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DIRECTOR'S REPORT

Colgate-Palmolive (India) Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 54633.75 Cr. P/BV 34.49 Book Value (₹) 58.24
52 Week High/Low (₹) 2504/1782 FV/ML 1/1 P/E(X) 41.22
Bookclosure 01/06/2026 EPS (₹) 48.73 Div Yield (%) 2.39
Year End :2026-03 

Your Directors are pleased to present their 85th Report and Audited Financial Statements of the Company for the
financial year ended March 31, 2026.

Financia| High|ights

Particulars

FY 2025-26

FY 2024-25

Total Revenue (a b c)

6,124.16

6,179.01

Sales (a)

5,983.57

5,999.20

Other Operating Revenue (b)

51.47

40.97

Other Income (c)

89.12

138.84

Profit before exceptional items and Tax

1,808.93

1,929.84

Profit before Taxation

1,783.96

1,929.84

Tax Expense

458.65

493.03

Profit for the year

1,325.31

1,436.81

Other Comprehensive Income (net of Tax)

(15.21)

(3.82)

Total Comprehensive Income

1,310.10

1,432.99

Balance brought forward

1,254.07

1,451.93

Profit available for appropriation

2,564.17

2,884.92

Balance transferred to Retained Earnings from Share Options Outstanding
Account

0.52

1.07

Appropriation :

Dividend

(1,387.13)

(1,631.92)

Dividend Distribution Tax

-

-

Balance carried forward

1,177.56

1,254.07

Business Performance

Reported Net Sales for the financial year 2025-26 stood at 5 5,983.57 Crores against 5 5,999.20 Crores of previous year
reflecting a marginal decrease of 0.3%. Reported Net Profit after tax for the financial year 2025-26 is 5 1,325.31 Crores
resulting in a decrease of 7.8% over the previous year.

Despite the challenging business and economic environment, your Company continues to sustain its leadership position
in both the Toothpaste and Toothbrush categories during the financial year 2025-26.

Share Capital

During the year under review, the Authorised Share Capital of the Company stood at 5 137 Crores divided into
1,37,00,00,000 Ordinary (Equity) Shares of 5 1 each.

The issued, subscribed and paid-up Share Capital of the Company stood at 5 27.19 Crores divided into 27,19,85,634
Ordinary (Equity) shares of 5 1 each. There was no change in the issued, subscribed and paid-up Share Capital of the
Company during the year under review.

Dividend

For the Financial Year under review, the Company has declared the following Dividends on the equity shares of 5 1 each:

Sr. No. Name

Per Share (in ?)

Date of Declaration

Payment on and from

1. First Interim Dividend

24

23.10.2025

19.11.2025

2. Second Interim Dividend

24

22.05.2026

17.06.2026

Considering the declaration of two interim dividends for the
financial year 2025-26, the Board of Directors has not
recommended a final dividend for the financial year 2025-26.

The Company declares and pays dividend in Indian
rupees. In terms of the requirements of the applicable
Income Tax Act, the Company has made the payments of
Dividend after deducting the Tax at Source, as applicable.
The dividend remittance outside of India is governed by
Indian laws on Foreign Exchange and is also subject to
deduction of Tax at Source, as applicable.

Transfer to Reserves

During the financial year, no amount was transferred to the
general reserves.

Differential Voting Rights and Sweat Equity
Shares

During the financial year, no shares with differential voting
rights and sweat equity shares were issued.

Leading The Way Through Innovation-Led
Products

Year after year, our innovation journey continues to evolve
in step with changing consumer needs. In Financial Year
2025-26, we introduced a range of products that raised
the bar, set new benchmarks, and continued to shape
trends across categories.

Colgate Strong Teeth: Relaunched nationally, India's most
trusted toothpaste was upgraded with a superior sensorial
experience and a fresher flavour profile enjoyed by the
entire family. Powered by Arginine and Calcium Boost
Technology, it continues to deliver 24-hour protection
against cavities. The relaunch was phased across regions
and supported by a campaign film highlighting its strong,
enjoyable taste.

Brilliant Star Toothbrush: Strategically expanding our
presence in the 'Admirable Impressions' segment, Brilliant
Star bridges the gap between core oral care and premium
whitening. It features a Polishing Star, multi-height bristles
to help remove surface stains, and an integrated tongue
cleaner, making it a high-performance upgrade for value¬
seeking consumers. With strong performance in traditional
trade, its beauty-forward appeal and accessible pricing is
helping drive premiumization.

Colgate Visible White Purple Serum: The launch of the
Colgate Visible White Purple Serum marks a category¬
defining expansion into Oral Beauty, transforming teeth
whitening into an on-demand grooming ritual. Grounded in
color theory, concentrated purple pigments neutralize
yellow tones for an instant color-correcting boost. This
non-foaming, enamel-safe formula, enhanced with Mint

and Yuzu notes, integrates seamlessly into any grooming
routine or serves as a quick touch-up. Built on the success
of the Purple Toothpaste, it reinforces our commitment to
premiumization and science-backed aesthetics.

