Your Directors are pleased to present their 85th Report and Audited Financial Statements of the Company for thefinancial 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
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 OutstandingAccount
0.52
1.07
Appropriation :
Dividend
(1,387.13)
(1,631.92)
Dividend Distribution Tax
-
Balance carried forward
1,177.56
Reported Net Sales for the financial year 2025-26 stood at 5 5,983.57 Crores against 5 5,999.20 Crores of previous yearreflecting a marginal decrease of 0.3%. Reported Net Profit after tax for the financial year 2025-26 is 5 1,325.31 Croresresulting in a decrease of 7.8% over the previous year.
Despite the challenging business and economic environment, your Company continues to sustain its leadership positionin both the Toothpaste and Toothbrush categories during the financial year 2025-26.
During the year under review, the Authorised Share Capital of the Company stood at 5 137 Crores divided into1,37,00,00,000 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 27,19,85,634Ordinary (Equity) shares of 5 1 each. There was no change in the issued, subscribed and paid-up Share Capital of theCompany during the year under review.
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
22.05.2026
17.06.2026
Considering the declaration of two interim dividends for thefinancial year 2025-26, the Board of Directors has notrecommended a final dividend for the financial year 2025-26.
The Company declares and pays dividend in Indianrupees. In terms of the requirements of the applicableIncome Tax Act, the Company has made the payments ofDividend after deducting the Tax at Source, as applicable.The dividend remittance outside of India is governed byIndian laws on Foreign Exchange and is also subject todeduction of Tax at Source, as applicable.
During the financial year, no amount was transferred to thegeneral reserves.
During the financial year, no shares with differential votingrights and sweat equity shares were issued.
Year after year, our innovation journey continues to evolvein step with changing consumer needs. In Financial Year2025-26, we introduced a range of products that raisedthe bar, set new benchmarks, and continued to shapetrends across categories.
Colgate Strong Teeth: Relaunched nationally, India's mosttrusted toothpaste was upgraded with a superior sensorialexperience and a fresher flavour profile enjoyed by theentire family. Powered by Arginine and Calcium BoostTechnology, it continues to deliver 24-hour protectionagainst cavities. The relaunch was phased across regionsand supported by a campaign film highlighting its strong,enjoyable taste.
Brilliant Star Toothbrush: Strategically expanding ourpresence in the 'Admirable Impressions' segment, BrilliantStar bridges the gap between core oral care and premiumwhitening. It features a Polishing Star, multi-height bristlesto help remove surface stains, and an integrated tonguecleaner, making it a high-performance upgrade for value¬seeking consumers. With strong performance in traditionaltrade, its beauty-forward appeal and accessible pricing ishelping drive premiumization.
Colgate Visible White Purple Serum: The launch of theColgate Visible White Purple Serum marks a category¬defining expansion into Oral Beauty, transforming teethwhitening into an on-demand grooming ritual. Grounded incolor theory, concentrated purple pigments neutralizeyellow tones for an instant color-correcting boost. Thisnon-foaming, enamel-safe formula, enhanced with Mint
and Yuzu notes, integrates seamlessly into any groomingroutine or serves as a quick touch-up. Built on the successof the Purple Toothpaste, it reinforces our commitment topremiumization and science-backed aesthetics.
Palmolive Moments Body Wash Range: The PalmoliveMoments range elevates the daily shower into a therapeutic,sensorial experience through patented fragrancetechnologies. The three variants, Mindful Awake, WorkoutFresh, and Restful Sleep, are powered by VivaScentz™,MoodScentz™, and Meta Sleep Tech™ respectively. With100% natural extracts and no parabens or silicones, thesepH-balanced washes deliver long-lasting signaturefragrances of up to 6-8 hours. Designed for modernlifestyles, 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 asignificant step forward with Colgate Total Plaque.Engineered with a powerful Amino Foam and Zinc complex,this formulation releases 3x more plaque along the gumlinecompared to a regular fluoride toothpaste*. Additionally, itcontains Zinc minerals that contribute to stronger andhealthier gums. This product is designed to move Indianconsumers toward a more rigorous, science-led oralhygiene ritual.
Colgate Kids Squeeze Toothpaste: Designed for childrenaged 3-6, this range combines effective cavity protectionwith an engaging brushing experience. Available inStrawberry and Watermelon flavours, it comes in an easy-to-squeeze bottle for small hands. The formula featuresColgate's Sugar Acid Shield and is gluten-free, vegan, andparaben-free. Certified by the Indian Dental Associationand trusted by parents, it makes brushing an enjoyabledaily habit while keeping young smiles fresh and strong.
