To,
The Members,
Colgate-Palmolive (India) Limited
Your Directors are pleased to present their 85th Report and Audited
Financial Statements of the Company for the financial year ended March 31, 2026.
Financial Highlights
(Rs in Crores)
| 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 g 5,983.57
Crores against g 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 g 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 g 137 Crores divided into 1,37,00,00,000 Ordinary (Equity) Shares of g 1
each.
The issued, subscribed and paid-up Share Capital of the Company stood
at g 27.19 Crores divided into 27,19,85,634 Ordinary (Equity) shares of g 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 g 1 each:
| Sr. No. Name |
Per Share (in Rs) |
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
valueseeking 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 categorydefining 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 202122, a year in advance of it
becoming a mandatory requirement. BRSR ensures that our investors have access to relevant
information and disclosures with regard to our performance on ESG parameters. Your Company
believes in conducting its business activities in a responsible and sustainable manner.
Your Company has always been steadfast in embedding ESG across all the
functions of the Company. To showcase our commitment towards sustainable development, your
Company has incorporated transparent reporting practices with regard to ESG
responsibilities. BRSR Report illustrates the Company's efforts towards creating a long
term value for all stakeholders in a responsible manner. The BRSR Report for the financial
year 2025-26 forms an integral part of this Report and is attached as Annexure 6.
BRSR Core Assurance
In terms of the requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('the SEBI Listing Regulations') and SEBI
Circular SEBI/HO/CFD/CFD - SEC-2/P/CIR/2023/122 dated July 12, 2023, the Company is
required to undertake reasonable assurance of the BRSR Core for the financial year
2025-26.
The Board of Directors at its Meeting held on March 11, 2026 appointed
M/s. DNV Business Assurance India Private Limited ('DNV') as the Assurance Provider on
BRSR Core for the financial year 2025-26.
A Reasonable Assurance Report on BRSR Core of the Company for the
financial year 2025-26 is annexed herewith as Annexure 7.
Corporate Social Responsibility
The Company is committed to ensure the well-being of the community and
environment in which it operates. Corporate Social Responsibility ('CSR') forms an
integral part of our business activities. The Company's CSR Policy also reflects the
Company's commitment towards society and environment. The CSR initiatives are carried out
by the Company through a variety of effective programs in accordance with the requirements
of Section 135 and Schedule VII of the Companies Act, 2013, and rules made thereunder
('the Act') in partnership with reputed NGOs and agencies. The ESG and Corporate Social
Responsibility Committee and the Board of Directors closely review and monitor, from time
to time, the various CSR activities undertaken by the Company. The key CSR programs
undertaken by your Company during the financial year 2025-26 are:
1. Colgate Bright Smiles, Bright Futures? - with Bharat Cares, Social
Network Foundation, Tarq Foundation and Oral Health Promotion Foundation
2. Water Augmentation for Livelihoods & Women Empowerment - with
Seva Mandir;
3. Keep India Smiling Scholarship Program - with Buddy4Study India
Foundation;
4. Waste Management Program - with Nepra Foundation; and
5. Financial and Digital Literacy Program - with Haqdarshak, NIIT
Foundation and Seva Mandir
As per the requirements of Section 135 of the Act, the Company was
required to spend an amount of 5 34.36 Crore during the financial year 2025-26. During the
year, the Company spent an amount of 5 34.36 Crore.
A detailed description of the above programs / activities is contained
in the Annual CSR Report which forms an integral part of this Report and is annexed as
Annexure 2.
The contents of the CSR Policy as well as the CSR programs undertaken
by the Company are available on the Company's website at https://www.colgateinvestors.
co.in/pdf/csr-policy.pdf.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Company's
Board of Directors, based on the representations received from the Management and to the
best of its knowledge and ability, confirm that :
• in the preparation of the Annual Accounts for the financial year
ended March 31, 2026, the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;
• they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2026 and
of the profit and loss of the Company for that period;
• they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
• the Annual Accounts have been prepared on a 'going concern'
basis;
• they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and operating
effectively; and
• they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Human Resources
In the past year, Colgate-Palmolive (India) Limited has upheld its
belief that employees are our most valuable asset, fostering a positive, harmonious, and
productive environment. Under the SHAPE ('Strategic and Holistic Approach for People
Excellence') framework, we have reflected and refreshed our strategic initiatives to
enhance communication, engagement, inclusion, and well-being. Our positive and harmonious
relationships with the workforce and labor unions reflect this commitment on an ongoing
basis.
