We have audited the accompanying financial
statements of Procter & Gamble Health 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 and the Statement
of Cash Flows for the nine months financial year
then ended (refer note 2.2), and notes to the
financial statements including a summary of material
accounting policy information and other explanatory
information (hereinafter referred to as “financial
statements”).

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid 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 accounting principles generally
accepted in India including the Indian Accounting
Standards (“Ind AS”) prescribed under section 133 of
the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, of the state of
affairs of the Company as at March 31, 2025, its profit
(including other comprehensive income), its changes
in equity and its cash flows for the nine months
financial year ended on that date.

Basis for Opinion

We conducted our audit in accordance with 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 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 financial statements under
the provisions of the Act and 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 on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period. These matters were addressed in the context
of our audit of the 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 matter described below to be the key
audit matter to be communicated in our report.

Other Information

The Company’s Board of Directors is responsible
for the other information. The other information
comprises the information included in the Director’s
Report and Management Discussion and Analysis but
does not include the financial statements and our
auditor’s report thereon.

Our opinion on the 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 financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with
the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially
misstated.

If, based on the work we have performed, we
conclude that there is a material misstatement of
this other information, we are required to report that
fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged
with Governance for the 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 financial
statements that give a true and fair view of the
financial position, financial performance (including
other comprehensive income), changes in equity
and cash flows of the Company in accordance
with the accounting principles generally accepted
in India, including Ind AS prescribed under section
133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of 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 financial
statements that give a true and fair view and are free
from material misstatement, whether due to fraud
or error.

In preparing the financial statements, 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.

Those Board of Directors are also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance
about whether the 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 this 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 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) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls.

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

• Conclude on the appropriateness of
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 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 financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events
in a manner that achieves fair presentation.

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 financial
statements of the current year 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.

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 section 143(11)
of the Act, we report in “Annexure 1”, a statement
on the matters specified in paragraphs 3 and 4 of
the 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 purposes of our audit;

b. In our opinion, proper books of account
as required by Law have been kept by the
Company so far as it appears from our
examination of those books;

c. The Balance Sheet, the Statement of Profit
and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity

and the Statement of Cash Flows dealt with
by this report are in agreement with the
books of account;

d. In our opinion, the aforesaid financial
statements comply with the Ind AS
prescribed under section 133 of the Act
read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended;

e. On the basis of the written representations
received from the directors as on March 31,
2025, and taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2025 from being appointed
as a director in terms of section 164(2) of the
Act;

f. With respect to the adequacy of the
internal financial controls with reference to
financial statements of the Company and
the operating effectiveness of such controls,
refer to our separate report in “Annexure 2”;

g. With respect to the other matter to
be included in the Auditor’s Report in
accordance with the requirements of section
197(16) of the Act, as amended:

In our opinion and to the best of our
information and accordingtothe explanations
given to us, the remuneration paid/ provided
by the Company to its directors during the
nine months financial year ended March 31,
2025 is in accordance with the provisions of
section 197 of the Act;

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, as amended, 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 financial statements -
Refer Note 40 on Contingent Liabilities;

(ii) The Company has made provision, as
required under the applicable Law or
accounting standards, for material
foreseeable Losses, if any, on Long term
contracts including derivative contracts
- Refer Note 18 to the financial
statements;

(iii) There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company;

(iv) (a) The Management has represented

that, to the best of its knowledge
and belief, other than as disclosed
in the notes to the accounts, 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 entities (“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;

(iv) (b) The management has represented
that, to the best of its knowledge
and belief, other than as disclosed in
the notes to the accounts, 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;

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

(v) As stated in Note 44 to the financial
statements:

(a) The final dividend proposed in the
previous year, declared and paid by
the Company during the year is in
compliance with section 123 of the
Act, as applicable.

(b) The interim dividend declared and
paid by the Company during the year
and until the date of this report is in
compliance with section 123 of the
Act.

(c) The Board of Directors of the
Company have proposed final
dividend for the year which is subject
to the approval of the members at
the ensuing Annual General Meeting.
The amount of dividend proposed
is in compliance with section 123 of
the Act, as applicable.

(vi) Based on our examination which included
test checks, the company has used an
accounting software for maintaining its
books of account for the nine months

financial year ended March 31, 2025,
which has a feature of recording audit
trail (edit Log) facility and the same has
operated throughout the year for all
relevant transactions recorded in the
software. Further, during the course of
our audit we did not come across any
instance of audit trail feature being
tampered with. Additionally, the audit
trail has been preserved by the Company
as per the statutory requirements for
record retention.

For Haribhakti & Co. LLP

Chartered Accountants
ICAI Firm Registration NO.103523W / W100048

Sumant Sakhardande

Partner

Membership No. 034828
UDIN: 25034828BMNZIY3424

Place: Mumbai
Date: May 29, 2025