Palmolive Moments Body Wash Range: The Palmolive
Moments range elevates the daily shower into a therapeutic,
sensorial experience through patented fragrance
technologies. The three variants, Mindful Awake, Workout
Fresh, and Restful Sleep, are powered by VivaScentz™,
MoodScentz™, and Meta Sleep Tech™ respectively. With
100% natural extracts and no parabens or silicones, these
pH-balanced washes deliver long-lasting signature
fragrances of up to 6-8 hours. Designed for modern
lifestyles, they help consumers feel energized in the morning,
refreshed after workouts, and relaxed at the end of the day.

Colgate Total Plaque: Preventive oral care takes a
significant step forward with Colgate Total Plaque.
Engineered with a powerful Amino Foam and Zinc complex,
this formulation releases 3x more plaque along the gumline
compared to a regular fluoride toothpaste*. Additionally, it
contains Zinc minerals that contribute to stronger and
healthier gums. This product is designed to move Indian
consumers toward a more rigorous, science-led oral
hygiene ritual.

Colgate Kids Squeeze Toothpaste: Designed for children
aged 3-6, this range combines effective cavity protection
with an engaging brushing experience. Available in
Strawberry and Watermelon flavours, it comes in an easy-
to-squeeze bottle for small hands. The formula features
Colgate's Sugar Acid Shield and is gluten-free, vegan, and
paraben-free. Certified by the Indian Dental Association
and trusted by parents, it makes brushing an enjoyable
daily habit while keeping young smiles fresh and strong.

Change(s) in the Nature of Business

During the financial year under review, there has been no
change in the nature of business of the Company.

Details of Subsidiary, Joint Venture and
Associate Company

Your Company does not have any Subsidiary or Joint
Venture or Associate Company.

Business Responsibility, Social Impact &
Sustainability Reporting

As a leading oral care Company in India, your Company
champions optimism and amplifies Sustainability efforts
to 'reimagine a healthier future for all its people and the
planet.' We are dedicated to executing our strategy to
create shared, sustainable value for all stakeholders. Our
commitment to responsible growth and sustainability

*Over three months of continuous use

remains unwavering and is visible through social impact
initiatives like Colgate Bright Smiles, Bright Futures®, and
Keep India Smiling programs on scholarship, women
empowerment, water and waste management. We
continuously realign our practices to innovate for good as
'everyone deserves a future to smile about.' This is our fifth
year of publishing the Environmental, Social and Governance
('ESG') Report and Business Responsibility and Sustainability
Report ('BRSR'), showcasing our ESG progress, empowering
stakeholders to make informed decisions and reinforcing
our dedication to trust and transparency.

Environment: Our Company is committed to ensuring that
consumers enjoy numerous benefits from using our
sustainable products. We validate our product development
process through consumer feedback gathered from various
channels, constantly improving our processes and systems.
Insights from customer satisfaction surveys combined with
enhanced employee skills, drive our product innovations.
Additionally, we have implemented a follow-up monitoring
mechanism to ensure corrective actions are taken, providing
safe, sustainable, and high-quality products to all our
consumers. To achieve the goal of delivering innovative and
sustainable products, we are focused on the following
priority areas: Usage of recycled content and eliminate
usage of plastics in packaging.

Social: Our people are our greatest asset, and we prioritize
building strong relationships to create a resilient, innovative,
and future-ready workforce. The Company fosters a work
culture that encourages creativity and employee-driven
innovation, aligning with our purpose of 'reimagining a better
future for people and the planet.' Our inclusive HR policies
and practices ensure a safe and supportive work
environment for all employees. We inspire trust by offering
fair and competitive remuneration, rewards, benefits, learning
opportunities, career growth, and work flexibility, helping us
retain and attract employees who share our values.

Additionally, through our Corporate Social Responsibility
initiatives we endeavour to create a meaningful impact on
the millions of lives we touch. We organize our CSR
initiatives under three thematic areas: Oral Healthcare
Education, Keep India Smiling, and Water Access,
Augmentation & Waste Management Program. Through
these programs, we focus on enlightening school children
through oral health education and tobacco prevention
sensitization, empowering women through livelihoods,
financial and digital literacy and providing communities
with access to safe drinking water, water for sanitation,
water availability for agriculture and farm-based activities.
We also deliver end to end waste management programs,
focusing on collection, segregation and responsible
disposal along with education to children and communities
on responsible waste management practices.

Governance : The Company champions long-term value
creation for all its stakeholders through robust and fair
governance mechanisms. Our governance structures,
founded on integrity and transparency, ensure that ethical
standards are upheld throughout the business. Acting
ethically is imperative as we strive to comply with all
applicable laws while conducting business globally. Guided
by a highly engaged board and management, we ensure
that sustainability is closely integrated with our
governance mechanisms, reinforcing our commitment to
responsible and ethical business practices.

Our 2026 Sustainability and Social Impact Strategy is
guided by three key pillars:
Driving Social Impact, Helping
Millions of Homes, and Preserving our Environment,
abbreviated as S-MIL-E.
Our focus is on promoting
healthier lives, contributing to the communities where we
operate, and growing the business with innovative,
sustainable products. We are committed to conserving
earth's resources, addressing climate change, and ensuring
the well-being of our planet for future generations. These
principles drive all our plans and actions, reflecting our
dedication to sustainability and making a positive impact.