During the financial year under review, there has been nochange in the nature of business of the Company.
Your Company does not have any Subsidiary or JointVenture or Associate Company.
As a leading oral care Company in India, your Companychampions optimism and amplifies Sustainability effortsto 'reimagine a healthier future for all its people and theplanet.' We are dedicated to executing our strategy tocreate shared, sustainable value for all stakeholders. Ourcommitment to responsible growth and sustainability
*Over three months of continuous use
remains unwavering and is visible through social impactinitiatives like Colgate Bright Smiles, Bright Futures®, andKeep India Smiling programs on scholarship, womenempowerment, water and waste management. Wecontinuously realign our practices to innovate for good as'everyone deserves a future to smile about.' This is our fifthyear of publishing the Environmental, Social and Governance('ESG') Report and Business Responsibility and SustainabilityReport ('BRSR'), showcasing our ESG progress, empoweringstakeholders to make informed decisions and reinforcingour dedication to trust and transparency.
Environment: Our Company is committed to ensuring thatconsumers enjoy numerous benefits from using oursustainable products. We validate our product developmentprocess through consumer feedback gathered from variouschannels, constantly improving our processes and systems.Insights from customer satisfaction surveys combined withenhanced employee skills, drive our product innovations.Additionally, we have implemented a follow-up monitoringmechanism to ensure corrective actions are taken, providingsafe, sustainable, and high-quality products to all ourconsumers. To achieve the goal of delivering innovative andsustainable products, we are focused on the followingpriority areas: Usage of recycled content and eliminateusage of plastics in packaging.
Social: Our people are our greatest asset, and we prioritizebuilding strong relationships to create a resilient, innovative,and future-ready workforce. The Company fosters a workculture that encourages creativity and employee-driveninnovation, aligning with our purpose of 'reimagining a betterfuture for people and the planet.' Our inclusive HR policiesand practices ensure a safe and supportive workenvironment for all employees. We inspire trust by offeringfair and competitive remuneration, rewards, benefits, learningopportunities, career growth, and work flexibility, helping usretain and attract employees who share our values.
Additionally, through our Corporate Social Responsibilityinitiatives we endeavour to create a meaningful impact onthe millions of lives we touch. We organize our CSRinitiatives under three thematic areas: Oral HealthcareEducation, Keep India Smiling, and Water Access,Augmentation & Waste Management Program. Throughthese programs, we focus on enlightening school childrenthrough oral health education and tobacco preventionsensitization, empowering women through livelihoods,financial and digital literacy and providing communitieswith 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 responsibledisposal along with education to children and communitieson responsible waste management practices.
Governance : The Company champions long-term valuecreation for all its stakeholders through robust and fairgovernance mechanisms. Our governance structures,founded on integrity and transparency, ensure that ethicalstandards are upheld throughout the business. Actingethically is imperative as we strive to comply with allapplicable laws while conducting business globally. Guidedby a highly engaged board and management, we ensurethat sustainability is closely integrated with ourgovernance mechanisms, reinforcing our commitment toresponsible and ethical business practices.
Our 2026 Sustainability and Social Impact Strategy isguided by three key pillars: Driving Social Impact, HelpingMillions of Homes, and Preserving our Environment,abbreviated as S-MIL-E. Our focus is on promotinghealthier lives, contributing to the communities where weoperate, and growing the business with innovative,sustainable products. We are committed to conservingearth's resources, addressing climate change, and ensuringthe well-being of our planet for future generations. Theseprinciples drive all our plans and actions, reflecting ourdedication to sustainability and making a positive impact.
Colgate-Palmolive (India) Limited demonstrates a strongcommitment to ESG principles, highlighted by significantachievements across environmental stewardship, socialimpact, and governance. All four manufacturing sitesmaintain TRUE® Zero Waste Platinum certification and NetZero Water status, underscoring a dedication to resourceefficiency. The Company is making notable progresstowards its 2040 Net Zero Carbon goal, currently utilizing50.38% renewable electricity and achieving 95% recyclablepackaging, with 100% of our toothpaste portfolio, byvolume, having transitioned to recyclable tubes.
In line with the requirements of Securities and ExchangeBoard of India ('SEBI'), your Company took a proactiveapproach in adopting Business Responsibility andSustainability Reporting ('BRSR') for the financial year 2021¬22, a year in advance of it becoming a mandatoryrequirement. BRSR ensures that our investors have accessto relevant information and disclosures with regard to ourperformance on ESG parameters. Your Company believesin conducting its business activities in a responsible andsustainable manner.
