Procter & Gamble Hygiene and Health Care Ltd Auditor Reports

TO THE MEMBERS OF

PROCTER & GAMBLE HYGIENE AND HEALTH CARE LIMITED

Report on the Audit of the Ind-AS Financial Statements

Opinion

We have audited the accompanying Ind-AS financial statements of PROCTER & GAMBLE HYGIENE AND HEALTH CARE LIMITED ("the Company"), which comprise the Balance Sheet as at June 30, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash Flows for the year then ended and the Notes to the Ind-AS financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as ‘Ind-AS financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind-AS financial statements give the information required by the Companies Act, 2013, ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (India Accounting Standards) Rules, 2015, as amended, (Ind-AS) and with other accounting principles generally accepted in India, of the state of affairs of the Company as at June 30, 2024, the profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind – AS financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Ind-AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI) together with the ethical requirements that are relevant to our audit of the Ind-AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind-AS financial statements of the current period. These matters were addressed in the context of our audit of the Ind-AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter	Auditors Response
1. Revenue Recognition – Discounts and Promotions (note no. 2.3(a) and 20 to the Ind-AS financial statements)	Our audit procedures included:
Revenue is measured net of discounts, rebates, incentives and promotions (‘discounts and promotions).	(a) Assessing the appropriateness of the revenue recognition accounting policies, including those relating to discounts and promotions, by comparing the same with applicable accounting standards.
The estimation of discounts and promotions related to sales made during the year is material and it involves Management exercising significant judgement owing to the varying terms of agreements with customers. In addition, the value and timing of promotions for products varies from period to period, and the activity can span over a financial reporting period end.	(b) Reviewing the Companys general IT controls including review of the independent service auditors report and other relevant information.
Past experience is used to estimate the provision for discounts and promotions considering the terms of the underlying schemes and arrangements with customers.	(c) Testing the design, implementation and operating effectiveness of key controls including those at the third-party service organization by reviewing the independent service auditors report and other relevant information with respect to discounts and promotions.
Considering the materiality of amounts involved and significant judgements related to estimation of discounts and promotions, the same has been considered as a key audit matter.	d) Performing substantive procedures by selecting samples of discounts and promotions recorded during the year, including year end accruals by verifying underlying supporting documentation.
	(e) Performing an analysis of past accrual and actual expenses incurred there against.
	(f) Considering the adequacy of the Companys disclosures as per the requirements of IND AS 115.
2. Provisions and Contingent Liabilities relating to taxation matters. (note no 3.2, 27 and 36 to the Ind- AS financial statements)	Our audit procedures included:
The Company is subject to a range of tax risks and periodic assessments by local tax authorities on various tax matters. Applicable tax laws and regulations are subject to differing interpretations and the resolution of a final tax position can take several years to complete. Where the amount of tax payable is uncertain, the Company estimates provisions based on Managements judgement of the likelihood of settlement being required.	(a) Understanding the process followed by the Company in estimating the quantum of provisions for taxation matters and disclosure of contingent liabilities where it is considered that there could be a possibility that the obligation may arise.
Given the complexity of judgements involved in estimating the relevant provisions required, including assessments previously made by authorities, this was considered as a key audit matter.	(b) Discussing the status and potential exposures in respect of significant tax litigations with the Management including their views on the likely outcome of each assessment / litigation and magnitude of potential exposure.
	Evaluating the impact of change in tax regulations, which could materially impact the amounts recorded in the Ind-AS financial statements.
	(c) Involving our tax specialists to evaluate and challenge the appropriateness of Managements assessment and judgements to estimate the provisions held in respect of the open tax assessments. We also re-assessed the provisions made in the Ind-AS financial statements based on the outcome of prior and ongoing tax assessments.
	(d) We have also assessed the adequacy of the Companys disclosures in the Ind-AS financial statements in respect of provisions and contingent liabilities relating to taxation matters.

Information Other than the Ind-AS Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the Ind-AS financial statements and our auditors report thereon. The annual report is expected to be made available to us after the date of this auditors report.

