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  • Company Info.

    Colgate-Palmolive (India) Ltd.

    Directors Report



    Market Cap.(`) 66815.99 Cr. P/BV 40.43 Book Value (`) 60.77
    52 Week High/Low ( ` ) 3890/2312 FV/ML 1/1 P/E(X) 46.50
    Book Closure 28/05/2025 EPS (`) 52.83 Div Yield (%) 2.08
    You can view full text of the latest Director's Report for the company.
    Year End :2025-03

    Your Directors are pleased to present their 84th Report and Audited Financial Statements of the Company for the Financial
    Year ended March 31, 2025.

    Financial Highlights « in Crores)

    Particulars

    FY 2024-25

    FY 2023-24

    Total Revenue (a b c)

    6,179.01

    5,756.95

    Sales (a)

    5,999.20

    5,644.18

    Other Operating Revenue (b)

    40.97

    36.25

    Other Income (c)

    138.84

    76.52

    Profit before Tax and exceptional items and Tax

    1,929.84

    1,800.83

    Profit before Taxation

    1,929.84

    1,781.33

    Tax Expense

    493.03

    457.67

    Profit for the year

    1,436.81

    1,323.66

    Other Comprehensive Loss/(Income) (net of Tax)

    3.82

    (0.23)

    Total Comprehensive Income

    1,432.99

    1,323.89

    Balance brought forward

    1,451.93

    1,296.52

    Profit available for appropriation

    2,884.92

    2,620.41

    Balance transferred to Retained Earnings from Share Options Outstanding

    1.07

    1.06

    Account

    Appropriation :

    Dividend

    (1,631.92)

    (1,169.54)

    Dividend Distribution Tax

    -

    -

    Balance carried forward

    1,254.07

    1,451.93

    Business Performance

    Reported Net Sales for the Financial Year 2024-25 stood at H 5,999.20 Crores against H 5,644.18 Crores of previous year. Net
    Sales increased by 6.3% in comparison to the previous year. Reported Net Profit after tax for the Financial Year 2024-25 was
    H 1,436.81 Crores, an increase of 8.5% 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 2024-25.

    Share Capital

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

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

    Dividend

    During the Financial Year, the Company has declared the following Dividends on the equity shares of H 1 each:

    Sr. No. Name

    Per Share (in J)

    Date of Declaration

    Payment on and from

    1. First Interim Dividend

    24

    24.10.2024

    21.11.2024

    2. Second Interim Dividend

    27

    21.05.2025

    16.06.2025

    Considering the declaration of two interim dividends for the
    Financial Year 2024-25, the Board of Directors has not
    recommended a final dividend for the Financial Year 2024-25.

    The Company declares and pays dividend in Indian rupees.
    In terms of the requirements of the Income Tax Act, 1961, 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 are 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.

    Focus on Innovation and New Launches

    Your Company is focused on delivering insight-driven
    innovation that provides value-added new products. In the
    Financial Year 2024-25, the following products were
    launched/relaunched:

    New MaxFresh Range: A new, sensorially captivating range
    of MaxFresh, seamlessly blends its refreshing power with fun,
    flavor, and aesthetics. For the first time, the MaxFresh range
    introduced heart-shaped cooling crystals in Rainbow Fresh
    and blue crystals with a watermelon flavor in Watermelon
    Blast, offering a distinctive visual and fruity experience.
    Powered by the brand's proprietary Ultrafreeze Technology,
    the product promises 10X longer-lasting cooling* and an
    unparalleled freshness experience, instantly awakening and
    refreshing the user.

    *vs a regular fluoride toothpaste

    Lemon Fresh: This lemon-enriched fluoride toothpaste fights
    teeth yellowness and leaves a zesty, lemon-fresh breath that's
    as refreshing as it is revitalising.

    CST New Formula with New Flavor: Relaunched our flagship
    product - Colgate Strong Teeth Toothpaste - with a superior,
    sensorial experience. Enriched with our unique Arginine
    technology that gives a Calcium boost, this toothpaste
    nourishes teeth and makes them 2X stronger.

    Colgate Visible White Purple: Bringing science and beauty
    together, Colgate-Palmolive (India) Limited launched the
    Visible White Purple toothpaste. This first-of-its-kind purple
    toothpaste from Colgate uses unique optic brighteners to
    color correct yellow tones, delivering visibly whiter teeth from

    the first use*.

    *for temporary efficacy

    Total Range Relaunch: We recently relaunched Colgate Total
    with a renewed purpose-to make it the everyday superior
    Health & Wellness brand. Backed by over 130 patents and
    decades of clinical research, Colgate Total stands as one of
    the most scientifically advanced and trusted oral care brands
    in the world. With 24-hour anti-germ protection, it addresses
    the root cause of most oral health issues helping consumers
    stay worry-free through proactive prevention.

