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 March 31, 2025,
the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in
Equity, the Statement of Cash Flows for the nine month
period ended March 31, 2025 (“nine month period”)
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 (Indian 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 March 31, 2025, the profit, total comprehensive
income, changes in equity and its cash flows for the
nine month period 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 Auditor’s 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.

Information Other than the Ind-AS Financial
Statements and Auditor’s Report Thereon

The Company’s 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 auditor’s report thereon. The
annual report is expected to be made available to us
after the date of this auditor’s 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 Company’s 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
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the 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 Company’s financial reporting process.

Auditor’s 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 auditor’s 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 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 Management’s
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
Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s
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 auditor’s 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 auditor’s 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.

Other Matter

The Board of Directors of the Company have, vide a
circular resolution dated January 23, 2025, resolved to
change the financial year end from June 30 to March
31. Accordingly, the Ind-AS financial statements for
the current financial year of the Company as per
the provisions of section 2(41) of the Companies
Act, 2013, is for a period of nine months from July
1, 2024, to March 31, 2025. Further, as the said Ind-
AS financial statements are only for a period of nine
months, the figures for the current period are not
comparable with those of the previous financial year
ended June 30, 2024.

Our opinion on the Ind-AS financial statements is not
modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's 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
matter stated in paragraph 2(h)(vi) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

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 March 31, 2025, and taken on record by
the Board of Directors, none of the Directors
of the Company are disqualified as on March
31, 2025, 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 the 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 Auditor’s 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 has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company, except to the
extent as stated in Note 17 to the Ind-
AS financial statements.

iv) The Management has represented that:

a) to the best of its knowledge and
belief, as disclosed in Note 42(d) to
the Ind-AS financial statements, 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(s) or entity(ies), including
foreign entity(ies) (“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, as disclosed in Note 42(e)
to the Ind-AS financial statements,
no funds have been received by
the Company from any person(s)

or entity(ies), including foreign
entities (“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) of the Rules,
as provided under (a) and (b) 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 nine month
period is in accordance with Section 123
of the Act, as applicable.

The Board of Directors of the Company
have proposed a final dividend for the
nine month period, 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. 44: 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
Group's 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, certain SOC Reports do not
cover the full period under audit.

The audit trail at application level as
well as at database level for software
programs have operated throughout
the period for all relevant transactions
recorded in the software programs
except in the cases where we are unable
to comment whether the audit trail
feature for direct access to the database
in respect of the SaaS applications was
enabled and operated for all relevant
transactions recorded in the software
in respect of the applications where
the SOC report did not cover the entire
period. We have also not observed
instances of the audit trail feature having
been tampered with during the period
for which these records were available.

The audit trail has been preserved
by the Company as per the statutory
requirements for record retention,
except for audit trail for direct access to
the database:

• for one of the ‘Inventory Management’
applications which is retained with
effect from June 1, 2023 and not
from April 1, 2023;

• for another ‘Inventory Management’
application which is retained with
effect from April 7, 2024 and not
from April 1, 2023; and

^• for SaaS applications, we are unable
to comment on preservation of
the audit trail, in the absence of
confirmation of the same in the SOC
Reports.

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

Daraius Z. Fraser
PARTNER

M. No.: 042454
UDIN: 25042454BMOETZ5132

Mumbai: May 27, 2025