Our opinion on the Ind-AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind-AS financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Ind-AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Ind-AS Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Ind-AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind-AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind-AS financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Ind-AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind-AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind-AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism 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 responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to the Ind- AS financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

• Conclude on the appropriateness of Managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Ind-AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Ind-AS financial statements, including the disclosures, and whether the Ind-AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Ind-AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of the users of the Ind-AS financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Ind-AS financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Ind-AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020, ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books except for the matters stated in paragraph 2 (h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014. As stated in Note 44 of the Notes to the Ind AS Financial Statements, the Company had maintained periodic backups of relevant information extracted from its ERP on servers physically located in India upto December 17, 2023. The Company has commenced maintaining daily backups from December 18, 2023.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind-AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of the written representations received from the Directors of the Company as on June 30, 2024, and taken on record by the Board of Directors, none of the Directors of the Company are disqualified as on June 30, 2024, from being appointed as a Director in terms of Section 164(2) of the Act.

f) The observation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2 (b) above on reporting under Section 143(3)(b) and paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal financial controls with reference to Ind-AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 ("the Rules"), in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its Ind-AS financial statements - Refer Note 36 to the Ind-AS financial statements.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There have been two instances of delays in transferring the amounts to the Investor Education and Protection Fund (IEPF) by the Company as detailed in the Note 17 to the Ind-AS financial statements towards Unpaid / Unclaimed dividend due to technical error at the MCA site.

iv) The Management has represented that:

a) to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

Based on such audit procedures performed by us which are considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided above, contain any material misstatement.

v) As per information and explanation furnished by Management and based on the records of the Company, the dividend proposed in the previous year, as well as the interim dividend declared and paid by the Company during the year is in accordance with Section 123 of the Act.

The Board of Directors of the Company have proposed a final dividend for the year ended June 30, 2024, which is subject to the approval of the members at the ensuing Annual General Meeting. The proposed dividend is in accordance with Section 123 of the Act.

vi) As detailed in Note No. 45: Notes to Ind-AS Financial Statements, the Company uses certain third-party Software-as-a-Service (SaaS) applications as well as certain applications hosted on P&G Groups global servers which have a feature of recording audit trail (edit log) facility at the application level. The audit trail data for direct access to the database available with the third-party software service providers has been validated through review of Service Organisation Controls (SOC) Reports. However, these SOC Reports do not cover the full period under audit. For the period not covered by the SOC Reports, Management has obtained and relied on Bridge Letters from the SaaS vendors. In case of the ‘Employee Lifecycle and Compensation, ‘Leave, Workforce and Overtime and the ‘Vendor Master Management applications, the Bridge Letters are for the period October 1, 2023 to June 30, 2024; in case of the ‘Purchasing and Customer Pricing Terms Management and the ‘Product Price Approval and Management applications, the Bridge Letter is for the period April 1, 2024 to June 30, 2024; and in case of the ‘International Freight and Logistics Management application, the Bridge Letter is for the period May 1, 2024 to June 30, 2024. Accordingly, we are unable to comment whether the audit trail feature for direct access to the database of the aforementioned SaaS applications was enabled and operated throughout the year for all relevant transactions recorded in the software for the period for which Bridge Letters were obtained.

The audit trail records for direct access to the database for one of the Inventory Management applications hosted on the Groups global servers was available only from May 15, 2023, onwards, while for the other Inventory Management application, the audit trail records were available only from March 31, 2024, onwards. Accordingly, we are unable to comment whether the audit trail feature of the said applications was enabled and operated throughout the year for all relevant transactions recorded in the software.

Except as stated above, the audit trail at application level as well as at database level for other software programs have operated throughout the year for all relevant transactions recorded in the software programs. We have also not observed instances of the audit trail feature having been tampered with during the period for which these records were available.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year ended June 30, 2024.

3. According to information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Reg. No.: 104607W / W100166

Roshni Marfatia

PARTNER

M. No.: 106548

UDIN: 24106548BKCSWF6652

Mumbai: August 28, 2024

Annexure A to the Independent Auditors Report

The Annexure referred to in paragraph 1 ‘Report on Other Legal and Regulatory Requirements in our Independent Auditors Report to the members of the Company on the Ind-AS financial statements for the year ended June 30, 2024:

Statement on Matters specified in paragraphs 3 and 4 of the Companies (Auditors Report) Order, 2020:

i) Property, Plant and Equipment

a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company does not have any Intangible assets accordingly clause (i) (a)(B) of paragraph 3 of the Order is not applicable to the Company.

b) As explained to us, the Company has a program for physical verification of Property, Plant and Equipment and lease assets (including non-current assets held for sale) at periodic intervals by which all Property, Plant and Equipment are verified in a phased manner over a period of three years. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its Property, Plant and Equipment. The discrepancies reported on such verification are not material and have been properly dealt with in the books of account.

c) According to the information and explanations given to us, the title deeds, comprising all the immovable properties of land and buildings, and lease assets are held in the name of the Company. In respect of immovable properties of land that have been taken on lease and disclosed as non-current assets held for sale in the Ind-AS financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

d) The Company has not revalued any of its Property, Plant and Equipment (Right of Used Assets) during the year.

