Procter & Gamble Health Ltd Directors Report

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The Board of Directors have the pleasure of presenting the 56^th Annual Report and the Audited Financial Statements of the Company for the Financial Year ended June 30, 2023.

FINANCIAL HIGHLIGHTS

(Rs in Crores)

Particulars	2022-23	2021-22
Revenue from Operations	1,229.62	1,114.41
Sale of Products	1,205.86	1,092.04
Other Income	18.39	13.19
Profit before Interest, Depreciation and Tax	342.34	281.60
Profit before tax	314.20	253.37
Profit after tax	229.47	192.52
Appropriations:
Opening Reserve	237.07	327.70
Re-measurement gain/loss on defined benefit plan (net of tax)	(1.84)	0.70
Dividend paid in the year	(93.79)	(283.85)
Balance carried to the Balance Sheet	370.91	237.07
Earnings per share
- Basic (Rs)	138	116
- Diluted (Rs)	138	116

FINANCIAL YEAR

The Companys 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 February 5, 2023, declared an interim dividend of Rs 45 per equity share, which was paid on March 2, 2023.

The Board of Directors of the Company, at its meeting held on August 23, 2023, have recommended a final dividend of Rs 50 per equity share, for the Financial Year ended June 30, 2023. This final dividend is subject to approval of the Members at the ensuing 56^th Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended June 30, 2023, (including the interim dividend) amounts to Rs 95 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 Fiscal 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 consumer healthcare 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 RATIOS

Particulars	2022-23	2021-22	change (%)
Debtors (trade receivables) turnover	12.35	15.56	(21%)
Inventory turnover	9.83	9.54	3%
Return on investmentA	0.05	0.03	67%
Net capital turnover	2.50	2.96	(16%)
Trade payables turnover*	1.86	1.30	43%
Return on Capital Employed	0.42	0.41	2%
Interest coverage ratio**	N.A.	N.A.	-
Current ratio	2.62	2.62	0%
Debt equity ratio**	N.A.	N.A.	-
Operating profit margin	26%	23%	13%
Net profit margin	19%	17%	8%
Return on Networth	42%	41%	2%

a Due to increase in interest rates * Due to optimised credit terms with vendors

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

FINANCIAL & BUSINESS PERFORMANCE

The Company recorded sales of Rs 1,205.86 crores for the Financial Year ending June 30, 2023, up by 10% vs year ago, supported by strong established brands trusted by healthcare professionals. Profit after tax (PAT) for the Financial Year ended June 30, 2023 is Rs 229.47 crores, up by 19% vs. year ago. The Company continued its efforts towards brand and category development and thus delivered a strong performance in the fiscal, marked by consistent growth across all its brands.

During the Financial Year, in order to achieve efficiencies in its operations, the Company transitioned from its previous go-to-market model, which was serviced via carrying and forward agents, to a new distributor led go-to-market model by appointing distributors. This transition was completed in April 2023.

The Company bolstered its go-to-market strategy and strengthened its partnerships across omnichannel stores, increasing the availability and access of its brands across online and offline platforms, thereby helping meet the needs of our consumers and customers.

The Company is well known in India for its rich heritage in healthcare with brands that are household names. Despite challenging circumstances during the fiscal year where industry has seen low footfall of patients, the Company?s brand franchises delivered strong results continuing to further our commitment to bringing quality and affordable vitamins, minerals and supplements to patients, consumers and customers across the country.

Neurobion delivered double digit growth fuelled by focused initiatives to build awareness on neuropathy, nerve care and the benefits of Neurobion across customer and consumer touchpoints. True to its brand promise, the Company?s flagship brand Neurobion Forte has been helping consumers fight body discomforts due to lack of Vitamin B. Recently launched variants like Neurobion Alfa & Alfa D for patients with Diabetic Neuropathy have seen prolific growth fuelled by robust activations driving the scientific superiority among Health Care Professionals (HCPs). Being a Nerve health promoter and a partner to International Diabetes Federation, on World Diabetes Day 2022, the Company launched a large-scale collective awareness effort on Peripheral Neuropathy which was recognized among India?s top diabetes campaigns by Obesity International. During the year, the Company also raised awareness and education among its consumers through initiatives like the Neuropathy Awareness Week, wherein leading global health experts converged to address the growing public health concern of Peripheral Neuropathy. This also reinforced Companys efforts towards building an ecosystem for scientific collaboration and knowledge-sharing among HCPs.

Livogen delivered a strong year of growth, driven mainly by industry leading campaign "Na Na Anemia" aimed to drive awareness and diagnosis about Iron Deficiency-Anemia. On World Iron Deficiency Day, the Company in partnership with FOGSI (The Federation of Obstetric and Gynecological Societies of India) initiated the Na Na Anemia Bus Yatra, a 40-day Bus Yatra across 20 cities and 5 states of India to create awareness on Iron Deficiency.

