Colgate-Palmolive (India) Ltd

To,

The Members,

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

Reported Net Sales for the Financial Year 2024-25 stood at Rs.5,999.20 Crores against Rs.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 Rs.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.

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

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

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

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.

During the Financial Year, no amount was transferred to the general reserves.

During the Financial Year, no shares with differential voting rights and sweat equity shares were issued.

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.

During the Financial Year under review, there were no material changes in the nature of business of the Company.

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

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 wellbeing 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.

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.

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.

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 Rs.30.87 Crore during the Financial Year 2024-25. During the year, the Company spent an amount of Rs.33.67 Crore (including an unspent amount of Rs.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.

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.

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 communication 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.

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.

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.

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.

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.

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.

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.

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.

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

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:

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.

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.

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.

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:

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.

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

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 nonnegotiable 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

During the Financial Year 2024-25, your Company has not accepted any Public Deposits under Chapter V of the Act.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of Rs.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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

Category: BEST EDUCATION PROJECT

Project: Colgate Bright Smiles, Bright Futures?

Category: BEST WOMEN EMPOWERMENT PROGRAM

Project: Colgate's Water Augmentation & Livelihoods Program in Rajasthan & Maharashtra

Project: Colgate Bright Smiles, Bright Futures?

Category: BEST EDUCATION RELATED VOLUNTEERING PROGRAM

Project: Colgate Bright Smiles, Bright Futures?

Category: BEST WOMEN EMPOWERMENT INITIATIVES

Project: Colgate's Financial & Digital Literacy Program across 5 Indian States (GOLD)

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

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

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

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.