Colgate-Palmolive (India) Ltd. — Proxy Solicitation & Information Statement 2025

Mar 24, 2025

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March 24, 2025

The Secretary BSE Limited P.J. Towers, 25[th] floor

Dalal Street Scrip Code: 500830 Mumbai-400001

The Manager – Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1, Block – G Bandra – Kurla Complex Bandra (East), Mumbai 400 051

Symbol: COLPAL Series: EQ

Dear Sir(s),

Sub: Postal Ballot Notice

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice being sent to the Members of the Company for seeking their approval for the re-appointments of Mr. Sekhar Natarajan and Ms. Gopika Pant as Independent Directors and re-appointment of Mr. Surender Sharma as a Whole-time Director of the Company.

In compliance with the Circulars of the Ministry of Corporate Affairs, the said Notice is being sent electronically only to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’)/ Central Depository Services (India) Limited (‘CDSL’) and who have registered their e-mail addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent (RTA) i.e MUFG Intime India Pvt. Ltd (Previously known as Link Intime India Private Limited) as on Friday, March 21, 2025 (cut-off date).

The e-Voting shall commence on Tuesday, March 25, 2025 at 08.00 A.M. (IST) and end on Wednesday, April 23, 2025 at 5.00 P.M. (IST) (both days inclusive).

The copy of the said Notice is also available on the website of the Company at https://www.colgateinvestors.co.in/ and on the website of NSDL at www.evoting.nsdl.com

Kindly take the same on record.

Thanking you, Yours Sincerely, For Colgate-Palmolive (India) Limited

SURENDER Digitally signed by SURENDER KUMAR SHARMA KUMAR SHARMA Date: 2025.03.24 17:22:26 +05'30'

Surender Sharma Whole-time Director – Legal & Company Secretary DIN: 02731373 Encl: a/a

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COLGATE-PALMOLIVE (INDIA) LIMITED

Regd. Office: Colgate Research Centre, Main Street, Hiranandani Gardens, Powai, Mumbai - 400 076. CIN. L24200MH1937PLC002700 Tel. No. : 022 - 6709 5050

Website- www.colgatepalmolive.co.in Email - investors_grievance@colpal.com

POSTAL BALLOT NOTICE

Dear Members,

NOTICE is hereby given pursuant to Sections 108 and 110 and all other applicable provisions of the Companies Act, 2013 (the “Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and as amended from time to time), and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) read with the Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”) and other relevant circulars in this regard (‘hereinafter collectively referred to as MCA Circulars’) and pursuant to any other applicable laws and regulations, the Company is seeking approval of the Members for the proposed resolutions as set out herein below, by the way of Postal Ballot through voting by electronic means (“e-Voting”) only.

In terms of the requirements specified in the said MCA Circulars, the Company is sending this Notice in electronic form only, to all its Members who have registered their e-mail addresses with the Company, Registrars and Transfer Agents of the Company i.e. MUFG Intime India Private Limited (previously known as Link Intime India Private Limited) or Depositories or Depository Participants.

The communication of assent/dissent of the Members will only take place through the e-Voting system. Further, as per the MCA circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot.

The resolution proposed to be passed by way of Postal Ballot and the Explanatory Statement pursuant to Section 102 and any other provisions as may be applicable of the Act, setting out all material facts and reasons for the proposal are annexed hereto for consideration of the Members.

The e-Voting shall commence on Tuesday, March 25, 2025 at 08.00 A.M. (IST) and end on Wednesday, April 23, 2025 at 5.00 P.M. (IST) (both days inclusive). During this period,

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Members of the Company holding shares in physical or dematerialized form as on March 21, 2025 i.e, the cut – off date may cast their vote electronically.

The Company has appointed Mr. S.N. Ananthasubramanian (FCS 4206) or failing him Mr. S. N. Viswanathan, (ACS 61955) of S.N. Ananthasubramanian & Co. Company Secretaries, Practicing Company Secretaries, to act as the scrutinizers, to scrutinize the e-Voting process in a fair and transparent manner.

The declared Results, along with the Scrutinizer’s Report, will be available forthwith on the Company’s website under the Investor Section on www.colgatepalmolive.co.in and will also be forwarded to the Stock Exchanges where the shares of the Company are listed i.e. on www.bseindia.com and www.nseindia.com and will also displayed on the website of NSDL on www.evoting.nsdl.com

SPECIAL BUSINESS :

Item No 1:

Re-appointment of Ms. Gopika Pant (DIN : 00388675) as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and upon the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Ms. Gopika Pant (DIN : 00388675), who was appointed as Non-Executive, Independent Director with effect from May 21, 2020 for a period of 5 (five) years, and who is eligible for re-appointment and meets the criteria for independence as provided under Section 149(6) of the Act along with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing her candidature for office of Director, be and is hereby re-appointed as a Non-executive, Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years commencing from May 21, 2025 to May 20, 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution, without being required to seek any further consent or approval of the Members of the Company.”