e) According to the information and explanations given to us, representation obtained from Management and on the basis of our examination of the records of the Company, no proceedings have been initiated during the year or are pending against the Company as at June 30, 2024, for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) (as amended in 2016) and rules made thereunder.

ii) Inventory

a) The inventory has been physically verified by the Management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on verification between the physical stocks and the book records were less than 10% in the aggregate for each class of inventories and have been properly dealt with in the books of account.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned any working capital limits in excess of five crore rupees in aggregate from banks and financial institutions on the basis of security of current assets at any point of time of the year. Accordingly, paragraph 3(ii)(b) of the Order is not applicable to the Company.

iii) The Company has not made investments in, provided any guarantee or security or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. The Company has granted unsecured loans to fellow subsidiary company and given loans to employees and key managerial personnel.

(a) The details of loan granted to a fellow subsidiary is as follows:

Rs. in lakhs

Loan granted to	Aggregate amount of loan given	Balance O/s as on Balance sheet date
other than subsidiaries, joint ventures and associates	35,000*	-

*During the year the company has given a loan of Rs. 35,000 lakhs to fellow subsidiary for the period of 91 days from September 1, 2023 to December 1, 2023 which was then rolled forward for a further period of 61 days from December 1, 2023 to February 1, 2024.

The Company has not stood guarantee, or provided security to any other entity.

(b) The Company has granted loans to a fellow subsidiary, its employees and key managerial personnel, the terms and conditions of the grant of loans to the fellow subsidiary, its employees and key managerial personnel are not prejudicial to the interests of the Company. During the year, the Company has not made investments, provided guarantees, given security and advances in the nature of loans and guarantees provided to companies, firms, limited liability partnerships.

(c) In respect of loans to a fellow subsidiary, its employees and key managerial personnel, the repayment schedule of principal has been stipulated and the receipt / repayments are regular.

(d) In respect of loans granted to a fellow subsidiary, its employees and key managerial personnel, there are no amounts overdue for more than ninety days.

(e) In respect of loans granted to a fellow subsidiary, its employees and key managerial personnel, there were no amounts which have fallen due during the year, that have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same employees.

(f) According to information and explanations given to us and based on the audit procedures performed, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under paragraph (iii)(f) of the Order is not applicable.

iv) According to the information and explanations given to us, the Company has not advanced any loans or given guarantee or provided any security to parties covered under Section 185 of the Act. The Company has complied with the provision of Section 186 of the Act, in respect of loans granted during the year.

v) According to the information and explanations given to us, the Company has not accepted deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 of the Act and the rules framed thereunder apply. Accordingly, clause (v) of paragraph 3 of the order is not applicable to the Company.

vi) The maintenance of cost records has been prescribed by the Central Government under Section 148(1) of the Act in respect of specified products of the Company. For such products we have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as amended and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii) According to the information and explanations given to us and records of the Company examined by us, in our opinion:

a) the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Duty of Customs, Goods and Services Tax, Cess, Professional Tax and other statutory dues, as applicable, with the appropriate authorities.

There were no undisputed amount payables in respect of Provident Fund, Employees State Insurance, Income Tax, Duty of Customs, Goods and Services Tax, Cess, Professional Tax and other material statutory dues in arrears as at 30 June 2024 for a period of more than six months from the date they became payable.

b) there are no dues of Sales Tax, Value Added Tax, Service Tax, Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs, Duty of Excise or Cess or other statutory dues which have not been deposited with the appropriate authorities on account of any dispute, other than the following:

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates*	Amount Involved (Rs. in lakhs)**
Sales Tax and Laws as per statutes applicable in various states	Sales Tax and VAT	Appellate Authority - up to Commissioners / Revisional authorities level	1997-98, 2001-01, 2005-06, 2009-10, 2011-12, 2012-13 and 2014-15	961
		Appellate Authority - Tribunal	2009-10, 2010-11, 2011-12	782
		High Court	2002-03	102
Finance Act, 1994	Service tax	Appellate Authority - Tribunal	June 2007 to June 2012	269
		Appellate Authority - up to Commissioners	April 2016 to June 2017	2,857
Goods and Services Act, 2017	Goods and Services Tax	Asst. Commissioner	2017- 18 to 2021-22	15,005
		Deputy Commissioner	2017- 18 to 2020-21	13,661
		Appellate Authority	2020-21	253
		Director General of GST Intelligence	2017- 18 to 2021-22	2,132
		Joint Commissioner	2017- 18 to 2021-22	5,526
Income Tax Act, 1961	Income Tax	Income Tax Appellate Tribunal	2008–09, 2009-10, 2011-12 to 2017-18	20,203
		Commissioner of Income Tax (Appeals)	2014-15, 2020-21	803
		National Faceless Assessment Centre (NFAC)	2015-16 and 2016-17	220

* period denotes the financial year April to March.