Colgate-Palmolive (India) Limited demonstrates a strong
commitment to ESG principles, highlighted by significant
achievements across environmental stewardship, social
impact, and governance. All four manufacturing sites
maintain TRUE® Zero Waste Platinum certification and Net
Zero Water status, underscoring a dedication to resource
efficiency. The Company is making notable progress
towards its 2040 Net Zero Carbon goal, currently utilizing
50.38% renewable electricity and achieving 95% recyclable
packaging, with 100% of our toothpaste portfolio, by
volume, having transitioned to recyclable tubes.

In line with the requirements of Securities and Exchange
Board of India ('SEBI'), your Company took a proactive
approach in adopting Business Responsibility and
Sustainability Reporting ('BRSR') for the financial year 2021¬
22, a year in advance of it becoming a mandatory
requirement. BRSR ensures that our investors have access
to relevant information and disclosures with regard to our
performance on ESG parameters. Your Company believes
in conducting its business activities in a responsible and
sustainable manner.

Your Company has always been steadfast in embedding
ESG across all the functions of the Company. To showcase
our commitment towards sustainable development, your
Company has incorporated transparent reporting practices
with regard to ESG responsibilities. BRSR Report illustrates
the Company's efforts towards creating a long term value
for all stakeholders in a responsible manner. The BRSR
Report for the financial year 2025-26 forms an integral part
of this Report and is attached as
Annexure 6.

BRSR Core Assurance

In terms of the requirements of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ('the SEBI Listing Regulations') and SEBI Circular
SEBI/HO/CFD/CFD - SEC-2/P/CIR/2023/122 dated July 12,
2023, the Company is required to undertake reasonable
assurance of the BRSR Core for the financial year 2025-26.

The Board of Directors at its Meeting held on March 11,
2026 appointed M/s. DNV Business Assurance India Private
Limited ('DNV') as the Assurance Provider on BRSR Core for
the financial year 2025-26.

A Reasonable Assurance Report on BRSR Core of the
Company for the financial year 2025-26 is annexed
herewith as
Annexure 7.

Corporate Social Responsibility

The Company is committed to ensure the well-being of
the community and environment in which it operates.
Corporate Social Responsibility ('CSR') forms an integral
part of our business activities. The Company's CSR Policy
also reflects the Company's commitment towards society
and environment. The CSR initiatives are carried out by the
Company through a variety of effective programs in
accordance with the requirements of Section 135 and
Schedule VII of the Companies Act, 2013, and rules made
thereunder ('the Act') in partnership with reputed NGOs
and agencies. The ESG and Corporate Social Responsibility
Committee and the Board of Directors closely review and
monitor, from time to time, the various CSR activities
undertaken by the Company. The key CSR programs
undertaken by your Company during the financial year
2025-26 are:

1. Colgate Bright Smiles, Bright Futures® - with Bharat
Cares, Social Network Foundation, Tarq Foundation
and Oral Health Promotion Foundation

2. Water Augmentation for Livelihoods & Women
Empowerment - with Seva Mandir;

3. Keep India Smiling Scholarship Program - with
Buddy4Study India Foundation;

4. Waste Management Program - with Nepra Foundation;
and

5. Financial and Digital Literacy Program - with
Haqdarshak, NIIT Foundation and Seva Mandir

As per the requirements of Section 135 of the Act, the
Company was required to spend an amount of 5 34.36
Crore during the financial year 2025-26. During the year,
the Company spent an amount of 5 34.36 Crore.

A detailed description of the above programs / activities is
contained in the Annual CSR Report which forms an
integral part of this Report and is annexed as
Annexure 2.

The contents of the CSR Policy as well as the CSR programs
undertaken by the Company are available on the
Company's website at
https://www.colgateinvestors.
co.in/pdf/csr-policy.pdf.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,
your Company's Board of Directors, based on the
representations received from the Management and to
the best of its knowledge and ability, confirm that :

• in the preparation of the Annual Accounts for the
financial year ended March 31, 2026, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures;

• they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2026 and of the profit and
loss of the Company for that period;

• they have 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;

• the Annual Accounts have been prepared on a 'going
concern' basis;

• they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and operating effectively; and

• they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Human Resources

In the past year, Colgate-Palmolive (India) Limited has
upheld its belief that employees are our most valuable
asset, fostering a positive, harmonious, and productive
environment. Under the SHAPE ('Strategic and Holistic
Approach for People Excellence') framework, we have
reflected and refreshed our strategic initiatives to enhance
communication, engagement, inclusion, and well-being.
Our positive and harmonious relationships with the
workforce and labor unions reflect this commitment on an
ongoing basis.

We continue to maintain open and transparent
communication through 'My Voice,' a grievance redressal
platform at our plant sites encouraging employee
feedback and suggestions. Regular committee meetings

and listening sessions with site leaders further ensure
open communication at our plants.

Recognizing the importance of continuous learning, we
leveraged training programs focusing on Anti-Bribery,
Prevention of Sexual Harassment (POSH), Safety, Quality,
and other core areas. AI upskilling became a core focus
area this year, including for shop floor employees. Our
development program Gurukul RISE has been instrumental
in nurturing talent and upgrading skills in the Sales
function.

