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You can view full text of the latest Director's Report for the company.

BSE: 507815ISIN: INE322A01010INDUSTRY: Personal Care

BSE   ` 7508.00   Open: 7510.00   Today's Range 7480.00
7520.80
-2.65 ( -0.04 %) Prev Close: 7510.65 52 Week Range 7236.20
10735.00
Year End :2026-03 

The Board of Directors are pleased to present
the annual report consisting of highlights on the
business and operations of the Company, along with
the audited financial statements, for the Financial
Year ended March 31, 2026.

FINANCIAL YEAR

The Board of Directors of the Company, on
January 23, 2025, had approved the change in
Financial Year of the Company from “July 1 - June 30”
period to “April 1 - March 31” period. The Financial
Year of the Company for period under review, viz.,
2025-26, commenced on April 1, 2025, and ended on
March 31, 2026.

FINANCIAL RESULTS

The Company’s financial performance for the
Financial Year ended March 31, 2026 as summarized
below:

Particulars

2025-26*

2024-25

Revenue from operations

3,100

2,235

Profit before tax

880

554

Profit after tax

654

418

Appropriations:

Opening balance in
retained earnings

543

485

Other Comprehensive
Income

5

(5)

Transfer from share
option outstanding
account

6

8

Particulars

2025-26* |

2024-25

Deemed Equity
Distribution to Ultimate
Holding Company

(2)

(4)

Dividend paid in the year

(740)

(358)

Closing balance in
retained earnings

467

543

Earnings per share

- Basic (?)

200.80

128.17

- Diluted (?)

200.80

128.17

*Previous Financial Year 2024-25 was a 9-month period from
July 1, 2024, to March 31, 2025, and hence not comparable
with current Financial Year 2025-26 (being 12-month
Financial Year from April 1, 2025, to March 31, 2026).

DIVIDEND

During the Financial Year, the Board of Directors of
the Company, at its meeting held on January 29,
2026, declared an interim dividend of ' 180 per
equity share (including one-time special dividend of
' 60 per Equity Share), which was distributed to the
shareholders on February 25, 2026.

The Board of Directors of the Company, at its meeting
held on May 27, 2026, have recommended a final
dividend of ' 60 per equity share, for the Financial
Year ended March 31, 2026. This final dividend is
subject to approval of the Members at the ensuing
42nd Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended
March 31, 2026 (including the afore-mentioned
interim and final dividend), amounts to ' 240 per
equity share.

MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS PERFORMANCE AND STRATEGY

For the Financial Year ended March 31, 2026, the Company reported sales of ' 3,100 Crores, driven by a robust
portfolio, superior execution and a consistent pipeline of innovation to better serve consumer Profit after tax
for the fiscal was ' 654 Crores, driven by strong topline growth as well as deliberate productivity interventions
to fuel superiority across the portfolio.

The Company continued to deliver a strong performance, across top-line and bottom-line during the Financial
Year.

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 our
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 implemented
effectively, they grow markets while creating
business, which in turn, grows Company’s share,
sales, household penetration and profit. Importantly,
this strategy is inherentLy dynamic, adapting to the
changing needs of stakeholders. This strategy is
yieLding consistent resuLts for the Company, and
therefore remains the right way forward as the
Company steps into the new fiscal year.

GROOMING SEGMENT PERFOMANCE

Throughout the fiscal year, the Company consistently
delighted Indian consumers and fuelled category

growth through a robust product portfolio, effective
consumer communication, and a steady stream of
innovation in the Grooming category. Company’s
diverse range of offerings addresses various
consumer needs, from traditional shaving, hassLe-
free soLutions, to advanced styLing and grooming
tools for comfortable shaving experience; and to
the femaLe grooming needs, ensuring we meet the
unique requirements of every consumer.

The Company continues to offer a holistic grooming
portfolio serving different consumer needs with
its products - including Gillette Guard, the newly
launched Guard 3-in-1, Gillette Mach3, Gillette Fusion,
Gillette Labs, Gillette Venus and shaving foams &
creams. This portfoLio heLped the Company serve
different consumer preferences while strengthening
trust buiLt over decades.

During the Financial Year, the Company’s Grooming
business deLivered strong growth and continued to
grow market share, driven by a consumer-focused
strategy of product superiority, engaging consumers
across touch points, and market-Leading innovation.

The Company continued to expand the reach of
Gillette Guard during the year. The product offers
a superior, cut-free shaving experience. Through
focused communication and strong market execution,
the Company drove user growth and increased
adoption, with millions of consumers choosing Guard
for their shaving needs.