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Item No 2:

Re-appointment of Mr. Sekhar Natarajan (DIN : 01031445) as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Company’s Policy on Retirement of Directors, and upon the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr. Sekhar Natarajan (DIN : 01031445), who was appointed as Non-Executive, Independent Director with effect from May 21, 2020 for a period of 5 (five) years, and who is eligible for re-appointment and meets the criteria for independence as provided under Section 149(6) of the Act along with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for office of Director, be and is hereby re-appointed as a Non-Executive, Independent Director of the Company, not liable to retire by rotation, for a second term commencing from May 21, 2025 to December 13, 2028 i.e. till the date he attains the age of 75 years.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution, without being required to seek any further consent or approval of the Members of the Company.”

Item No 3:

Re-appointment of Mr. Surender Sharma (DIN: 02731373) as a Whole-time Director of the Company

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and the Articles of Association of the Company and subject to such approvals, as may be required, consent of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Surender Sharma (DIN: 02731373), as a Whole-time Director of the

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Company, liable to retire by rotation, for a further period of 5 (five) consecutive years effective May 21, 2025 to May 20, 2030, on the terms and conditions, including remuneration, as are set out in the draft agreement to be entered into between the Company and Mr. Surender Sharma, material terms of which are set out in the explanatory statement attached to this notice, with liberty to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions thereof in such manner as may be agreed to between the Board and Mr. Surender Sharma, subject to the applicable provisions of the Act, or any amendment thereto or any re-enactment thereof.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during his tenure as Whole-time Director, Mr. Surender Sharma be paid the aforesaid remuneration as minimum remuneration for that year.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution, without being required to seek any further consent or approval of the Members of the Company.”

By Order of the Board

Place: Mumbai For Colgate-Palmolive (India) Limited Date : March 17, 2025

Sd/-

Prabha Narasimhan

Managing Director and Chief Executive Officer DIN: 08822860

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Notes and instructions:

• 1) The Explanatory Statement for the proposed resolution, pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out all material facts and reasons is appended to the Notice as Annexure I.

• 2) The details of the Directors seeking re-appointment, in terms of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and the Act (including Secretarial Standard-2), are appended hereto and form part of this Notice.

• 3) The Notice is being sent electronically only to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”) and who have registered their email addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agents (“RTA”) i.e. MUFG Intime India Private Limited (Previously known as Link Intime India Private Limited) as on Friday, March 21, 2025 (“cut-off date”).

Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in electronic mode and with the RTA of the Company in case the shares are held by them in physical form. However, for limited purposes like receiving this Postal Ballot Notice, Members holding shares in electronic mode may register their email address with the RTA as per the process given under General Guidelines for shareholders in the e-Voting instructions of the notes to this Notice.

• 4) Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the cut-off date shall be eligible for casting their votes through e-Voting. A person who is not a member on the cut-off date should treat this Notice for information purposes only. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date; Friday, March 21, 2025.

It is however, clarified that all Members of the Company as on the cut-off date [including those Members who may not have received this Notice due to non-registration of their e-mail IDs with the Company’s (RTA/ Depositories)] shall be entitled to vote in relation to the resolutions specified in this Notice in accordance with the process specified hereinafter in this Notice.

• 5) Subject to receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the last date of e-Voting i.e. Wednesday, April 23, 2025. Further, Resolutions passed by the Members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

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• 6) Members may download the Notice from the Company’s website at www.colgatepalmolive.co.in or from NSDL’s website at www.evoting.nsdl.com A Copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com

• 7) The Company has appointed Mr. S.N. Ananthasubramanian (FCS 4206) or failing him Mr. S. N. Viswanathan, (ACS 61955) of S.N. Ananthasubramanian & Co. Company Secretaries, Practicing Company Secretaries, to act as the scrutinizers, to scrutinize the e-Voting process in a fair and transparent manner. The Scrutinizers’ decision on the validity of the vote on Postal Ballot shall be final and binding.