Your Company has always been steadfast in embeddingESG across all the functions of the Company. To showcaseour commitment towards sustainable development, yourCompany has incorporated transparent reporting practiceswith regard to ESG responsibilities. BRSR Report illustratesthe Company's efforts towards creating a long term valuefor all stakeholders in a responsible manner. The BRSRReport for the financial year 2025-26 forms an integral partof this Report and is attached as Annexure 6.
In terms of the requirements of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015 ('the SEBI Listing Regulations') and SEBI CircularSEBI/HO/CFD/CFD - SEC-2/P/CIR/2023/122 dated July 12,2023, the Company is required to undertake reasonableassurance 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 PrivateLimited ('DNV') as the Assurance Provider on BRSR Core forthe financial year 2025-26.
A Reasonable Assurance Report on BRSR Core of theCompany for the financial year 2025-26 is annexedherewith as Annexure 7.
The Company is committed to ensure the well-being ofthe community and environment in which it operates.Corporate Social Responsibility ('CSR') forms an integralpart of our business activities. The Company's CSR Policyalso reflects the Company's commitment towards societyand environment. The CSR initiatives are carried out by theCompany through a variety of effective programs inaccordance with the requirements of Section 135 andSchedule VII of the Companies Act, 2013, and rules madethereunder ('the Act') in partnership with reputed NGOsand agencies. The ESG and Corporate Social ResponsibilityCommittee and the Board of Directors closely review andmonitor, from time to time, the various CSR activitiesundertaken by the Company. The key CSR programsundertaken by your Company during the financial year2025-26 are:
1. Colgate Bright Smiles, Bright Futures® - with BharatCares, Social Network Foundation, Tarq Foundationand Oral Health Promotion Foundation
2. Water Augmentation for Livelihoods & WomenEmpowerment - with Seva Mandir;
3. Keep India Smiling Scholarship Program - withBuddy4Study India Foundation;
4. Waste Management Program - with Nepra Foundation;and
5. Financial and Digital Literacy Program - withHaqdarshak, NIIT Foundation and Seva Mandir
As per the requirements of Section 135 of the Act, theCompany was required to spend an amount of 5 34.36Crore 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 iscontained in the Annual CSR Report which forms anintegral part of this Report and is annexed as Annexure 2.
The contents of the CSR Policy as well as the CSR programsundertaken by the Company are available on theCompany's website athttps://www.colgateinvestors.co.in/pdf/csr-policy.pdf.
Pursuant to Section 134(5) of the Companies Act, 2013,your Company's Board of Directors, based on therepresentations received from the Management and tothe best of its knowledge and ability, confirm that :
• in the preparation of the Annual Accounts for thefinancial year ended March 31, 2026, the applicableAccounting Standards have been followed along withproper explanation relating to material departures;
• they have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany as at March 31, 2026 and of the profit andloss of the Company for that period;
• they have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities;
• the Annual Accounts have been prepared on a 'goingconcern' basis;
• they have laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adequate and operating effectively; and
• they have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
In the past year, Colgate-Palmolive (India) Limited hasupheld its belief that employees are our most valuableasset, fostering a positive, harmonious, and productiveenvironment. Under the SHAPE ('Strategic and HolisticApproach for People Excellence') framework, we havereflected and refreshed our strategic initiatives to enhancecommunication, engagement, inclusion, and well-being.Our positive and harmonious relationships with theworkforce and labor unions reflect this commitment on anongoing basis.
We continue to maintain open and transparentcommunication through 'My Voice,' a grievance redressalplatform at our plant sites encouraging employeefeedback and suggestions. Regular committee meetings
and listening sessions with site leaders further ensureopen communication at our plants.
Recognizing the importance of continuous learning, weleveraged training programs focusing on Anti-Bribery,Prevention of Sexual Harassment (POSH), Safety, Quality,and other core areas. AI upskilling became a core focusarea this year, including for shop floor employees. Ourdevelopment program Gurukul RISE has been instrumentalin nurturing talent and upgrading skills in the Salesfunction.
Fostering an Inclusive Culture remains central to ourapproach. Our life stage support-related counselingframework continues to successfully increase inclusionand address career breaks on the shop floor. Employeehealth and well-being remain top priorities, with theEmployee Assistance Program, Live Better initiatives, andwell-being principles offering ongoing support.
As we advance into the next financial year, we arededicated to further enhancing employee relations throughSHAPE, My Voice, listening sessions and additional initiatives.
As on March 31, 2026, the total number of employees were2,276.