We continue to maintain open and transparent communication through 'My
Voice,' a grievance redressal platform at our plant sites encouraging employee feedback
and suggestions. Regular committee meetings
and listening sessions with site leaders further ensure open
communication at our plants.
Recognizing the importance of continuous learning, we leveraged
training programs focusing on Anti-Bribery, Prevention of Sexual Harassment (POSH),
Safety, Quality, and other core areas. AI upskilling became a core focus area this year,
including for shop floor employees. Our development program Gurukul RISE has been
instrumental in nurturing talent and upgrading skills in the Sales function.
Fostering an Inclusive Culture remains central to our approach. Our
life stage support-related counseling framework continues to successfully increase
inclusion and address career breaks on the shop floor. Employee health and well-being
remain top priorities, with the Employee Assistance Program, Live Better initiatives, and
well-being principles offering ongoing support.
As we advance into the next financial year, we are dedicated to further
enhancing employee relations through SHAPE, My Voice, listening sessions and additional
initiatives.
As on March 31, 2026, the total number of employees were 2,276.
The detailed description of the Employee Initiatives taken by the
Company are included in the Management Discussion and Analysis on page no. 252
Prevention of Sexual Harassment at workplace
Our organization maintains an unwavering stance against all forms of
harassment and discrimination, including but not limited to sexual harassment. We strongly
encourage employees to voice their concerns and report any incidents of harassment to the
Internal Committee (IC) under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH) act or other relevant position holders in the
organization without any hesitation.
To further reinforce our commitment on POSH, we have implemented a
comprehensive Policy on the Prevention of Sexual Harassment. This Policy is meticulously
reviewed and updated by the IC at regular intervals to ensure its continued relevance and
effectiveness. When a complaint is lodged with the IC, it is handled with the utmost
fairness and confidentiality. We are resolute in our stance against any form of
retaliation towards employees who come forward with complaints. Our goal is to foster a
safe and respectful workplace where every individual feels secure and valued.
The following is a summary of Sexual Harassment complaint(s) received
and disposed of during the Financial
Year 2025-26, pursuant to the POSH Act and Rules framed thereunder:
| Particulars |
No. of Complaints |
| Number of Complaints carried forward from
last year (FY 2024-25) |
0 |
| Number of Complaints filed during the
Financial Year (FY 2025-26) |
6 |
| Number of Complaints pending for more than 90
Days |
0 |
| Number of Complaints disposed of during the
Financial Year (FY 2025-26) |
5 |
| Number of Complaints pending as on the end of
the Financial Year (FY 2025-26) |
1* |
*One pending complaint as on March 31, 2026 was resolved as on the date
of this Report.
Disclosure of Maternity Benefit Compliance
The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961 for the financial year under review.
Particulars of Employees
Information as per Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure
4 to this Report.
The statement containing the names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms an integral part of this Report and will be made
available on request sent to the dedicated email address of the Company at
cpilagm@colpal.com.
Trade Relations
Your Directors wish to record appreciation of the continued, unstinted
support and cooperation from its retailers, stockists, suppliers of goods/ services,
clearing and forwarding agents and all others associated with it. Your Company will
continue to build and maintain a strong association with its business partners and trade
associates.
Energy Conservation, Technology Absorption and
Foreign Exchange
The information required under Section 134(3)(m) of the Act read with
the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings/outgo is attached as Annexure 3 to this Report.
