENT DISCUSSION & ANALYSIS

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)

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

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

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

INTEGRATED STRATEGIC CHOICES

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 in- use, 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.

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 off take growth behind the strength of our portfolio, which includes Vicks VapoRub, Vicks Throat Drops, Vicks Action 500 Advanced, Vicks Inhaler and Vicks Baby Rub.

With world-class communication, most of our sub- brands continued to grow market share. Superior go- to-market strategy enabled enhanced presence in stores with more visibility touch points 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.

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

SECURITY

The Company has implemented comprehensive security programs supported by latest technology and trained manpower to protect employees and assets, at 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 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.

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:

Rs in Crores

RELATED PARTY TRANSACTIONS

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

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

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

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 investorpghh.im@pg.com.

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 2022- 23. 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.