The detailed description of the Employee Initiatives takenby the Company are included in the ManagementDiscussion and Analysis on page no. 252
Our organization maintains an unwavering stance against allforms of harassment and discrimination, including but notlimited to sexual harassment. We strongly encourageemployees to voice their concerns and report any incidentsof harassment to the Internal Committee (IC) under SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 (POSH) act or otherrelevant position holders in the organization without anyhesitation.
To further reinforce our commitment on POSH, we haveimplemented a comprehensive Policy on the Prevention ofSexual Harassment. This Policy is meticulously reviewedand updated by the IC at regular intervals to ensure itscontinued relevance and effectiveness. When a complaintis lodged with the IC, it is handled with the utmost fairnessand confidentiality. We are resolute in our stance againstany form of retaliation towards employees who comeforward with complaints. Our goal is to foster a safe andrespectful workplace where every individual feels secureand valued.
The following is a summary of Sexual Harassmentcomplaint(s) received and disposed of during the Financial
Year 2025-26, pursuant to the POSH Act and Rules framedthereunder:
No. of
Complaints
Number of Complaints carried forwardfrom last year (FY 2024-25)
0
Number of Complaints filed during theFinancial Year (FY 2025-26)
6
Number of Complaints pending for morethan 90 Days
Number of Complaints disposed ofduring the Financial Year (FY 2025-26)
5
Number of Complaints pending as on theend of the Financial Year (FY 2025-26)
1*
*One pending complaint as on March 31, 2026 was resolved as on thedate of this Report.
The Company is in compliance with the provisions of theMaternity Benefit Act, 1961 for the financial year underreview.
Information as per Section 197 of the Act read with theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 is provided in Annexure 4 to thisReport.
The statement containing the names of top ten employeesin terms of remuneration drawn and the particulars ofemployees as required under Section 197(12) of the Act readwith Rule 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014forms an integral part of this Report and will be madeavailable on request sent to the dedicated email address ofthe Company at cpilagm@colpal.com.
Your Directors wish to record appreciation of thecontinued, unstinted support and cooperation from itsretailers, stockists, suppliers of goods/ services, clearingand forwarding agents and all others associated with it.Your Company will continue to build and maintain a strongassociation with its business partners and trade associates.
The information required under Section 134(3)(m) of theAct read with the Companies (Accounts) Rules, 2014 withrespect to conservation of energy, technology absorptionand foreign exchange earnings/outgo is attached asAnnexure 3 to this Report.
A separate report on Corporate Governance laying downthe Company Philosophy on the Corporate Governance aswell as all the disclosures as required under the SEBI ListingRegulations along with the Auditors' Certificate on itscompliance with the corporate governance requirementsunder the SEBI Listing Regulations forms an integral part ofthis Report and is annexed as Annexure 1.
As on March 31, 2026, the Board comprised of one Non¬Executive Director, two Executive Directors and fiveIndependent Directors. Out of the eight Directors on theBoard, there are three Women Directors.
Since April 1, 2025 till the date of this Report, the followingchanges have taken place in the Board of Directors andthe Key Managerial Personnel:
• Cessation of Mr. Surender Sharma (DIN: 02731373) asWhole-time Director - Legal & Company Secretary ofthe Company with effect from close of business hourson October 27, 2025; and
• Appointment of Mr. Jaikishan Shah (Membership No:A34948) as the Company Secretary and ComplianceOfficer of the Company designated as Key ManagerialPersonnel, with effect from November 26, 2025.
The Board places on record its sincere appreciation toMr. Surender Sharma for his valuable contributions duringhis tenure as Whole-time Director - Legal & CompanySecretary of the Company.
The Board of Directors, upon the recommendation of theNomination and Remuneration Committee at its meetingheld on November 26, 2025 and considering the expertiseand experience of Mr. Jaikishan Shah approved hisappointment as the Company Secretary and ComplianceOfficer.
Pursuant to the provisions of Section 152 of the Act,Ms. Prabha Narasimhan (DIN: 08822860), ManagingDirector & Chief Executive Officer of the Company, retiresby rotation at the ensuing Annual General Meeting andbeing eligible, has offered herself for re-appointment.Based on the recommendation of the Nomination andRemuneration Committee, the Board recommends herre-appointment.
Further, pursuant to the provisions of Sections 196, 197, 203and other applicable provisions of the Act, it is proposedto re-appoint Mr. Jacob Sebastian Madukkakuzy(DIN: 07645510) as the Whole-time Director & ChiefFinancial Officer of the Company, liable to retire by
rotation, for a further period of 5 (five) consecutive yearseffective October 28, 2026 to October 27, 2031. Based onthe recommendation of the Nomination and RemunerationCommittee and the Audit Committee, the Boardrecommends his re-appointment.