    The new identity brings this promise to life with a modern,
    expert-led look. A clean white canvas signals science and
    credibility, while precise gold accents reinforce our premium,
    research-backed credentials. The refreshed logo and
    spectrum-inspired color rays convey multi-layered protection
    and active prevention. At the heart of the portfolio is Colgate
    Total Advanced Health, delivering core all-round prevention.
    In addition, Total also offers a specialized range of solutions
    that targets specific oral health needs-designed to prevent
    recurring conditions like sensitivity & tartar.

    Change(s) in the Nature of Business

    During the Financial Year under review, there were no
    material changes 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, Colgate-Palmolive
    (India) Limited 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 remains unwavering. Flagship programs such
    as 'Colgate Bright Smiles, Bright Futures®,' Keep India Smiling
    Scholarship programs, and initiatives in water conservation,
    waste management, and digital and financial literacy drive
    social impact, preserve the environment, and reach millions.
    We continuously realign our practices to innovate for good
    as 'everyone deserves a future to smile about.' This is our
    fourth 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 program, 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 2025 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) 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 three have achieved 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 33%
    renewable electricity and achieving 91% recyclable packaging,
    with 80% of its toothpaste portfolio transitioned to recyclable
    tubes.

    Business Responsibility and Sustainability
    Reporting

    In line with the requirements of Securities and Exchange
    Board of India ('SEBI'), your Company took a proactive
    approach in adopting 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 2024-25 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 2024-25.

    The Board of Directors at its Meeting held on March 17, 2025
    appointed M/s. DNV Business Assurance India Private Limited

    ('DNV') as the Assurance Provider on BRSR Core for the
    Financial Year 2024-25.

    A Reasonable Assurance Report on BRSR Core of the
    Company for the Financial Year 2024-25 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 2024-25 are :

    1. Colgate Bright Smiles, Bright Futures®;

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

    3. Keep India Smiling Scholarship Program - with
    Buddy4StudyFoundation;

    4. Waste Management Program with Nepra Foundation; and

    5. Financial and Digital Literacy Program with Haqdarshak;

    As per the requirements of Section 135 of the Act, the
    Company was required to spend an amount of H 30.87 Crore
    during the Financial Year 2024-25. During the year, the
    Company spent an amount of H 33.67 Crore (including an
    unspent amount of H 2.80 Crore for the Financial Year 2023-24).

    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.
    pd.

    Directors Responsibility Statement

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

    • in the preparation of the Annual Accounts for the
    Financial Year ended March 31, 2025, 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, 2025 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 successful relationships with the
    workforce and labor unions reflect this commitment on an
    ongoing basis.

    We continue to maintain open and transparent comm¬
    unication through 'My Voice,' a grievance redressal platform
    encouraging employee feedback. Regular committee
    meetings and 'Let's Talk' sessions with site leaders further
    ensure open communication. This year, we began
    implementing digital tools to improve connectivity at all levels
    which will be closed in the next Financial Year.

    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. Our development program Data and
    Analytics Gurukul have been instrumental in nurturing talent
    and upgrading skills.

    Inclusion and diversity are 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, and additional initiatives.

    As on March 31, 2025, the total number of employees was
    2,198.

    The detailed description of the Employee Initiatives taken by
    the Company are included in the Management Discussion
    and Analysis on page no. 203.

    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) 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.

    During the Financial Year 2024-25, 3 complaints were
    received, investigated and appropriately resolved by the IC.

    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) of the aforementioned Rules forms 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

    Since April 1, 2024 till the date of this Report, the following
    changes have taken in the Board of Directors and the Key
    Managerial Personnel (in the order of their occurrence):

    • Retirement of Ms. Shyamala Gopinath (DIN : 02362921)
    effective May 31, 2024, Mr. Vikram Singh Mehta (DIN :
    00041197) and Dr. (Ms.) Indu Shahani (DIN : 00112289) -
    both effective July 24, 2024 as Independent Directors of
    the Company upon completion of their second term of
    serving as Non-Executive, Independent Directors of the
    Company. The Board recognises their valuable efforts
    during the subsistence of their term and places its
    appreciation on record;

    • Re-appointment of Ms. Gopika Pant (DIN : 00388675) as
    Non-Executive, Independent Director for a second term
    of five (5) consecutive years w.e.f. May 21, 2025 till May
    20, 2030;

    • Re-appointment of Mr. Sekhar Natarajan (DIN: 01031445)
    as Non-Executive, Independent Director for a second
    term effective May 21, 2025 to December 13, 2028 i.e. till
    the date he attains the age of 75 years as per Company's
    Policy on Retirement of Directors; and

    • Re-appointment of Mr. Surender Sharma (DIN: 02731373)
    as a Whole-time Director for a term of five (5) consecutive
    years w.e.f May 21, 2025 till May 20, 2030.