Corporate Governance
A separate report on Corporate Governance laying down the Company
Philosophy on the Corporate Governance as well as all the disclosures as required under
the SEBI Listing Regulations along with the Auditors' Certificate on its compliance with
the corporate governance requirements under the SEBI Listing Regulations forms an integral
part of this Report and is annexed as Annexure 1.
Directors and Key Managerial Personnel
As on March 31, 2026, the Board comprised of one NonExecutive Director,
two Executive Directors and five Independent Directors. Out of the eight Directors on the
Board, there are three Women Directors.
Since April 1, 2025 till the date of this Report, the following changes
have taken place in the Board of Directors and the Key Managerial Personnel:
• Cessation of Mr. Surender Sharma (DIN: 02731373) as Whole-time
Director - Legal & Company Secretary of the Company with effect from close of business
hours on October 27, 2025; and
• Appointment of Mr. Jaikishan Shah (Membership No: A34948) as the
Company Secretary and Compliance Officer of the Company designated as Key Managerial
Personnel, with effect from November 26, 2025.
The Board places on record its sincere appreciation to Mr. Surender
Sharma for his valuable contributions during his tenure as Whole-time Director - Legal
& Company Secretary of the Company.
The Board of Directors, upon the recommendation of the Nomination and
Remuneration Committee at its meeting held on November 26, 2025 and considering the
expertise and experience of Mr. Jaikishan Shah approved his appointment as the Company
Secretary and Compliance Officer.
Pursuant to the provisions of Section 152 of the Act, Ms. Prabha
Narasimhan (DIN: 08822860), Managing Director & Chief Executive Officer of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has
offered herself for re-appointment. Based on the recommendation of the Nomination and
Remuneration Committee, the Board recommends her re-appointment.
Further, pursuant to the provisions of Sections 196, 197, 203 and other
applicable provisions of the Act, it is proposed to re-appoint Mr. Jacob Sebastian
Madukkakuzy (DIN: 07645510) as the Whole-time Director & Chief Financial Officer of
the Company, liable to retire by
rotation, for a further period of 5 (five) consecutive years effective
October 28, 2026 to October 27, 2031. Based on the recommendation of the Nomination and
Remuneration Committee and the Audit Committee, the Board recommends his re-appointment.
The brief profiles of Ms. Prabha Narasimhan and Mr. M. S. Jacob are
given on page nos. 200-202 of this Report and are also available on the Company's website
at https://www.colgateinvestors.co.in/
Further, details of Ms. Narasimhan and Mr. Jacob as required under
Regulation 36(3) of the SEBI Listing Regulations and SS - 2 (Secretarial Standards on
General Meetings), are provided at the end of the Notice convening the 85th Annual General
Meeting.
As on March 31, 2026, Ms. Prabha Narasimhan, Managing Director and
Chief Executive Officer, Mr. M.S. Jacob, Whole-time Director & Chief Financial Officer
and Mr. Jaikishan Shah, Company Secretary and Compliance Officer were the Key Managerial
Personnel of the Company.
Declaration of Independence
The Company has received the necessary disclosures under the Act and
the SEBI Listing Regulations including declarations from all Independent Directors that
they meet the criteria of independence as laid down under Section 149(6) of the Act and
the SEBI Listing Regulations. They have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act and they have registered themselves with the
Independent Directors' Database maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors fulfill the conditions specified in
the SEBI Listing Regulations and are independent of the management. Further, the
Independent Directors possess integrity and necessary expertise and experience (including
the proficiency) which bring tremendous value to the Board and to the Company.
Directors and Officers Liability Insurance Policy
The Company has a Directors and Officers Liability Insurance Policy
which protects Directors and Officers of the Company for any breach of fiduciary duty.
Familiarization Program
The Company conducts familiarization programs for Independent Directors
with regard to their roles, rights and responsibilities towards the Company. Detailed
presentations are made to the Board and its Committees from time to time.