Polybion continued to strengthen its foothold with a year of remarkable growth. During the year, we launched Polybion A injection, a new and improved formulation, helped to deliver superior benefits to the Consumers. The Company also commemorated World Health Day by launching the Pragati Utsav, an initiative to raise awareness and empower the HCPs of rural hinterlands, on Vitamin B deficiency.

Evion continued to create awareness on the benefits of Vitamin E among HCPs and consumers. Innovative campaigns helped deliver another year of strong growth.

Nasal decongestant brand Nasivion delivered another year of double digit growth behind brand building activations like cricket partnerships & in-serial integrations.

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.

RISK MANAGEMENT

The Company has set up a Risk Management Committee and has also adopted a risk management policy. The Companys 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 timesely 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 Companys Worldwide Business Conduct Manual and the same expects the following action from every employee:

• 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; and

• 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?s business is subject to stringent compliances under various laws, such as the local pricing regulations set by the Government, Foods and Drugs Administration legislation, food safety regulations and standards, DCGI approvals and the Company?s internal code of conduct with respect to compliances, including those applicable to interactions with HCPs. Amendments to statutes and the compliance with applicable laws as well as policies may prove to be challenging and time consuming as it requires constant monitoring. To support such monitoring requirement, 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 Pharma Compliance Guidelines, Global Anti-Corruption Standards, Prevention of Sexual Harassment at Workplace, Whistle-blower Mechanism, Conflict of Interest, Data Privacy, Data Integrity, Anti-Trust Compliance, etc.

INFORMATION TECHNOLOGY (IT)

The Company uses varied IT systems and processes in its day-to-day businesses operations. There are software related precautions like handling of data integrity, access rights, virus firewalls, data protection, social media risk, etc. The Company has robust framework and policies on information security which cover risks related to cyber security. Adherence to the Company?s information security guidelines and processes is continuously monitored and are subject to Controls Self-Assessments and global audits at regular intervals.

INTERNAL CONTROLS AND THEIR ADEQUACY

The Company continues to prioritize sustainable control processes that are an integral part of the 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 personally identifiable information (PII) against financial losses and unauthorized use. The robust controls environment at the Company is efficiently managed through:

• Controls Self-Assessments (CSAs):

CSAs are performed 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/audit led by a team of independent fulltime Internal Controls experts, wherein 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 assessment 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 comprises of the Managing Director, Chief Financial Officer, Chief Human Resource Officer, Supply Chain Leader, General Counsel and Sales leader. 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 AND SUSTAINABILITY REPORT

A separate report on Business Responsibility and Sustainability has been appended as Annexure I to this Report.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible Healthcare Company, the Company continued to channelize its Corporate Social Responsibilities (CSR) efforts towards building a Healthier India under its CSR umbrella program - ‘SEHAT? (meaning Health). With SEHAT, the Company aspires to make a sustainable impact to Public Health in India.

The Company has constituted a CSR 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.

A brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year are set out in Annexure II to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy which is published on its website- https://www.pghealthindia.com/investors/.

ENVIRONMENTAL SUSTAINABILITY AND

CONSERVATION OF ENERGY

Environment, Health and Safety encompasses the laws, rules, guidance and processes designed to help protect employees, the public and the environment from harm, further supported by group standards, current best approaches and audits at regular intervals.

The Company?s plant at Goa is zero-manufacturing- waste-to-landfill site. The Company has a systematic approach for complying with environmental regulations, such as managing wastewater, air emissions and hazardous wastes. This also includes other non-hazardous waste management at site. The plant strives to reduce environmental pollution with a proactive approach. Use of renewable fuel for generating energy, use of solar energy for generating power are some examples for reducing carbon foot print.

An 2MW in-house solar power plant had been commissioned at the Goa Plant site last year.

During the Financial Year 2022-23, some of the key initiatives taken at the Goa plant in this direction were:

1. Installation of rainwater harvesting system at three different Locations within the site which helped to reduce underground water dependency by 15KL/Day;

2. Automation of quality control air handling unit (AHU) & forced draft ventilation (FDV) for time- based operations. AHU & FDV made to run based on set time as per area requirement reducing power consumption;

3. Energy audit conducted for the entire site for identifying opportunities & eliminating losses in power, steam, compressed air etc.

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

The Company avails benefits from The Procter & Gamble Company and it subsidiaries research and development efforts and activities across the globe, including India.

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. 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.

Technology absorption and adaptation is a continuous process. The products manufactured and soLd by the Company are a resuLt of the 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 believes in exploring the latest technoLogy from both within India and beyond to ensure the best quaLity product is made by the company for our consumers.

Details of the expenditure on Research & Development (R&D) undertaken during the Financial Year:

(Rs in Lakhs)

Expenditure on R&D*	2022-23	2021-22
Capital	-	-
Recurring	571	655
Total	571	655
Total R&D expenditure as a percentage of total turnover	0.47%	0.60%

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)

	For the Financial Year ended June 30, 2023	For the Financial Year ended June 30, 2022
Foreign Exchange earnings	146.52	122.61
Foreign Exchange outgo	160.54	126.28

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions for the purposes of review and approval of related party transactions. The policy on related party transactions as approved by the Board is uploaded on the Company?s website - https:// www.pghealthindia.com/investors/.