    The Board of Directors, upon the recommendation of the
    Nomination and Remuneration Committee at its meeting
    held on March 17, 2025 and considering the expertise,
    experience and contribution made by Ms. Gopika. Pant,
    Mr. Sekhar Natarajan and Mr. Surender Sharma during their
    first term and based on their positive performance
    evaluation, approved their re-appointments.

    The above-mentioned re-appointments were duly approved

    by the Members of the Company vide Postal Ballot dated
    April 23, 2025. Details of the same are provided in the
    Corporate Governance section, forming part of this Annual &
    ESG Report.

    Pursuant to the provisions of Section 152 of the Act, Mr. M S
    Jacob (DIN: 07645510), Whole-time Director & Chief Financial
    Officer of the Company, retires by rotation at the ensuing
    Annual General Meeting and being eligible, has offered
    himself for re-appointment. Based on the recommendation
    of the Nomination and Remuneration Committee, the Board
    recommends his re-appointment.

    The brief profiles of the above mentioned Directors are given
    on page no. 43 of this Annual & ESG Report and is also
    available on the Company's website at
    https://www.colgate
    investors.co.in/

    As on March 31, 2025, Ms. Prabha Narasimhan, Managing
    Director & Chief Executive Officer, Mr. M S Jacob, Whole- time
    Director & Chief Financial Officer and Mr. Surender Sharma,
    Whole-time Director Legal & Company Secretary 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 Director's 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,
    responsibilities towards the Company, the business
    operations of the Company, etc. Detailed presentations are
    made to the Board and its committees from time to time.

    Gist of Familiarization programs conducted during the
    Financial Year 2024-25 are as follows:

    Sr.

    Program/Presentation

    No.

    1.

    Business Updates

    2.

    Regulatory updates

    3.

    Risk Updates

    4.

    Industrial Relations Update

    5.

    CSR & Sustainability Updates

    6.

    Update on Digital Personal Data Protection

    7.

    Update on Shareholder Matters

    8.

    Strategy Meets

    Details of the familiarization programs extended to the
    Independent Directors during the Financial Year 2024-25 are
    disclosed on the Company website from time to time at
    https://www.colgateinvestors.co.in/policies. The said details
    are also available on Corporate Governance Report on page
    no. 175.

    Number of Board Meetings

    During the Financial Year 2024-25, five (5) Board meetings
    were held on May 14, 2024; July 29, 2024; October 24, 2024;
    January 28, 2025; and March 17, 2025. The details of which
    are provided in the Corporate Governance Report that forms
    an integral part of the Board's Report.

    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 Board's 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 in the table:

    Sr.

    Performance evaluation of
    No.

    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 2024-25 was conducted
    digitally with anonymous responses, which were then
    recorded and reported to the Nomination and Remuneration
    Committee as well as the Board. The Chairperson has
    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 with each of
    the individual directors. The feedback for each of the

    committees/Board was discussed at the Meetings of
    Nomination and Remuneration Committee and the Board.

    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 objectives, scope, terms of reference, and responsibilities
    of the Nomination and Remuneration Committee in
    establishing the criteria for qualifications, experience,
    independence, and positive attributes pertaining to the
    appointment and remuneration of the Company’s Directors,

    Key Managerial Personnel, and Senior Management
    employees.

    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 process of
    CSR projects/ programs of the Company.

    Risk Management Policy : This Policy provides the framework
    for identification of risks of the Company risk assessment and
    prioritization, loss 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. Diversity 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 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 updated to
    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.colgatepal
    molive.com/en-us/who-we-are/governance/code-of-conduct

    Public Deposits

    During the Financial Year 2024-25, 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 H 2.32 Crores of unpaid/unclaimed
    dividends were transferred during the Financial Year 2024-25
    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. 189.

    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 No. 4 and 11 to the Financial Statements.

    Related Party Contracts & Arrangements

    All related party transactions done by the Company during
    the Financial Year 2024-25 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 2024-25, 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.colgateinvestors.co.in/policies

    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 five (5) consecutive years
    from the conclusion of the 81st AGM till the conclusion of the
    86th AGM.