Fostering an Inclusive Culture remains central to our
approach. Our life stage support-related counseling
framework continues to successfully increase inclusion
and address career breaks on the shop floor. Employee
health and well-being remain top priorities, with the
Employee Assistance Program, Live Better initiatives, and
well-being principles offering ongoing support.

As we advance into the next financial year, we are
dedicated to further enhancing employee relations through
SHAPE, My Voice, listening sessions and additional initiatives.

As on March 31, 2026, the total number of employees were
2,276.

The detailed description of the Employee Initiatives taken
by the Company are included in the Management
Discussion and Analysis on page no. 252

Prevention of Sexual Harassment at
workplace

Our organization maintains an unwavering stance against all
forms of harassment and discrimination, including but not
limited to sexual harassment. We strongly encourage
employees to voice their concerns and report any incidents
of harassment to the Internal Committee (IC) under Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH) act or other
relevant position holders in the organization without any
hesitation.

To further reinforce our commitment on POSH, we have
implemented a comprehensive Policy on the Prevention of
Sexual Harassment. This Policy is meticulously reviewed
and updated by the IC at regular intervals to ensure its
continued relevance and effectiveness. When a complaint
is lodged with the IC, it is handled with the utmost fairness
and confidentiality. We are resolute in our stance against
any form of retaliation towards employees who come
forward with complaints. Our goal is to foster a safe and
respectful workplace where every individual feels secure
and valued.

The following is a summary of Sexual Harassment
complaint(s) received and disposed of during the Financial

Year 2025-26, pursuant to the POSH Act and Rules framed
thereunder:

Particulars

No. of

Complaints

Number of Complaints carried forward
from last year (FY 2024-25)

0

Number of Complaints filed during the
Financial Year (FY 2025-26)

6

Number of Complaints pending for more
than 90 Days

0

Number of Complaints disposed of
during the Financial Year (FY 2025-26)

5

Number of Complaints pending as on the
end of the Financial Year (FY 2025-26)

1*

*One pending complaint as on March 31, 2026 was resolved as on the
date of this Report.

Disclosure of Maternity Benefit Compliance

The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961 for the financial year under
review.

Particulars of Employees

Information as per Section 197 of the Act read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in
Annexure 4 to this
Report.

The statement containing the names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
forms an integral part of this Report and will be made
available on request sent to the dedicated email address of
the Company at
cpilagm@colpal.com.

Trade Relations

Your Directors wish to record appreciation of the
continued, unstinted support and cooperation from its
retailers, stockists, suppliers of goods/ services, clearing
and forwarding agents and all others associated with it.
Your Company will continue to build and maintain a strong
association with its business partners and trade associates.

Energy Conservation, Technology Absorption
and Foreign Exchange

The information required under Section 134(3)(m) of the
Act read with the Companies (Accounts) Rules, 2014 with
respect to conservation of energy, technology absorption
and foreign exchange earnings/outgo is attached as
Annexure 3 to this Report.

Corporate Governance

A separate report on Corporate Governance laying down
the Company Philosophy on the Corporate Governance as
well as all the disclosures as required under the SEBI Listing
Regulations along with the Auditors' Certificate on its
compliance with the corporate governance requirements
under the SEBI Listing Regulations forms an integral part of
this Report and is annexed as
Annexure 1.

Directors and Key Managerial Personnel

As on March 31, 2026, the Board comprised of one Non¬
Executive Director, two Executive Directors and five
Independent Directors. Out of the eight Directors on the
Board, there are three Women Directors.

Since April 1, 2025 till the date of this Report, the following
changes have taken place in the Board of Directors and
the Key Managerial Personnel:

• Cessation of Mr. Surender Sharma (DIN: 02731373) as
Whole-time Director - Legal & Company Secretary of
the Company with effect from close of business hours
on October 27, 2025; and

• Appointment of Mr. Jaikishan Shah (Membership No:
A34948) as the Company Secretary and Compliance
Officer of the Company designated as Key Managerial
Personnel, with effect from November 26, 2025.

The Board places on record its sincere appreciation to
Mr. Surender Sharma for his valuable contributions during
his tenure as Whole-time Director - Legal & Company
Secretary of the Company.

The Board of Directors, upon the recommendation of the
Nomination and Remuneration Committee at its meeting
held on November 26, 2025 and considering the expertise
and experience of Mr. Jaikishan Shah approved his
appointment as the Company Secretary and Compliance
Officer.

Pursuant to the provisions of Section 152 of the Act,
Ms. Prabha Narasimhan (DIN: 08822860), Managing
Director & Chief Executive Officer of the Company, retires
by rotation at the ensuing Annual General Meeting and
being eligible, has offered herself for re-appointment.
Based on the recommendation of the Nomination and
Remuneration Committee, the Board recommends her
re-appointment.

Further, pursuant to the provisions of Sections 196, 197, 203
and other applicable provisions of the Act, it is proposed
to re-appoint Mr. Jacob Sebastian Madukkakuzy
(DIN: 07645510) as the Whole-time Director & Chief
Financial Officer of the Company, liable to retire by

rotation, for a further period of 5 (five) consecutive years
effective October 28, 2026 to October 27, 2031. Based on
the recommendation of the Nomination and Remuneration
Committee and the Audit Committee, the Board
recommends his re-appointment.