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.

PUBLIC DEPOSITS

The Company has not accepted any pubLic deposits during the Financial Year 2022-23.

PARTICULARS OF LOANS AND GUARANTEES GIVEN OR INVESTMENTS MADE

The Company has neither given any loans or guarantees nor made any investments during the Financial Year 2022-23.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in Line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. The Company has ensured a wide dissemination of the Policy and has conducted various awareness program at all locations of the Company. The Company has constituted an Internal Complaints Committees. During the Financial Year, 3 complaints with allegations of Sexual Harassment were filed with the Company. The said complaints were addressed and closed during the Financial Year. No complaints were pending as on June 30, 2023.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, the Directors confirm that:

a. That in the preparation of the annual accounts for the Financial year ended June 30, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors had selected appropriate accounting policies and applied consistently and judgments and estimates made are 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 that period;

c. That the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

d. That the Directors have prepared annual accounts on a going concern basis;

e. That the Directors have had laid down appropriate internal financial controls and that such internal financial controls were adequate and were operating effectively; and

f. 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) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company, which can be accessed at https://www.pghealthindia.com/investors/.

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 1,407.

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 investorgrievance.im@ pg.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Amit Gupta, Executive Director & Chief Financial Officer and Dr. Elizabeth Desmond, Non-Executive Director resigned from the Board of the Company effective March 31, 2023. The Board places on record its appreciation for the contributions of Mr. Amit Gupta and Dr. Elizabeth Desmond during their tenure of directorship on the Board of the Company.

The Board of Directors, at its meeting held on March 17, 2023, on the recommendation of the Audit Committee and Nomination & Remuneration Committee, have appointed Mr. Lokesh Chandak as Executive Director & Chief Financial Officer of the Company for a period of five years, effective April 1, 2023 and Ms. Seema Sambasivan as Non-Executive Director of the Company, effective April 1, 2023. The Shareholders of the Company approved said appointments by resolutions passed by postal ballot & e-voting on May 10, 2023.

The Board of Directors, at its meeting held on February 5, 2023, on the recommendation of the Nomination & Remuneration Committee, have reappointed Mr. Milind Thatte as the Managing Director of the Company for a further term of five years effective April 01, 2023. The shareholders of the Company approved his re-appointment as Managing Director vide resolution passed by postal ballot and e-voting on March 22, 2023.

Mr. Aalok Agrawal, Non-Executive Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing 56^th Annual General Meeting. Brief profile and details of the Directorships of Mr. Agrawal, are contained in the Corporate Governance section of this Annual Report.

All Independent Directors of the Company have given 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 (Listing Obligations and Disclosure Requirements) 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the familiarization programmes and annual Board evaluation process for Directors have been provided under Corporate Governance section of the report.

During the Financial Year, none of the Directors and Key Managerial Personnel of the Company had any material pecuniary relationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the Board were held during the Financial Year 2022-23. For details of the meetings of the Board and its Committees, please refer to the Corporate Governance section of the 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, which are available on the website of the Company at https://www.pghealthindia.com/ investors/#policies

INTERNAL AUDITOR

Mr. Lokesh Chandak was appointed as Internal Auditor of the Company for the Financial Year 202223. Pursuant to appointment of Mr. Chankak as Executive Director and Chief Financial Officer of the Company, effective April 1, 2023, he ceased to be Internal Auditor of the Company. Mr. Arihant Jain was appointed as Internal Auditor of the Company, in place of Mr. Chandak for the period April 1, 2023 to June 30, 2023.

STATUTORY AUDITORS

The Shareholders at the 55^th Annual General Meeting (AGM) held on November 23, 2022 had approved the re-appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration No.: 103523W/W100048), as statutory auditors of the Company, to hold office from the conclusion of 55^th AGM upto the conclusion of the 60^th AGM.

The Report issued by the Statutory Auditors on the financial statements of the Company for the Financial

Year ended June 30, 2023 is part of the Report. There have been no qualification, reservation or adverse remark given by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by Dholakia & Associates LLP, Company Secretaries, for the Financial Year ended June 30, 2023. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit report has been appended as Annexure IV.

SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed cost audit of the accounts to be maintained by the Company. M/s. Joshi Apte & Associates, Cost Accountants carried out the cost audit for the Financial Year 2022-23. The Board of Directors has re-appointed M/s. Joshi Apte & Associates, Cost Accountants for the Financial Year 2023-24.

A resolution for ratification of the remuneration payable to the Cost Auditor for the Financial Year

2023-24 is proposed in the Notice of the ensuing 56^th Annual General Meeting.

MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

During the Financial Year under review, no regulator or court has passed any significant and/or material orders impacting the going concern status of the Company and its future operations.

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 worldrenowned trademarks and superior brands.

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.

	On behalf of the Board of Directors
Mumbai	S. N. Talwar
August 23, 2023	Chairman

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