Procter & Gamble Hygiene and Health Care Ltd Directors Report

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 aMarch 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 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

FINANCIAL RESULTSyj

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

(Figures in Crores)

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

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 Companys 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 Companys 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.

whisper

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 todays 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 consumers 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 Companys 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 Companys 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 Companys messaging emphasizes Vicks VapoRubs 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 products 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 doubledigit 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 todays consumers, and hence, the Companys 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.

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, Indias 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 Indias 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

FINANCIAL RATIOS AND INDICATORS

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

* The numbers are not comparable as current year is a nine month period vs. twelve month period in the previous year.

Note: The Company did not have any borrowings during the Financial Year, hence debt equity ratio and interest coverable ratio are not applicable.

ECONOMIC OUTLOOK, RISKS & OPPORTUNITES

The International Monetary Fund (IMF) projects Indian economy to grow by 6.2% in 2025 and 6.3% in 2026. This estimate stands tall against the global growth projection which is projected at 3.3% in both 2025 and 2026, thus projecting that India will maintain its position as a fast-growing major economy globally. The growth for India is expected to be supported by private consumption, particularly in rural areas.

Further, IMF predicts the global inflation rate to decrease to 4.3% in 2025 and decline further to 3.6% in 2026.

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 Companys 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

t Your Company has implemented comprehensive

t security programs supported by latest technology and trained manpower to protect employees and i assets, at its office and plant. During the Financial t Year under review, no major security breaches

or incidents occurred at the Companys 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 t assets.

INTERNAL AUDITOR

t During the Financial Year, the Board of Directors had _; appointed Ms. Pooja Bhutra, Chartered Accountant as t the Internal Auditor of the Company for the Financial _i Year 2024-25.

* REGULATORY AND COMPLIANCE

The Company operates within the letter and spirit j of all applicable laws. General compliance with legal requirements is an important component of the

j Companys Worldwide Business Conduct Manual

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

To uphold our Purpose, Values, and Principals in our work and in the business decision 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 the compliance requirements, periodic monitoring of compliance to avoid any deviations, and regular updates to keep pace with the regulatory changes.

A number of training programs are conducted periodically for employees with respect to various compliance related topics such as global anticorruption standards, prevention of sexual harassment at workplace, whistle-blower mechanism, conflict of interest, data privacy, data integrity, anti-trust compliance etc.

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 Companys 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

CSAs 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 CSAs, 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-today 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 Companys 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 Companys products.

The Companys 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 groups 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 Companys flagship Corporate Social Responsibility program - P&G Shiksha is a holistic program that focuses on improving learning outcomes for children from underserved communities across the country. P&G Shiksha has streamlined its efforts to enable every child to learn with conceptual understanding and realize their aspirations. P&G Shiksha uniquely remains single-mindedly focused on education, creating a deep and lasting impact.

The Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report annexed to this Annual Report.

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

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

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

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

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

FOREIGN EXCHANGE EARNINGS & OUTGO

The details of foreign exchange earnings and outgo as required under Section 134 of the Companies

Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below:

( incrores)

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

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions which is also available on Companys 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 arms 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 arms length basis.

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

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

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

LOANS AND GUARANTEES GIVEN AND INVESTMENTS

The Company has not given any Loans and guarantees or made any investments during the Financial Year.

PUBLIC DEPOSITS

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

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

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaL) Act, 2013 (“the Prevention of Sexual Harassment Act”), the Company has formulated a PoLicy on Prevention of SexuaL Harassment at Workplace for prevention, prohibition and redressaL of sexual requisite harassment at workplace and has duly constituted Internal Complaints Committees for redressaL of any such complaints received. The Company is committed to providing a safe work environment During the Financial Year, no complaint with allegation of sexual harassment was filed with the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. In the preparation of the Annual Accounts for the Financial Year ended March 31, 2025, the applicable accounting standards had been foLLowed aLong with proper expLanation reLating to materiaL departures

ii. Appropriate accounting poLicies were seLected and applied consistently. The judgments and estimates made were reasonabLe and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the FinanciaL Year under review

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

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

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

vi. Proper systems were devised to ensure compLiance with the provisions of aLL appLicabLe Laws which were adequate and operating effectiveLy

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors Certificate on its compLiance is annexed to this Annual report.

ANNUAL RETURN

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

HUMAN RESOURCES

The company continues to focus on creating an appeaLing empLoyer brand, attracting taLent that aLigns with the Companys 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 Companys 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, reappointed Ashwin Solanki & Associates, as the Cost Auditors of the Company for the financial year 202526. 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 Companys 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

Procter & Gamble Hygiene and Health Care Limited