Gist of familiarization programs conducted during the financial year
2025-26 are as follows:
Sr. No. Program/Presentation
1. Business Updates
2. Regulatory Updates
3. Update on Key Risks and Mitigation Plans
4. AI Strategy and Governance Updates
5. Update on Cybersecurity measures and mitigation plans
6. CSR & Sustainability Updates
7. Update on Shareholder Matters
8. Strategy Meeting
9. Update on New Labour Codes
Details of the familiarization programs extended to the Independent
Directors during the financial year 2025-26 are disclosed on the Company website from time
to time at http://www.colgateinvestors.co.in/policies. The said details also form part of
the Corporate Governance Report annexed to this Report.
Number of Board Meetings
During the financial year 2025-26, 6 (six) Board meetings were held on
May 21, 2025; July 22, 2025; October 23, 2025; November 26, 2025; January 29, 2026; and
March 11, 2026. The details of which are provided in the Corporate Governance Report that
forms an integral part of the Board's Report. The maximum interval between any two
meetings did not exceed 120 days.
Committees
The Board of Directors of the Company has established various Board
committees to assist in discharging their duties. These include the Audit Committee,
Stakeholders' Relationship Committee, ESG and Corporate Social Responsibility Committee,
Risk Management Committee and Nomination and Remuneration Committee. The Board has
approved the terms of reference for each of these committees. All the committees of the
Board hold their meetings at regular intervals and make their recommendations to the Board
from time to time as per the applicable provisions of the Act and the SEBI Listing
Regulations.
The broad terms of reference of the said Committees are stated in the
Corporate Governance Report that forms an integral part of this Report.
Annual Performance Evaluation
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Board has carried out an Annual Performance Evaluation of its own performance, as well
as the performance of its Committees, its Members including Independent Directors,
Executive Directors and the Chairperson.
The Annual Performance Evaluation process has been designed in such a
manner which helps to measure effectiveness of the entire Board, its Committees,
Chairperson and Individual Directors. Such processes help in ensuring overall performance
of the Board and demonstrates a high level of Corporate Governance Standards. There are
various key performance areas and evaluation criteria which are measured and analyzed
during the process, few of them are as below:
| Sr. No. |
Performance evaluation of |
Key performance areas/evaluation criteria |
| 1. |
Board as a whole |
• Proper mix of competencies to conduct
its affairs effectively. |
|
|
• Appropriate mix of independent and
non-independent Directors. |
|
|
• Number and frequency of Board meetings
is adequate to perform its duties effectively. |
| 2. |
Committees |
• Performance of the responsibilities as
outlined in the charter and applicable laws and regulations. |
|
|
• Composition in terms of size,
skills/expertise and experience, if appropriate to perform its responsibilities. |
|
|
• Efficiency in conduct of Meetings with
sufficient time allocated on significant or emerging issues. |
| 3. |
Chairperson |
• Providing guidance to the Board on
delineation of roles of the Board and Management. |
|
|
• Providing direction to the Board on
aspects that are critical/of strategic significance to the Company. |
|
|
• Creating a cohesive environment to
allow open and fair discussion. |
| 4. |
Executive Directors |
• Understanding and knowledge of the
Company and the sector it operates in and staying abreast of the issues, trends, risks,
opportunities and competition affecting the Company. |
|
|
• Understanding of duties,
responsibilities, qualifications, disqualifications and liabilities as a Director. |
|
|
• Ensuring best Corporate Governance
practices and compliance with the applicable laws and regulations. |
| 5. |
Independent Directors |
• Suitable business knowledge and
understanding of the Industry in which the Company operates. |
|
|
• Exercising independent judgement and
voicing opinion freely without any influence. |
|
|
• Understanding of governance,
regulatory, financial, fiduciary and ethical requirements of the Board / Committee. |
The Board Members are apprised of the detailed requirements of the law
and are provided with an overview of the process. The Nomination and Remuneration
Committee and the Board discusses the basis & various criteria for the Board,
Committees, Chairperson as well as Executive and Independent Directors
The Evaluation for the financial year 2025-26 was conducted through a
detailed form capturing responses from each Director, which were then recorded and
reported to the Nomination and Remuneration Committee as well as the Board. The
Chairperson had necessary discussions with the Board Members about the performance and the
outcome of the evaluation process.