    The Audit report for the Financial Year 2024-25 does not
    contain any qualification, reservation or adverse remarks.
    Further, during the Financial Year 2024-25, the Statutory
    Auditors have not reported any instances of fraud to the
    Audit Committee or Board as per Section 143(12) of the Act.

    Secretarial Auditor & Secretarial Audit Report

    The Board had, in its meeting held on May 14, 2024,
    appointed M/s. Dholakia & Associates LLP (ICSI Unique Code:
    P2014MH034700, FCS No. 10032, COP No. 12884) to carry
    out the Secretarial Audit for the Financial Year 2024-25 under
    the provisions of Section 204 of the Act.

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

    The Secretarial Audit Report for the Financial Year 2024-25
    does not contain any qualification, reservation or adverse
    remarks.

    As per Regulation 24A of the SEBI Listing Regulations, on the
    basis of recommendation of board of directors, a listed entity
    shall appoint or re-appoint an individual as Secretarial Auditor
    for not more than one term of five consecutive years; or a
    Secretarial Audit firm as Secretarial Auditor for not more than
    two terms of five consecutive years, with the approval of its
    shareholders in its Annual General Meeting.

    Accordingly, M/s. Dholakia & Associates LLP, are proposed to
    be appointed as the Secretarial Auditors of the Company for
    a first term at the 84th Annual General Meeting (AGM) of the
    Company to be held on July 22, 2025, for a period of five (5)
    consecutive years commencing from the Financial Year 2025
    -2026 till the Financial Year 2029-2030.

    Brief profile of the Secretarial Auditors is given in the AGM
    Notice which forms part of this Annual & ESG Report.

    Further, during the Financial Year 2024-25, the Secretarial
    Auditors have not reported any instances of fraud under
    Section 143(12) of the Act.

    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.colgate
    investors.co.in/annual-report.

    Significant and Material Orders Passed by the
    Regulators or Courts

    During the Financial Year 2024-25, 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
    auditors that oversees the internal financial processes,
    policies, and recommends robust internal financial controls
    from time to time. These internal financial controls 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. 204

    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.

    Awards and Accolades

    During the Financial Year 2024-25, the Company received
    several key awards and accolades. For a detailed list of
    additional awards, please refer to the Award sections of this
    Annual & ESG Report.

    SOCIAL IMPACT AWARDS

    • Indian Social Impact Awards 2024
    Category:
    BEST EDUCATION PROJECT
    Project: Colgate Bright Smiles, Bright Futures®

    • Indian Social Impact Awards 2024

    Category: BEST WOMEN EMPOWERMENT PROGRAM
    Project: Colgate's Water Augmentation & Livelihoods
    Program in Rajasthan & Maharashtra

    • Best CSR Project in Goa 2024 (Recognition by the
    State Government)

    Project: Colgate Bright Smiles, Bright Futures®

    • Karma Summit Awards 2024

    Category: BEST EDUCATION RELATED VOLUNTEERING
    PROGRAM

    Project: Colgate Bright Smiles, Bright Futures®

    • CSR Times Awards 2024

    Category: BEST WOMEN EMPOWERMENT INITIATIVES
    Project: Colgate's Financial & Digital Literacy Program
    across 5 Indian States (GOLD)

    PACKAGING AWARDS

    • The IndiaStar Awards 2024 (Indian Institute of
    Packaging)

    Colgate won Superior Aesthetics for its recyclable tubes
    and Colgate KIDS Batman E-Commerce Pack

    BRAND CAMPAIGN AWARDS

    • Kantar Creative Effectiveness Award
    Project:
    Colgate MaxFresh - Dr. Sleep Campaign

    • e4m Performance Marketing Awards
    Project:
    Colgate Oral Health Movement

    • Gold - Best Managed Affiliate Program (Enterprise)

    • Gold - Best Performance Marketing Technology

    • Gold - Best Mobile Marketing Campaign

    • Silver - Best Full Funnel Strategy

    • Silver - Best Use of AI

    • Silver - Best Performance Marketing Team

    • e4m Health & Wellness Awards 2024

    Project: Colgate Brush Tonight secured SILVER for Best
    Public Awareness / Public Health Initiative and Best Use
    of Static Media

    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 21, 2025 (DIN : 08822860) (DIN : 07645510)

  • Colgate-Palmolive (India) Ltd.

    Company News



    Market Cap.(`) 66815.99 Cr. P/BV 40.43 Book Value (`) 60.77
    52 Week High/Low ( ` ) 3890/2312 FV/ML 1/1 P/E(X) 46.50
    Book Closure 28/05/2025 EPS (`) 52.83 Div Yield (%) 2.08
    You can view the latest news of the Company.

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