The brief profiles of Ms. Prabha Narasimhan and
Mr. M. S. Jacob are given on page nos. 200-202 of this
Report and are also available on the Company's website
at
https://www.colgateinvestors.co.in/

Further, details of Ms. Narasimhan and Mr. Jacob as
required under Regulation 36(3) of the SEBI Listing
Regulations and SS - 2 (Secretarial Standards on General
Meetings), are provided at the end of the Notice convening
the 85th Annual General Meeting.

As on March 31, 2026, Ms. Prabha Narasimhan, Managing
Director and Chief Executive Officer, Mr. M.S. Jacob,
Whole-time Director & Chief Financial Officer and
Mr. Jaikishan Shah, Company Secretary and Compliance
Officer were the Key Managerial Personnel of the Company.

Declaration of Independence

The Company has received the necessary disclosures
under the Act and the SEBI Listing Regulations including
declarations from all Independent Directors that they meet
the criteria of independence as laid down under Section
149(6) of the Act and the SEBI Listing Regulations. They
have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act and they have
registered themselves with the Independent Directors'
Database maintained by the Indian Institute of Corporate
Affairs. In the opinion of the Board, the Independent
Directors fulfill the conditions specified in the SEBI Listing
Regulations and are independent of the management.
Further, the Independent Directors possess integrity and
necessary expertise and experience (including the
proficiency) which bring tremendous value to the Board
and to the Company.

Directors and Officers Liability Insurance
Policy

The Company has a Directors and Officers Liability
Insurance Policy which protects Directors and Officers of
the Company for any breach of fiduciary duty.

Familiarization Program

The Company conducts familiarization programs for
Independent Directors with regard to their roles, rights
and responsibilities towards the Company. Detailed
presentations are made to the Board and its Committees
from time to time.

Gist of familiarization programs conducted during the
financial year 2025-26 are as follows:

Sr.

No.

Program/Presentation

1.

Business Updates

2.

Regulatory Updates

3.

Update on Key Risks and Mitigation Plans

4.

AI Strategy and Governance Updates

5.

Update on Cybersecurity measures and
mitigation plans

6.

CSR & Sustainability Updates

7.

Update on Shareholder Matters

8.

Strategy Meeting

9.

Update on New Labour Codes

Details of the familiarization programs extended to the
Independent Directors during the financial year 2025-26
are disclosed on the Company website from time to time
at
http://www.colgateinvestors.co.in/policies. The said
details also form part of the Corporate Governance Report
annexed to this Report.

Number of Board Meetings

During the financial year 2025-26, 6 (six) Board meetings
were held on May 21, 2025; July 22, 2025; October 23,
2025; November 26, 2025; January 29, 2026; and March 11,
2026. The details of which are provided in the Corporate
Governance Report that forms an integral part of the
Board's Report. The maximum interval between any two
meetings did not exceed 120 days.

Committees

The Board of Directors of the Company has established
various Board committees to assist in discharging their
duties. These include the Audit Committee, Stakeholders'
Relationship Committee, ESG and Corporate Social
Responsibility Committee, Risk Management Committee
and Nomination and Remuneration Committee. The Board
has approved the terms of reference for each of these
committees. All the committees of the Board hold their
meetings at regular intervals and make their
recommendations to the Board from time to time as per
the applicable provisions of the Act and the SEBI Listing
Regulations.

The broad terms of reference of the said Committees are
stated in the Corporate Governance Report that forms an
integral part of this Report.

Annual Performance Evaluation

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board has carried out an Annual
Performance Evaluation of its own performance, as well as
the performance of its Committees, its Members including
Independent Directors, Executive Directors and the
Chairperson.

The Annual Performance Evaluation process has been
designed in such a manner which helps to measure
effectiveness of the entire Board, its Committees,
Chairperson and Individual Directors. Such processes help
in ensuring overall performance of the Board and
demonstrates a high level of Corporate Governance
Standards. There are various key performance areas and
evaluation criteria which are measured and analyzed during
the process, few of them are as below:

Sr.

No.

Performance evaluation of

Key performance areas/evaluation criteria

1.

Board as a whole

• Proper mix of competencies to conduct its affairs effectively.

• Appropriate mix of independent and non-independent Directors.

• Number and frequency of Board meetings is adequate to perform
its duties effectively.

2.

Committees

• Performance of the responsibilities as outlined in the charter and
applicable laws and regulations.

• Composition in terms of size, skills/expertise and experience, if
appropriate to perform its responsibilities.

• Efficiency in conduct of Meetings with sufficient time allocated on
significant or emerging issues.

3.

Chairperson

• Providing guidance to the Board on delineation of roles of the Board
and Management.

• Providing direction to the Board on aspects that are critical/of
strategic significance to the Company.

• Creating a cohesive environment to allow open and fair discussion.

Sr.

No.

Performance evaluation of

Key performance areas/evaluation criteria

4.