The Performance Evaluation results for the year reflected highly
satisfactory performance. The specific discussions and feedback were discussed by the
Chairperson. The feedback for each of the committees/Board was discussed at the Meetings
of Nomination and Remuneration Committee and the Board.
During the year under review, one Meeting of the Independent Directors
was held on January 29, 2026 without the presence of the Executive Directors. At the said
Meeting, the Independent Directors took note of performance evaluation of Directors, the
Board as a whole, the performance of the Chairperson of the Company and its Committees,
and the quality, content and timeliness of the flow of information between the Management
and the Board, based on the Performance Evaluation framework of the Company. All the
Independent Directors were present at the aforesaid Meeting.
Company Policies
The Board of Directors of your Company, from time to time, has framed
and revised various Policies as per the applicable Acts, Rules and Regulations and
Standards of better governance and administration of your Company. Overview of the key
policies, as approved by the Board of Directors is as follows :
Nomination and Remuneration Policy: This Policy defines the objective,
scope, terms of reference and responsibilities of the Nomination and Remuneration
Committee in establishing the criteria for qualifications, experience, independence and
positive attributes with respect to appointment and remuneration of the Company's
Directors, Key Managerial Personnel and Senior Management employees. The same is available
on the website of the Company at https://www.colgatRinvestors.co.in/mRdia/
2136/nrc-policy.pdf.
Corporate Social Responsibility ('CSR') Policy: This Policy sets out
the role of the CSR Committee of the Board of Directors, which includes identification of
the areas where the CSR activities will be performed, impact assessment, evaluation of CSR
activities, review the CSR spending vis-a-vis the activities implemented and monitoring
the progress of CSR projects/ programs of the Company.
Risk Management Policy: This Policy provides the framework for risk
identification, risk assessment and prioritization, prevention measures and other risk
management measures for the Company. The purpose of timely risk assessment is to identify
the strategic threats, operational issues, compliance with laws and disclosure
obligations. In order to deliver value to our customers, distributors, employees,
communities, shareholders and other stakeholders, it is inevitable to understand and
manage the risks faced by the Company.
Related Party Transactions Policy: This Policy regulates the entry into
transactions between the Company and its related parties and the required corporate
approvals as per the laws and regulations applicable to the Company from time to time.
Policy on Determination of Materiality of Event or Information: The
objective of the Policy is to determine the materiality of events or information of the
Company and to make disclosures of such events or information to Stock Exchanges in a
timely manner to ensure good corporate governance.
Records Management Policy: This Policy establishes general guidelines
for retaining, preserving and archiving important documents and information. The Archival
Policy forms part of the Records Management Policy.
Code of Conduct for Prevention of Insider Trading:
Insider trading refers to trading in the securities of a Company by its
directors, employees or other persons so as to make a profit or avoid any loss, on the
basis of unpublished price sensitive information known only to them and not to the general
body of shareholders. In order to deal with insider trading in securities, your Company
has framed a Code of Conduct on prohibition of Insider Trading.
Dividend Distribution Policy: This Policy sets the parameters &
describes the internal and external factors which are considered by the Board of Directors
for the purpose of declaration of dividend.
Policy on Retirement of Directors: This Policy lays down the age
criteria for retirement of Directors on the Board of the Company. The criterion for age is
desirable to allow smooth retirement for the purpose of succession planning and further to
induct requisite skills and competencies on the Board of the Company with appropriate
continuity.
Public Policy Advocacy: This Policy deals with laying down a
standardized approach while making interactions and /or representations to the Government
/ Regulatory Authorities. The Company may offer opinions and recommendations to
governments on particular issues to support its business goals and needs.
Board Diversity Policy: The Company recognizes the importance and
benefits of having a diverse Board to enhance the quality of its performance. This Policy
encompasses diversity of perspective, experience, skills, education, background,
ethnicity, gender and personal attributes. This policy ensures that we have optimum
composition of Board Members with diverse experience and skill sets to achieve the
objectives of the organization.