To meet a rising consumer need, the Company
launched Gillette Guard 3-in-1. With its unique 3
pLatinum-coated bLades for a cLoser shave in fewer
strokes, a flexi-head with 40 degree pivot for smooth
glide, superior rubber grip handle and an aqua geL
lubrastrip for enhanced comfort, Gillette Guard
3-in-1 delivers on its key promise - “Ek Stroke Mein
Smooth Shave. Bina Kate, Bina Jale” (Smooth shave
in one stroke, without nicks and cuts).

To address evolving consumer expectations, the
Company also strengthened the Mach3 range. With
three anti-friction blades and facial adaptive design,
Mach3 delivers a smooth and comfortable shaving
experience. These improvements helped enhance
consumer satisfaction.

The Company also continued to evolve its
communication strategy to better connect with
consumers. This included regionally relevant
messaging, digital-first campaigns, and partnerships
with voices that resonate strongly with audiences
These efforts helped the brands engage consumers
more effectively.

Communication remained a key driver for the female
grooming portfolio, Gillette Venus. Through various
consumer insights, the Company identified that there
still exist myths, hesitations and perceived barriers
when it comes to female shaving as the primary way
of hair removal. Hence, to break these myths, the
Company used relatable digital and social media
communication to educate consumers about the
smooth and hassle-free shaving experience offered
by Venus, while growing awareness and encouraging
trial through trusted and familiar voices.

Company’s Venus portfolio is quite robust, from
the entry-level range of Simply Venus to one of the
bestsellers - Venus Comfort Glide with built-in
soap bars. Venus also offers products that caters to
unique needs even within the segment, like Venus
Snap - the on-the-go travel friendly razor; Venus
Bikini sensitive for intimate-area hair removal and
Venus Swirl with a pivoting, rounded head that hugs
body curves and fits easily into hard-to-shave areas.

As a result of these initiatives across the grooming
portfolio, the Company continues to be the market
leader in the Blades and Razors category during the
Financial Year.

ORAL CARE SEGMENT PERFORMANCE

Company’s Oral Care portfolio serves a diverse
range of consumers and their unique needs, with an
assortment of products - with its Power Oral Care
line up as well as the Manual Oral Care range. Under
each line up, the Company caters a variety of targeted
benefits to offer a robust assortment to consumers.

During the year, Company’s Oral Care portfolio
delivered a robust performance, achieving strong
growth in both top and bottom lines, reflecting
balanced expansion across all segments. This growth
underscores our commitment to enhancing consumer
oral health through a diverse range of products.

A key driver of this success was our strategic focus on
expanding the penetration of electric toothbrushes.
The growing adoption of our electric toothbrushes
confidently demonstrates that consumers are
increasingly prioritizing and investing in superior oral
care solutions that offer tangible value. Recognizing
the long-term benefits of early adoption, we
successfully launched kids' battery toothbrushes
featuring popular characters like Iron Man and
Princess Moana. This initiative effectively introduced
new users to the electric oral care category, laying a
foundation for sustained engagement.

In the manual oral care segment, the Company
democratized access to specialized solutions with
biggest ever launch in the sensitive toothbrush
category. By introducing new line up of Sensitive
Care toothbrushes, with softer bristles, the Company
significantly broadened the availability of sensitive
toothbrushes, for people with sensitive gums, regular
brushing also leads to pain and bleeding, making it
difficult for them to maintain basic Oral hygiene. The
Company heard its consumers’ need for a toothbrush
which can be gentle on the gums and not only
launched the Sensitive Care range, but also worked
towards making it widely available across channels
and segments.

These innovations, coupled with dynamic go-to-
market activations across e-commerce platforms and
general trade, along with compelling communication
strategies, ensured we effectively connected with
consumers and met their evolving needs, contributing
to our overall strong performance.

ECONOMIC OUTLOOK, RISKS & OPPORTUNITES

The International Monetary Fund's (IMF) July 2026
World Economic Outlook projects global growth at 3%
in 2026. Growth is expected to be 3.4% in 2027. This
represents a V-shaped recovery pattern with a minor
slowdown this year, balancing geo-political conflict
shocks against artificial intelligence tech booms.

The IMF also projects that global headline inflation
is expected to rise to 4.7% in 2026 up from 4.1% in
2025, before declining to 3.9% in 2027.

India is expected to remain the world's fastest
growing major economy, with growth projected at
6.4% in 2026-27, driven by strong domestic demand.

While the Indian economy continues to grow stronger
amidst global peers, one must, however, keep an eye
on the evolving global trade policies and commodity
prices which will impact inflation and cost of goods
produced.