The brief profiles of Ms. Prabha Narasimhan andMr. M. S. Jacob are given on page nos. 200-202 of thisReport and are also available on the Company's websiteat https://www.colgateinvestors.co.in/
Further, details of Ms. Narasimhan and Mr. Jacob asrequired under Regulation 36(3) of the SEBI ListingRegulations and SS - 2 (Secretarial Standards on GeneralMeetings), are provided at the end of the Notice conveningthe 85th Annual General Meeting.
As on March 31, 2026, Ms. Prabha Narasimhan, ManagingDirector and Chief Executive Officer, Mr. M.S. Jacob,Whole-time Director & Chief Financial Officer andMr. Jaikishan Shah, Company Secretary and ComplianceOfficer were the Key Managerial Personnel of the Company.
The Company has received the necessary disclosuresunder the Act and the SEBI Listing Regulations includingdeclarations from all Independent Directors that they meetthe criteria of independence as laid down under Section149(6) of the Act and the SEBI Listing Regulations. Theyhave complied with the Code for Independent Directorsprescribed under Schedule IV to the Act and they haveregistered themselves with the Independent Directors'Database maintained by the Indian Institute of CorporateAffairs. In the opinion of the Board, the IndependentDirectors fulfill the conditions specified in the SEBI ListingRegulations and are independent of the management.Further, the Independent Directors possess integrity andnecessary expertise and experience (including theproficiency) which bring tremendous value to the Boardand to the Company.
The Company has a Directors and Officers LiabilityInsurance Policy which protects Directors and Officers ofthe Company for any breach of fiduciary duty.
The Company conducts familiarization programs forIndependent Directors with regard to their roles, rightsand responsibilities towards the Company. Detailedpresentations are made to the Board and its Committeesfrom time to time.
Gist of familiarization programs conducted during thefinancial 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 andmitigation 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 theIndependent Directors during the financial year 2025-26are disclosed on the Company website from time to timeat http://www.colgateinvestors.co.in/policies. The saiddetails also form part of the Corporate Governance Reportannexed to this Report.
During the financial year 2025-26, 6 (six) Board meetingswere 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 CorporateGovernance Report that forms an integral part of theBoard's Report. The maximum interval between any twomeetings did not exceed 120 days.
The Board of Directors of the Company has establishedvarious Board committees to assist in discharging theirduties. These include the Audit Committee, Stakeholders'Relationship Committee, ESG and Corporate SocialResponsibility Committee, Risk Management Committeeand Nomination and Remuneration Committee. The Boardhas approved the terms of reference for each of thesecommittees. All the committees of the Board hold theirmeetings at regular intervals and make theirrecommendations to the Board from time to time as perthe applicable provisions of the Act and the SEBI ListingRegulations.
The broad terms of reference of the said Committees arestated in the Corporate Governance Report that forms anintegral part of this Report.
Pursuant to the provisions of the Act and the SEBI ListingRegulations, the Board has carried out an AnnualPerformance Evaluation of its own performance, as well asthe performance of its Committees, its Members includingIndependent Directors, Executive Directors and theChairperson.
The Annual Performance Evaluation process has beendesigned in such a manner which helps to measureeffectiveness of the entire Board, its Committees,Chairperson and Individual Directors. Such processes helpin ensuring overall performance of the Board anddemonstrates a high level of Corporate GovernanceStandards. There are various key performance areas andevaluation criteria which are measured and analyzed duringthe process, few of them are as below:
Performance evaluation of
Key performance areas/evaluation criteria
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 performits duties effectively.
Committees
• Performance of the responsibilities as outlined in the charter andapplicable laws and regulations.
• Composition in terms of size, skills/expertise and experience, ifappropriate to perform its responsibilities.
• Efficiency in conduct of Meetings with sufficient time allocated onsignificant or emerging issues.
Chairperson
• Providing guidance to the Board on delineation of roles of the Boardand Management.
• Providing direction to the Board on aspects that are critical/ofstrategic significance to the Company.
• Creating a cohesive environment to allow open and fair discussion.
Executive Directors
• Understanding and knowledge of the Company and the sector itoperates 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 compliancewith the applicable laws and regulations.
Independent Directors
• Suitable business knowledge and understanding of the Industry inwhich the Company operates.
• Exercising independent judgement and voicing opinion freelywithout any influence.
• Understanding of governance, regulatory, financial, fiduciary andethical requirements of the Board / Committee.