Executive Directors

• Understanding and knowledge of the Company and the sector it
operates in and staying abreast of the issues, trends, risks,
opportunities and competition affecting the Company.

• Understanding of duties, responsibilities, qualifications,
disqualifications and liabilities as a Director.

• Ensuring best Corporate Governance practices and compliance
with the applicable laws and regulations.

5.

Independent Directors

• Suitable business knowledge and understanding of the Industry in
which the Company operates.

• Exercising independent judgement and voicing opinion freely
without any influence.

• Understanding of governance, regulatory, financial, fiduciary and
ethical requirements of the Board / Committee.

The Board Members are apprised of the detailed
requirements of the law and are provided with an overview
of the process. The Nomination and Remuneration
Committee and the Board discusses the basis & various
criteria for the Board, Committees, Chairperson as well as
Executive and Independent Directors

The Evaluation for the financial year 2025-26 was
conducted through a detailed form capturing responses
from each Director, which were then recorded and
reported to the Nomination and Remuneration Committee
as well as the Board. The Chairperson had necessary
discussions with the Board Members about the
performance and the outcome of the evaluation process.

The Performance Evaluation results for the year reflected
highly satisfactory performance. The specific discussions
and feedback were discussed by the Chairperson. The
feedback for each of the committees/Board was discussed
at the Meetings of Nomination and Remuneration
Committee and the Board.

During the year under review, one Meeting of the
Independent Directors was held on January 29, 2026
without the presence of the Executive Directors. At the
said Meeting, the Independent Directors took note of
performance evaluation of Directors, the Board as a whole,
the performance of the Chairperson of the Company and
its Committees, and the quality, content and timeliness of
the flow of information between the Management and the
Board, based on the Performance Evaluation framework of
the Company. All the Independent Directors were present
at the aforesaid Meeting.

Company Policies

The Board of Directors of your Company, from time to
time, has framed and revised various Policies as per the
applicable Acts, Rules and Regulations and Standards of

better governance and administration of your Company.
Overview of the key policies, as approved by the Board of
Directors is as follows :

Nomination and Remuneration Policy: This Policy defines
the objective, scope, terms of reference and responsibilities
of the Nomination and Remuneration Committee in
establishing the criteria for qualifications, experience,
independence and positive attributes with respect to
appointment and remuneration of the Company's Directors,
Key Managerial Personnel and Senior Management
employees. The same is available on the website of the
Company at
https://www.colgatRinvestors.co.in/mRdia/
2136/nrc-policy.pdf.

Corporate Social Responsibility ('CSR') Policy: This Policy
sets out the role of the CSR Committee of the Board of
Directors, which includes identification of the areas where
the CSR activities will be performed, impact assessment,
evaluation of CSR activities, review the CSR spending
vis-a-vis the activities implemented and monitoring the
progress of CSR projects/ programs of the Company.

Risk Management Policy: This Policy provides the
framework for risk identification, risk assessment and
prioritization, prevention measures and other risk
management measures for the Company. The purpose of
timely risk assessment is to identify the strategic threats,
operational issues, compliance with laws and disclosure
obligations. In order to deliver value to our customers,
distributors, employees, communities, shareholders and
other stakeholders, it is inevitable to understand and
manage the risks faced by the Company.

Related Party Transactions Policy: This Policy regulates
the entry into transactions between the Company and its
related parties and the required corporate approvals as
per the laws and regulations applicable to the Company
from time to time.

Policy on Determination of Materiality of Event or
Information:
The objective of the Policy is to determine
the materiality of events or information of the Company
and to make disclosures of such events or information to
Stock Exchanges in a timely manner to ensure good
corporate governance.

Records Management Policy: This Policy establishes
general guidelines for retaining, preserving and archiving
important documents and information. The Archival Policy
forms part of the Records Management Policy.

Code of Conduct for Prevention of Insider Trading:

Insider trading refers to trading in the securities of a
Company by its directors, employees or other persons so
as to make a profit or avoid any loss, on the basis of
unpublished price sensitive information known only to
them and not to the general body of shareholders. In order
to deal with insider trading in securities, your Company
has framed a Code of Conduct on prohibition of Insider
Trading.

Dividend Distribution Policy: This Policy sets the
parameters & describes the internal and external factors
which are considered by the Board of Directors for the
purpose of declaration of dividend.

Policy on Retirement of Directors: This Policy lays down
the age criteria for retirement of Directors on the Board of
the Company. The criterion for age is desirable to allow
smooth retirement for the purpose of succession planning
and further to induct requisite skills and competencies on
the Board of the Company with appropriate continuity.

Public Policy Advocacy: This Policy deals with laying
down a standardized approach while making interactions
and /or representations to the Government / Regulatory
Authorities. The Company may offer opinions and
recommendations to governments on particular issues to
support its business goals and needs.

Board Diversity Policy: The Company recognizes the
importance and benefits of having a diverse Board to
enhance the quality of its performance. This Policy
encompasses diversity of perspective, experience, skills,
education, background, ethnicity, gender and personal
attributes. This policy ensures that we have optimum
composition of Board Members with diverse experience
and skill sets to achieve the objectives of the organization.