The aforesaid Policies are available in the Investors Section on the
website of the Company at https://www.colgateinvestors.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 at
https://www.colgatepalmolive.com/en-us/who-we-are/governance/code-of- conduct
Public Deposits
During the financial year 2025-26, your Company has not accepted any
Public Deposits under Chapter V of the Act.
Unpaid/Unclaimed Dividend
In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of 5 4.33 Crores of
unpaid/ unclaimed dividends were transferred during the financial year 2025-26 to the
Investor Education and Protection Fund (IEPF).
The due date for transfer of unpaid dividend to IEPF for subsequent
years is provided in the Corporate Governance Report on page no. 238.
Loan, Guarantees and Investment
Particulars of loans, guarantees and investment made by the Company
pursuant to Section 186 of the Act are given in Note Nos. 4 and 11 to the Financial
Statements.
Related Party Contracts & Arrangements
All related party transactions entered by the Company during the
financial year 2025-26 were at arm's length and in the ordinary course of business. All
related party transactions were reviewed and approved by the Audit Committee. During the
financial year 2025-26, the Company has not entered into any material related party
transaction as per the SEBI Listing Regulations with any of its related parties.
Disclosures pursuant to the Accounting Standards on related party transactions have been
made in the notes to the Financial Statements. To regulate related party transactions, the
Company has also framed a Policy on Related Party Transactions and the same is available
on the Company's website at https://www.colgate investors.co.in/policies
The Audit Committee approves the related party transactions and
wherever it is not possible to estimate the value, approves the limit for the financial
year, based on best estimates. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interests of the
Company at large.
As there were no related party transactions which were not in the
ordinary course of the business or not on arm's length basis and also since there was no
material related party transaction as stated above, disclosure under Section 134(3)(h) of
the Companies Act, 2013 in Form AOC-2 is not applicable. For more details on Related Party
Transactions which are in ordinary course of business and on arm's length basis, please
refer Note No. 37 of Financial Statements.
Statutory Auditor
M/s. S R B C & CO LLP, Chartered Accountants, Mumbai (ICAI Firm
Registration No. 324982E / E300003), were appointed as Statutory Auditors of the Company
for a second term at the 81st Annual General Meeting (AGM) of the Company held on July 28,
2022, for a period of 5 (five) consecutive years from the conclusion of the 81st AGM till
the conclusion of the 86th AGM.
The Audit report for the financial year 2025-26 does not contain any
qualification, reservation or adverse remarks. Further, during the financial year 2025-26,
the Statutory Auditors have not reported any instances of fraud to the
Audit Committee or Board as per Section 143(12) of the Act. The Audit
Committee periodically reviews the independence of Auditors through quarterly
affirmations, review of non-audit services, internal checks and balances to mitigate
conflict of interest.
Secretarial Auditor & Secretarial Audit Report
As per Regulation 24A of the SEBI Listing Regulations, on the basis of
recommendation of Board of Directors, M/s. Dholakia & Associates LLP (ICSI Unique
Code: P2014MH034700, FCS No. 10032, COP No. 12884), were appointed as the Secretarial
Auditors of the Company at the 84th Annual General Meeting (AGM) of the Company held on
July 22, 2025, for a period of 5 (five) consecutive years commencing from the financial
year 2025-26 (i.e., April 1, 2025) till the financial year 2029-30.
The Secretarial Audit Report in Form MR-3 is attached as Annexure 5 to
this Report.
The Secretarial Audit Report for the Financial Year 2025-26 does not
contain any qualification, reservation or adverse remarks. During the financial year
2025-26, the Secretarial Auditors have not reported any instances of fraud under Section
143(12) of the Act.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2025-26 for
all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued
thereunder. The Annual Secretarial Compliance Report has been submitted to the stock
exchanges within 60 days from the end of the financial year under review. The Annual
Secretarial Compliance Report is available on the Company's website at
https://www.colgatRinvestors.co.in/colgateinvestorsadmin/UploadedFile/NotificationToStockExchanges/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 20252026
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) |
|