Within the Indian Fast-Moving Consumer Goods
(FMCG) industry, trends continue to evolve. While
non-food Inflation continues to stay below RBI’s
medium-term target of 4%, consumer consumption
trends are still shifting. While rural consumption
continues to be higher than the urban consumption,
we are seeing a softening trend driven by uptick in
the inflation rates. Based on reports and economic
analysis as of early 2026, the FMCG sector is expected
to experience a stabilization phase, entering a period
of renewed optimism, with projections focusing
on volume-led growth rather than price-driven
expansion. Consumption trends remain supportive.
Urban demand continues to anchor growth, aided by
premiumisation across categories.

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: IMF's World Economic Outlook report, July 2026;

FINANCIAL RATIOS & INDICATORS

The Company’s financial performance for the
Financial Year ended March 31, 2026, as compared
to the previous year ended March 31, 2025, is
summarized below:

Ratios*

2025-26

2024-25

%

Change#

Debtors’ turnover

7.98

6.84

17

ratio

Inventory turnover
ratio

6.37

5.26

21

Current ratio

1.54

1.64

-6

Net capital turnover
ratio

6.98

4.46

56

Trade payables
turnover ratio

1.82

1.50

21

Return on capital
employed

0.85

0.50

71

Return on
investment

9%

5%

94

Operating profit
margin

28%

25%

12

Net profit margin

21%

19%

13

Return on net
worth

66%

42%

59

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

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

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 Company’s 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, 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 a very stringent
system for assessment of distributors and vendors
before selection.

REGULATORY AND COMPLIANCE

The Company operates within the letter and spirit
of all applicable laws. General compliance with legal
requirements is an important component of the
Company’s Worldwide Business Conduct Manual and
the same expects the following from its employees.

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

SECURITY

The Company has implemented comprehensive
security programs supported by latest technology

and trained manpower to protect employees and
assets, at its office and plants. During the Financial
Year under review, no major security breaches or
incidents occurred at your Company’s 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 assets.

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 Company’s 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-to¬
day 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 Company’s
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
Company’s products.

The Company contributes to the P&G group’s ambition
to reduce Green House Gas (GHG) 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 addressing 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 Company's 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 focus on
improving learning outcomes, enabling 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:

Particulars

For the year
ended
March 31, 2026

For the year
ended
March 31, 2025

Foreign Exchange
earnings

74.54

117.56

Foreign Exchange
outgo

718.06

555.83

RELATED PARTY TRANSACTIONS

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

All related party transactions entered during the
Financial Year were in ordinary course of the business
and on arm’s length basis. Accordingly, the disclosure

of related party transactions as required under
Section 134(3)(h) of the Companies Act, 2013 in Form
AOC-2 is not applicable to the Company.

Details of material related party transaction entered
into during the Financial Year 2025-26 are given
below:

Name of Related Party

Procter & Gamble
International Operations
S.A.

Nature of transaction

Import of Finished goods

Amount of transaction
during Financial Year
2025-26

? 389 Crores

The above transaction was approved by the
Shareholders by passing an Ordinary Resolution
through Postal Ballot on January 8, 2018. Being
related parties, the Promoter shareholders had
abstained from voting on the said resolution.

LOANS AND GUARANTEES GIVEN AND INVESTMENTS
MADE

The Company has not given any loans, guarantees or
made any investments during the Financial Year.

PUBLIC DEPOSITS

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

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

As per the 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 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, two
complaints with allegation of sexual harassment
were filed with the Company, which were resolved
during the year. No Complaints were pending for
more than 90 days from date of filing.

DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sections 134(3)

(c) of the Companies Act, 2013, with respect to the
Directors’ Responsibilities Statement, it is hereby
confirmed:

i. that in the preparation of the Annual Accounts
for the Financial Year ended March 31, 2026,
the applicable accounting standards had been
followed along with proper explanation relating
to material departures.

ii. that the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the Financial Year and of the profit of the
Company for the Financial Year under review

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

iv. that the Directors had prepared the accounts for
the Financial Year ended March 31, 2026, on a
“going concern” basis

v. that the Directors had laid down internal
financial controls to be followed by the Company
and such internal financial controls are adequate
and were operating effectively

vi. that the Directors had devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along
with the Auditors’ Certificate on its compliance is
annexed to this Report.

ANNUAL RETURN

The Annual Return for the Financial Year 2025-26, 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 at
https://in.pg.com/india-investors/
gil/reports-announcements/announcements/
.

HUMAN RESOURCES

Our company continues to focus on creating an
appealing employer brand, attracting talent that

aligns with our company's values, and nurturing
that talent for future success. We have developed
comprehensive human resource strategies, keeping
employees at the center of everything we do, and
to ensure that our organization is well-prepared to
meet future challenges.