The Board Members are apprised of the detailedrequirements of the law and are provided with an overviewof the process. The Nomination and RemunerationCommittee and the Board discusses the basis & variouscriteria for the Board, Committees, Chairperson as well asExecutive and Independent Directors
The Evaluation for the financial year 2025-26 wasconducted through a detailed form capturing responsesfrom each Director, which were then recorded andreported to the Nomination and Remuneration Committeeas well as the Board. The Chairperson had necessarydiscussions with the Board Members about theperformance and the outcome of the evaluation process.
The Performance Evaluation results for the year reflectedhighly satisfactory performance. The specific discussionsand feedback were discussed by the Chairperson. Thefeedback for each of the committees/Board was discussedat the Meetings of Nomination and RemunerationCommittee and the Board.
During the year under review, one Meeting of theIndependent Directors was held on January 29, 2026without the presence of the Executive Directors. At thesaid Meeting, the Independent Directors took note ofperformance evaluation of Directors, the Board as a whole,the performance of the Chairperson of the Company andits Committees, and the quality, content and timeliness ofthe flow of information between the Management and theBoard, based on the Performance Evaluation framework ofthe Company. All the Independent Directors were presentat the aforesaid Meeting.
The Board of Directors of your Company, from time totime, has framed and revised various Policies as per theapplicable Acts, Rules and Regulations and Standards of
better governance and administration of your Company.Overview of the key policies, as approved by the Board ofDirectors is as follows :
Nomination and Remuneration Policy: This Policy definesthe objective, scope, terms of reference and responsibilitiesof the Nomination and Remuneration Committee inestablishing the criteria for qualifications, experience,independence and positive attributes with respect toappointment and remuneration of the Company's Directors,Key Managerial Personnel and Senior Managementemployees. The same is available on the website of theCompany athttps://www.colgatRinvestors.co.in/mRdia/2136/nrc-policy.pdf.
Corporate Social Responsibility ('CSR') Policy: This Policysets out the role of the CSR Committee of the Board ofDirectors, which includes identification of the areas wherethe CSR activities will be performed, impact assessment,evaluation of CSR activities, review the CSR spendingvis-a-vis the activities implemented and monitoring theprogress of CSR projects/ programs of the Company.
Risk Management Policy: This Policy provides theframework for risk identification, risk assessment andprioritization, prevention measures and other riskmanagement measures for the Company. The purpose oftimely risk assessment is to identify the strategic threats,operational issues, compliance with laws and disclosureobligations. In order to deliver value to our customers,distributors, employees, communities, shareholders andother stakeholders, it is inevitable to understand andmanage the risks faced by the Company.
Related Party Transactions Policy: This Policy regulatesthe entry into transactions between the Company and itsrelated parties and the required corporate approvals asper the laws and regulations applicable to the Companyfrom time to time.
Policy on Determination of Materiality of Event orInformation: The objective of the Policy is to determinethe materiality of events or information of the Companyand to make disclosures of such events or information toStock Exchanges in a timely manner to ensure goodcorporate governance.
Records Management Policy: This Policy establishesgeneral guidelines for retaining, preserving and archivingimportant documents and information. The Archival Policyforms part of the Records Management Policy.
Insider trading refers to trading in the securities of aCompany by its directors, employees or other persons soas to make a profit or avoid any loss, on the basis ofunpublished price sensitive information known only tothem and not to the general body of shareholders. In orderto deal with insider trading in securities, your Companyhas framed a Code of Conduct on prohibition of InsiderTrading.
Dividend Distribution Policy: This Policy sets theparameters & describes the internal and external factorswhich are considered by the Board of Directors for thepurpose of declaration of dividend.
Policy on Retirement of Directors: This Policy lays downthe age criteria for retirement of Directors on the Board ofthe Company. The criterion for age is desirable to allowsmooth retirement for the purpose of succession planningand further to induct requisite skills and competencies onthe Board of the Company with appropriate continuity.
Public Policy Advocacy: This Policy deals with layingdown a standardized approach while making interactionsand /or representations to the Government / RegulatoryAuthorities. The Company may offer opinions andrecommendations to governments on particular issues tosupport its business goals and needs.
Board Diversity Policy: The Company recognizes theimportance and benefits of having a diverse Board toenhance the quality of its performance. This Policyencompasses diversity of perspective, experience, skills,education, background, ethnicity, gender and personalattributes. This policy ensures that we have optimumcomposition of Board Members with diverse experienceand skill sets to achieve the objectives of the organization.
