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 athttps://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:
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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 athttps://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 athttps://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 athttps://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 athttps://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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