The aforesaid Policies are available in the Investors Section
on the website of the Company at
https://www.colgate
investors.co.in/policies

Vigil Mechanism

The Company upholds a robust Vigil Mechanism,
seamlessly integrated with its comprehensive Code of
Conduct to guide daily business practices. The Code of
Conduct of the Company serves as a guide for daily
business interactions, reflecting the Company's standard
for appropriate behaviour and living corporate values. It
holds universal applicability, extending not only to Directors,
Officers, and employees but also to every vendor and
supplier associated with Colgate. Adherence to the Third
Party Code of Conduct is a non-negotiable requirement for
any collaborative engagement with the Company. The
Code of Conduct Hotline is available on the Company's
website to report any concerns about unethical behaviour,
any actual or suspected fraud or violation of the
Company's Code of Conduct. No adverse action will be
taken against anyone for complaining about, reporting,
participating or assisting in the investigation of a suspected
violation of the Code of Conduct, unless the allegation
made or information provided is found to be intentionally
false. The Company is committed to continuous education
on ethical standards, conducting regular training and
awareness programs through both digital and in-person
formats. These efforts are complemented by innovative
mailers and reinforced through frequent communications
from Senior Leadership, who highlight the critical
importance of ethical compliance.

The status of the Code of Conduct complaints is provided
in the Audit Committee Meetings ('ACM') and appropriate
actions along with an Action Taken Report is presented in
ACM and are discussed at length. Any specific suggestion/
feedback from the Committee is actioned upon.

The Code of Conduct is available athttps://www.colgate
palmolive.com/en-us/who-we-are/governance/code-of-
conduct

Public Deposits

During the financial year 2025-26, your Company has not
accepted any Public Deposits under Chapter V of the Act.

Unpaid/Unclaimed Dividend

In terms of the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016, an amount of 5 4.33 Crores of unpaid/
unclaimed dividends were transferred during the financial
year 2025-26 to the Investor Education and Protection
Fund (IEPF).

The due date for transfer of unpaid dividend to IEPF for
subsequent years is provided in the Corporate
Governance Report on page no. 238.

Loan, Guarantees and Investment

Particulars of loans, guarantees and investment made by
the Company pursuant to Section 186 of the Act are given
in Note Nos. 4 and 11 to the Financial Statements.

Related Party Contracts & Arrangements

All related party transactions entered by the Company
during the financial year 2025-26 were at arm's length and
in the ordinary course of business. All related party
transactions were reviewed and approved by the Audit
Committee. During the financial year 2025-26, the
Company has not entered into any material related party
transaction as per the SEBI Listing Regulations with any of
its related parties. Disclosures pursuant to the Accounting
Standards on related party transactions have been made
in the notes to the Financial Statements. To regulate
related party transactions, the Company has also framed a
Policy on Related Party Transactions and the same is
available on the Company's website at
https://www.colgate
investors.co.in/policies

The Audit Committee approves the related party
transactions and wherever it is not possible to estimate
the value, approves the limit for the financial year, based
on best estimates. There are no materially significant
related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict
with the interests of the Company at large.

As there were no related party transactions which were
not in the ordinary course of the business or not on arm's
length basis and also since there was no material related
party transaction as stated above, disclosure under
Section 134(3)(h) of the Companies Act, 2013 in Form
AOC-2 is not applicable. For more details on Related Party
Transactions which are in ordinary course of business and
on arm's length basis, please refer Note No. 37 of Financial
Statements.

Statutory Auditor

M/s. S R B C & CO LLP, Chartered Accountants, Mumbai
(ICAI Firm Registration No. 324982E / E300003), were
appointed as Statutory Auditors of the Company for a
second term at the 81st Annual General Meeting (AGM) of
the Company held on July 28, 2022, for a period of 5 (five)
consecutive years from the conclusion of the 81st AGM till
the conclusion of the 86th AGM.

The Audit report for the financial year 2025-26 does not
contain any qualification, reservation or adverse remarks.
Further, during the financial year 2025-26, the Statutory
Auditors have not reported any instances of fraud to the

Audit Committee or Board as per Section 143(12) of the
Act. The Audit Committee periodically reviews the
independence of Auditors through quarterly affirmations,
review of non-audit services, internal checks and balances
to mitigate conflict of interest.

Secretarial Auditor & Secretarial Audit
Report

As per Regulation 24A of the SEBI Listing Regulations, on
the basis of recommendation of Board of Directors,
M/s. Dholakia & Associates LLP (ICSI Unique Code:
P2014MH034700, FCS No. 10032, COP No. 12884), were
appointed as the Secretarial Auditors of the Company at
the 84th Annual General Meeting (AGM) of the Company
held on July 22, 2025, for a period of 5 (five) consecutive
years commencing from the financial year 2025-26 (i.e.,
April 1, 2025) till the financial year 2029-30.

The Secretarial Audit Report in Form MR-3 is attached as
Annexure 5 to this Report.