** includes penalty and interest on taxes, wherever applicable and is net of amounts paid.

viii) According to the information and explanations given to us and on the basis of the records examined by us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix) Borrowings

a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not taken any loans or other borrowings from any lender during the year. Accordingly, clause (ix)(a) of paragraph 3 of the order is not applicable to the Company.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or Government or any Government authority.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not taken any term loans during the year and there are no unutilised term loans at the beginning of the year. Accordingly, clause (ix)(c) of paragraph 3 of the order is not applicable to the Company.

d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the Ind-AS financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company during the year.

e) According to the information and explanations given to us, representation obtained from Management, and on an overall examination of the Ind-AS financial statements of the Company, the Company does not have any subsidiaries, associates or joint ventures and accordingly reporting on clause (ix)(e) and (f) of paragraph 3 the order are not applicable.

x) Allotment of Shares

a) According to the information and explanations given to us, representation obtained from Management, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions of clause (x)(a) of paragraph 3 of the Order is not applicable to the Company.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of clause (x)(b) of paragraph 3 of the Order is not applicable to the Company.

xi) Fraud

a) According to the information and explanations given to us, on the basis of the records examined by us and representation from Management, no fraud by the Company or material fraud on the Company has been noticed or reported during the year.

b) No report under sub-section (12) of Section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures.

xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of clause (xii) of the paragraph 3 of the order is not applicable to the Company.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, the transactions with related parties are in compliance with sections 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the Ind-AS Financial Statements as required by the applicable accounting standards.

xiv) Internal Audit System

a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

b) We have considered the internal audit reports of the Company for the period under audit.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, during the year the Company has not entered into any non-cash transactions with Directors or persons connected with its directors and hence provisions of Section 192 of the Act are not applicable to the Company.

xvi) a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause (xvi) (a), (b) and (c) of paragraph 3 of the order is not applicable.

b) According to information and explanation provided by management, the Group does not have any Core Investment Company (CIC) as part of the group and accordingly reporting under clause (xvi)(d) of paragraph 3 the order is not applicable.

xvii) According to the information and explanations given to us and based on our examination of the Ind-AS financial statements of the Company, the Company has not incurred cash losses during the current financial year and the immediately preceding financial year.

xviii) There has been no resignation of the statutory auditor of the Company during the year.

xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the Ind-AS financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and representation received from Management. Our report does not give any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx) There are no unspent amounts towards Corporate Social Responsibility (CSR) as at June 30, 2024. Accordingly, provisions of clause 3(xx)(a) and 3(xx)(b) of paragraph 3 of the order are not applicable for the year.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Reg. No.: 104607W / W100166

Roshni Marfatia

PARTNER

M. No.: 106548

UDIN: 24106548BKCSWF6652

Mumbai: August 28, 2024

Annexure B to the Independent Auditors Report

(Referred to in Para 2 (f) Report on Other Legal and Regulatory Requirements in our Independent Auditors Report to the members of the Company on the Ind-AS financial statements for the year ended June 30, 2024)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls with reference to Ind-AS financial statements of PROCTER &GAMBLE HYGIENE AND HEALTH CARE LIMITED ("the Company") as of June 30, 2024, in conjunction with our audit of the Ind-AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to Ind-AS financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (issued by the Institute of Chartered Accountants of India (ICAI) (the "Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (the "Act" or the "Companies Act").

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Ind-AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Ind-AS financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to Ind-AS financial statements and their operating effectiveness. Our audit of internal financial controls with reference to Ind-AS financial statements included obtaining an understanding of internal financial controls with reference to Ind-AS financial statements, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Ind-AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to Ind-AS financial statements.

Meaning of Internal Financial Controls with reference to Ind-AS Financial Statements

A Companys internal financial control with reference to Ind-AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind-AS financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to Ind-AS financial statements includes those policies and procedures that:

1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind-AS financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Ind-AS financial statements.

Inherent Limitations of Internal Financial Controls with reference to Ind-AS Financial Statements

Because of the inherent limitations of internal financial controls with reference to Ind-AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Ind-AS financial statements to future periods are subject to the risk that the internal financial control with reference to Ind-AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our knowledge and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to Ind-AS financial statements and such internal financial controls with reference to Ind-AS financial statements were operating effectively as at June 30, 2024, based on the internal control with reference to Ind-AS financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Reg. No.: 104607W / W100166

Roshni Marfatia

PARTNER

M. No.: 106548

UDIN: 24106548BKCSWF6652

Mumbai: August 28, 2024