The aforesaid Policies are available in the Investors Sectionon the website of the Company athttps://www.colgateinvestors.co.in/policies
The Company upholds a robust Vigil Mechanism,seamlessly integrated with its comprehensive Code ofConduct to guide daily business practices. The Code ofConduct of the Company serves as a guide for dailybusiness interactions, reflecting the Company's standardfor appropriate behaviour and living corporate values. Itholds universal applicability, extending not only to Directors,Officers, and employees but also to every vendor andsupplier associated with Colgate. Adherence to the ThirdParty Code of Conduct is a non-negotiable requirement forany collaborative engagement with the Company. TheCode of Conduct Hotline is available on the Company'swebsite to report any concerns about unethical behaviour,any actual or suspected fraud or violation of theCompany's Code of Conduct. No adverse action will betaken against anyone for complaining about, reporting,participating or assisting in the investigation of a suspectedviolation of the Code of Conduct, unless the allegationmade or information provided is found to be intentionallyfalse. The Company is committed to continuous educationon ethical standards, conducting regular training andawareness programs through both digital and in-personformats. These efforts are complemented by innovativemailers and reinforced through frequent communicationsfrom Senior Leadership, who highlight the criticalimportance of ethical compliance.
The status of the Code of Conduct complaints is providedin the Audit Committee Meetings ('ACM') and appropriateactions along with an Action Taken Report is presented inACM and are discussed at length. Any specific suggestion/feedback from the Committee is actioned upon.
The Code of Conduct is available athttps://www.colgatepalmolive.com/en-us/who-we-are/governance/code-of-conduct
During the financial year 2025-26, your Company has notaccepted any Public Deposits under Chapter V of the Act.
In terms of the provisions of Investor Education andProtection Fund (Accounting, Audit, Transfer and Refund)Rules, 2016, an amount of 5 4.33 Crores of unpaid/unclaimed dividends were transferred during the financialyear 2025-26 to the Investor Education and ProtectionFund (IEPF).
The due date for transfer of unpaid dividend to IEPF forsubsequent years is provided in the CorporateGovernance Report on page no. 238.
Particulars of loans, guarantees and investment made bythe Company pursuant to Section 186 of the Act are givenin Note Nos. 4 and 11 to the Financial Statements.
All related party transactions entered by the Companyduring the financial year 2025-26 were at arm's length andin the ordinary course of business. All related partytransactions were reviewed and approved by the AuditCommittee. During the financial year 2025-26, theCompany has not entered into any material related partytransaction as per the SEBI Listing Regulations with any ofits related parties. Disclosures pursuant to the AccountingStandards on related party transactions have been madein the notes to the Financial Statements. To regulaterelated party transactions, the Company has also framed aPolicy on Related Party Transactions and the same isavailable on the Company's website athttps://www.colgateinvestors.co.in/policies
The Audit Committee approves the related partytransactions and wherever it is not possible to estimatethe value, approves the limit for the financial year, basedon best estimates. There are no materially significantrelated party transactions made by the Company withPromoters, Directors, Key Managerial Personnel or otherdesignated persons which may have a potential conflictwith the interests of the Company at large.
As there were no related party transactions which werenot in the ordinary course of the business or not on arm'slength basis and also since there was no material relatedparty transaction as stated above, disclosure underSection 134(3)(h) of the Companies Act, 2013 in FormAOC-2 is not applicable. For more details on Related PartyTransactions which are in ordinary course of business andon arm's length basis, please refer Note No. 37 of FinancialStatements.
M/s. S R B C & CO LLP, Chartered Accountants, Mumbai(ICAI Firm Registration No. 324982E / E300003), wereappointed as Statutory Auditors of the Company for asecond term at the 81st Annual General Meeting (AGM) ofthe Company held on July 28, 2022, for a period of 5 (five)consecutive years from the conclusion of the 81st AGM tillthe conclusion of the 86th AGM.
The Audit report for the financial year 2025-26 does notcontain any qualification, reservation or adverse remarks.Further, during the financial year 2025-26, the StatutoryAuditors have not reported any instances of fraud to the
Audit Committee or Board as per Section 143(12) of theAct. The Audit Committee periodically reviews theindependence of Auditors through quarterly affirmations,review of non-audit services, internal checks and balancesto mitigate conflict of interest.
As per Regulation 24A of the SEBI Listing Regulations, onthe basis of recommendation of Board of Directors,M/s. Dholakia & Associates LLP (ICSI Unique Code:P2014MH034700, FCS No. 10032, COP No. 12884), wereappointed as the Secretarial Auditors of the Company atthe 84th Annual General Meeting (AGM) of the Companyheld on July 22, 2025, for a period of 5 (five) consecutiveyears 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 asAnnexure 5 to this Report.