India remains a critical talent source for us, and we
have adapted our campus initiatives to proactively
address the ever-evolving talent cohorts. We have
launched innovative campus programs and revamped
existing ones to continue to attract the best talent. Our
internships, onboarding, and learning & development
programs continue to receive recognition in various
campus surveys. We are committed to nurturing our
talent and fostering diverse leaders who will thrive in
our ecosystem.

To foster a winning culture, it is crucial to engage and
empower employees right from their comprehensive
corporate onboarding program, known as GETiN.
By instilling a growth mindset within our company
DNA, we encourage a love for learning and resilience,
which are vital for achieving both organizational and
personal goals.

Through our Equality & Inclusion chassis and our
holistic wellbeing program - Be at My Best, we
encourage our employees to bring their authentic
selves to work. We strongly believe in co-creating
careers with our employees, allowing them to
collaborate with the business and achieve fulfilling
careers with us. Our performance management
system evaluates employees based on their impact
and growth, not solely on their business results.

P&G India has been consistently recognized as an
employer of choice. For the ninth 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 Buddies of Wellness by People
Matters (2025), and Silver Employer for progress on
LGBTQ inclusion at the Workplace by the India
Workplace Equality Index (2025), among others

The number of employees as on March 31, 2026 was
480.

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, this 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
investorgil.im@pg.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Srinivas Maruthi Patnam, Executive Director
ceased to be Director on the Board effective
October 30, 2025. The Board of Directors of the
Company express their deepest gratitude to him for
his contributions to the Board during his tenure as
Director on the Board of the Company.

Ms. Rohini Venkateswaran was appointed as a
Whole-time Director on the Board effective October
31, 2025. Further, the Shareholders of the Company
approved such appointment through Postal Ballot on
January 10, 2026.

Mr. C. P. Gurnani ceased to be Non-Executive
Independent Director on the Board with effect
from January 6, 2026. The Board of Directors of the
Company express their deepest gratitude to him for
his contributions to the Board during his tenure as
Director on the Board of the Company.

Ms. Srividya Srinivasan ceased to hold office as
Executive Director and Chief Financial Officer of the
Company with effect from June 30, 2026. The Board
approved appointment of Mr. Ashwath Rao as the
Chief Financial Officer of the Company with effect
from July 1, 2026.

Mr. Ghanashyam Hegde was appointed as a Non¬
Executive Director of the Company with effect from
July 1, 2026.

Mr. Krishnamurthy Iyer was appointed as a Non¬
Executive Independent Director of the Company for a
term of five consecutive years with effect from June
1, 2026.

Further, Ms. Rohini Venkateswaran has ceased to be
Whole-time Director of the Company effective July
31, 2026.

Mr. Robin Thadathil was appointed as a Whole-time
Director of the Company for a term of five years with
effect from August 1, 2026.

Mr. Pramod Agarwal, Non-Executive Director, retiring
by rotation and being eligible, offers himself for
re-appointment. Appropriate resolution for said
re-appointment is being proposed at the ensuing
42nd 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 (“the
Act”) and the Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements)
Regulations, 2015 [“SEBI (LODR) Regulations”].

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 Act and the SEBI
(LODR) Regulations. 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
Four (4) meetings of the Board of Directors of the
Company were held during the Financial Year. For
further details on meetings of the Board of Directors
and its Committees, please refer to the Corporate
Governance section of this 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://in.pg.com/india-governance-
and-policies/gil/terms-and-policies/
.

AUDITORS
INTERNAL AUDITOR

During the Financial Year, the Board of Directors had
appointed Ms. Pooja Bhutra, Chartered Accountant as
the Internal Auditor of the Company for the Financial
Year 2025-26.

STATUTORY AUDITORS

At the Annual General Meeting held on November
18, 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 38th Annual General
Meeting until the conclusion of the 43rd Annual
General Meeting.

The Report issued by KalyaniwaUa & Mistry LLP,
Statutory Auditors on the financial statements of the
Company for the Financial Year ended March 31, 2026
forms part of the Annual Report. There has been no
qualification, reservation or adverse remark given by
the Auditors in their Report.

SECRETARIAL AUDIT

Secretarial Audit was carried out by M/s. Saraf &
Associates, Practicing Company Secretaries for the
Financial Year 2025-26. There were no qualifications,
reservations or adverse remarks given by Secretarial
Auditors of the Company. The Secretarial Audit report
is annexed to this Annual Report.

Further the members of the Company at Annual
General Meeting held on September 2, 2025, have
approved the appointment of MK Saraf & Associates
LLP, Practicing Company Secretaries, as secretarial
auditors of the Company for a term of five consecutive
financial years from April 1, 2025.

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENTS

The Board of Directors place on record its deep
appreciation for the co-operation and support of
the Company’s 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 DirectorsAnjuly Chib Duggal
Chairperson

Date: July 31, 2026
Place: Mumbai