The Secretarial Audit Report for the Financial Year 2025-26
does not contain any qualification, reservation or adverse
remarks. During the financial year 2025-26, the Secretarial
Auditors have not reported any instances of fraud under
Section 143(12) of the Act.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial
year 2025-26 for all applicable compliances as per SEBI
Regulations and Circulars/ Guidelines issued thereunder.
The Annual Secretarial Compliance Report has been
submitted to the stock exchanges within 60 days from the
end of the financial year under review. The Annual
Secretarial Compliance Report is available on the
Company's website at
https://www.colgatRinvestors.co.in/
colgateinvestorsadmin/UploadedFile/NotificationToStockE
xchanges/ se-intimation-ascr-220526 9e3ec21d66.pdf

Cost Auditor and Cost Records

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148 of
the Act are not applicable for the business activities
carried out by the Company.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the
Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company has been placed on the
website of the Company and can be accessed at
https://www.colgatRinvRstors.co.in/annual-rRport.

Significant and Material Orders Passed by
the Regulators or Courts

During the financial year 2025-26, there were no
significant or material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status
and operations of the Company in the future.

Material Changes affecting the Company

There have been no material changes and commitments
affecting the financial position of the Company between
the end of the financial year and date of this report.

Compliance with Secretarial Standards

Your Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Board and General Meetings.

Adequacy of Internal Financial Controls

Your Company has an adequate and talented team of
internal audit that oversees the internal financial
processes, policies, and recommends robust internal
financial controls from time to time. These
recommendations help to put in place checks on the
implementation of the internal financial controls, policies &
procedures that are adopted by the Company for ensuring
an orderly and efficient conduct of its business.

These internal financial controls help in safeguarding
assets, prevention & detection of frauds and/or errors,
maintaining the accuracy and completeness of the
accounting & financial records. These controls help in the
timely preparation of transparent, complete and accurate
financial information and statements as per the
accounting standards and principles laid down. The Audit
Committee of your Company evaluates the internal
financial controls system periodically. The detailed note on
Internal Controls is provided in Management Discussion
and Analysis on page no. 253.

General

No application has been made under the Insolvency and
Bankruptcy Code, 2016. Hence, the requirement to disclose
the details of the application made or any proceeding
pending under the said Code during the year along with
their status as at the end of the financial year is not
applicable.

The requirement to disclose the details of the difference
between the amount of the valuation done at the time of
one-time settlement and the valuation done while taking a
loan from the Banks or Financial Institutions along with the
reasons thereof, is not applicable.

The Company has not resorted to any buy back of its
shares during the year under review.

Awards and Accolades

During the financial year 2025-26, the Company received
several key awards and accolades. For a detailed list of
additional awards, please refer to the 'Awards' section of
this Report.

• Research and Development
Colgate Visible White Purple

Oral Care Product of the Year - Flipkart GlamUp 2025

• Brand Campaign Awards

Colgate Oral Health Movement Abbys 2025

Gold-Innovative Use of Integrated Media (Use of Media)
Gold-Innovative Use of Emerging Technology (Specialist
Categories)

• ET BrandEquity KALEIDO AWARDS 2025

Recognized amongst the top three 'Best Integrated PR
and Marketing Campaigns' for the year

• Sustainability Awards

Recognized as a Champion of Circular Revolution at the
ET Edge GSA Transformation Series Conclave 2025.

HR AWARDS

• ET NOW Best Organizations to Work For 2025

Recognized under the theme "People. Purpose.
Possibility."

• Ethical Workplace Award: CecureUs Awards 2025¬
2026

The HR team at our Sri City manufacturing unit has
been recognized at the CecureUs Awards 2025-2026
under the Ethical Workplace - Code of Conduct
category, acknowledging a culture rooted in integrity,
trust, and accountability.

SOCIAL IMPACT AWARDS

• Flagship CSR initiative of Uttar Pradesh in 2025 -
Colgate Bright Smiles, Bright Futures®

Recognised by Smt. Anandiben Patel, Hon'ble Governor
of Uttar Pradesh State & Invest UP

• India's Leading ESG Entities 2026

Dun & Bradstreet

• ESG Leader Category 2025

National Stock Exchange (NSE) Ranking

• Best CSR Project - Colgate Bright Smiles, Bright
Futures®

Bharat CSR & Sustainability Summit & Awards 2025

• Most Impactful Public Health Programme of the
Year 2025 - Colgate Oral Health Movement

India CSR Awards 2025

• Ray of Hope Award - Employee Volunteering

Karma Summit Asia 2025

• Best Water Conservation Initiative (Silver) and Best
Livelihood Initiative (Silver)

CSR Times 2025

• Best Waste Management Initiative & Best Women
Empowerment Initiatives 2025

Global CSR & ESG Awards 2025

• Best Waste Management Initiative (Gold)

CSR Times 2025

Acknowledgements

Your Directors wish to convey their deepest appreciation
for the unstinted dedication, professionalism, commitment
and resilience displayed by the Company's employees at
all levels and business partners, customers, vendors etc.
Your Directors also wish to express their gratitude towards
the Shareholders for their continued trust, support and
confidence.

For Colgate-Palmolive (India) Limited

Prabha Narasimhan M. S. Jacob

Managing Director & Whole-time Director &

Place: Mumbai Chief Executive Officer Chief Financial Officer

Date: May 22, 2026 (DIN : 08822860) (DIN : 07645510)

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