The Secretarial Audit Report for the Financial Year 2025-26does not contain any qualification, reservation or adverseremarks. During the financial year 2025-26, the SecretarialAuditors have not reported any instances of fraud underSection 143(12) of the Act.
The Company has undertaken an audit for the financialyear 2025-26 for all applicable compliances as per SEBIRegulations and Circulars/ Guidelines issued thereunder.The Annual Secretarial Compliance Report has beensubmitted to the stock exchanges within 60 days from theend of the financial year under review. The AnnualSecretarial Compliance Report is available on theCompany's website athttps://www.colgatRinvestors.co.in/colgateinvestorsadmin/UploadedFile/NotificationToStockExchanges/ se-intimation-ascr-220526 9e3ec21d66.pdf
Maintenance of cost records and requirement of costaudit as prescribed under the provisions of Section 148 ofthe Act are not applicable for the business activitiescarried out by the Company.
Pursuant to Section 134(3)(a) and Section 92(3) of theCompanies Act, 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules, 2014,the Annual Return of the Company has been placed on thewebsite of the Company and can be accessed athttps://www.colgatRinvRstors.co.in/annual-rRport.
During the financial year 2025-26, there were nosignificant or material orders passed by the Regulators orCourts or Tribunals impacting the going concern statusand operations of the Company in the future.
There have been no material changes and commitmentsaffecting the financial position of the Company betweenthe end of the financial year and date of this report.
Your Company has complied with Secretarial Standardsissued by the Institute of Company Secretaries of India onBoard and General Meetings.
Your Company has an adequate and talented team ofinternal audit that oversees the internal financialprocesses, policies, and recommends robust internalfinancial controls from time to time. Theserecommendations help to put in place checks on theimplementation of the internal financial controls, policies &procedures that are adopted by the Company for ensuringan orderly and efficient conduct of its business.
These internal financial controls help in safeguardingassets, prevention & detection of frauds and/or errors,maintaining the accuracy and completeness of theaccounting & financial records. These controls help in thetimely preparation of transparent, complete and accuratefinancial information and statements as per theaccounting standards and principles laid down. The AuditCommittee of your Company evaluates the internalfinancial controls system periodically. The detailed note onInternal Controls is provided in Management Discussionand Analysis on page no. 253.
No application has been made under the Insolvency andBankruptcy Code, 2016. Hence, the requirement to disclosethe details of the application made or any proceedingpending under the said Code during the year along withtheir status as at the end of the financial year is notapplicable.
The requirement to disclose the details of the differencebetween the amount of the valuation done at the time ofone-time settlement and the valuation done while taking aloan from the Banks or Financial Institutions along with thereasons thereof, is not applicable.
The Company has not resorted to any buy back of itsshares during the year under review.
During the financial year 2025-26, the Company receivedseveral key awards and accolades. For a detailed list ofadditional awards, please refer to the 'Awards' section ofthis Report.
Oral Care Product of the Year - Flipkart GlamUp 2025
Colgate Oral Health Movement Abbys 2025
Gold-Innovative Use of Integrated Media (Use of Media)Gold-Innovative Use of Emerging Technology (SpecialistCategories)
Recognized amongst the top three 'Best Integrated PRand Marketing Campaigns' for the year
Recognized as a Champion of Circular Revolution at theET Edge GSA Transformation Series Conclave 2025.
Recognized under the theme "People. Purpose.Possibility."
The HR team at our Sri City manufacturing unit hasbeen recognized at the CecureUs Awards 2025-2026under the Ethical Workplace - Code of Conductcategory, acknowledging a culture rooted in integrity,trust, and accountability.
Recognised by Smt. Anandiben Patel, Hon'ble Governorof Uttar Pradesh State & Invest UP
Dun & Bradstreet
National Stock Exchange (NSE) Ranking
Bharat CSR & Sustainability Summit & Awards 2025
India CSR Awards 2025
Karma Summit Asia 2025
CSR Times 2025
Global CSR & ESG Awards 2025
Your Directors wish to convey their deepest appreciationfor the unstinted dedication, professionalism, commitmentand resilience displayed by the Company's employees atall levels and business partners, customers, vendors etc.Your Directors also wish to express their gratitude towardsthe Shareholders for their continued trust, support andconfidence.
Managing Director & Whole-time Director &
Place: Mumbai Chief Executive Officer Chief Financial Officer
Date: May 22, 2026 (DIN : 08822860) (DIN : 07645510)