• 8) Corporate / Institutional Members are entitled to appoint authorized representatives to vote on their behalf on the Resolutions proposed in this Postal Ballot Notice. Institutional / Corporate Shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned, certified copy (PDF / JPG Format) of their Board or governing body’s Resolution / Authorisation, authorising their representative to vote through e-Voting, to the Scrutinizer through e-mail at Scrutinizer@snaco.net

• 9) The Company is pleased to offer e-Voting facility to all the Members, to cast their vote electronically. The Company has availed the electronic voting platform of National Securities Depositories Limited (NSDL), to provide e-Voting facility to its Members. The detailed procedure with respect to e-Voting is mentioned in this Notice.

Dispatch of the Notice shall be deemed to be completed on the date on which NSDL sends out the communication for the postal ballot process by e-mail to the Members of the Company. The voting shall commence on Tuesday, March 25, 2025 at 08.00 A.M. (IST) and end on Wednesday, April 23, 2025 at 5.00 P.M. (IST) (both days inclusive). During this period, Members of the Company holding shares in physical or dematerialized form as on the cut – off date may cast their vote electronically. The e-Voting module shall be disabled by NSDL for voting thereafter. Once a vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.

• 10) The Scrutinizer will after the conclusion of e-Voting, submit the report to the Chairperson or any other person authorised by Board and declare the result of the voting forthwith, after scrutiny of the votes cast through e-Voting and the result of the Postal Ballot shall be declared on or before Friday, April 25, 2025.

• 11) The results declared along with the Scrutinizers’ Report shall be placed on the Company’s website www.colgatepalmolive.co.in and on the websites of Stock Exchanges and NSDL. The proposed Resolutions, if approved, shall be deemed to have been passed on the last day of e-Voting i.e Wednesday, April 23, 2025.

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All relevant document(s) referred to in this Postal Ballot Notice are available for inspection on the Company’s website- www.colgatepalmolive.co.in from the date of circulation of this Notice upto the date of declaration of Postal Ballot results.

12) The vote in this Postal Ballot cannot be exercised through proxy.

• 13) In case of joint holders, only such joint holders who are higher in the order of names will be entitled to vote.

• 14) SEBI vide its Circular SEBI/HO/MIRSD/POD1/P/CIR/2024/37 dated May 7, 2024 read with Circular SEBI/HO/MIRSD/ POD-1/P/CIR/2024/81 dated June 10, 2024, stated that all the listed companies shall intimate its securities holders holding in physical mode to comply with the requirements of registration/updation of valid PAN and KYC details with them/their RTAs for the folios wherein the details are missing and are not registered. As per the Circular any request/complaint from the holder/claimant shall be entertained only after the folio is fully KYC compliant as per the Circular. The holders are also requested to update/furnish their Nomination details.

The necessary documents and forms for updating the aforesaid KYC details are available on RTA's website at https://in.mpms.mufg.com/ and also available on the website of the Company at www.colgatepalmolive.co.in or can be obtained by writing to the Company at investors_grievance@colpal.com or to the RTA at rnt.helpdesk@linkintime.co.in or logging in to SWAYAM Portal: https://swayam.in.mpms.mufg.com/

15) The instructions for the Members for e-Voting are as provided in Annexure II .

Annexure I to Postal Ballot Notice dated March 17, 2025

STATEMENT SETTING OUT ALL MATERIAL FACTS CONCERNING THE BUSINESS TO BE TRANSACTED THROUGH POSTAL BALLOT AS STATED IN THE NOTICE DATED MARCH 17, 2025 [Pursuant to Section 102 and Section 110 of the Companies Act, 2013 and Secretarial Standard 2 ]

Item No. 1

Ms. Gopika Pant (DIN: 00388675)

In terms of the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Rules framed thereunder (the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (the “SEBI Listing Regulations”), the Members of the Company, at the Seventy-Ninth Annual General Meeting held on Wednesday, July 29, 2020 appointed Ms. Gopika Pant (DIN : 00388675) as a Non-executive, Independent Director of the Company for a period of 5 (five) consecutive years effective May 21, 2020 to May 20, 2025.

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The Board of Directors, upon the recommendation of the Nomination & Remuneration Committee and considering the expertise, experience and contribution made by Ms. Gopika Pant during her first term and based on her positive performance evaluation, approved her re-appointment as Non-Executive, Independent Director for a second term of 5 (five) consecutive years effective May 21, 2025 to May 20, 2030, subject to the approval of the Members of the Company.

Ms. Pant has granted the consent for her re-appointment as an Independent Director. Further, the Company has received declarations from her confirming that she continues to meet the criteria of Independence prescribed under sub-section (6) of Section 149 of the Act, Rules framed thereunder read with Schedule IV to the Act and the SEBI Listing Regulations.

As per the declaration received from her, Ms. Pant meets with the criteria of Independence, has not been debarred or disqualified from being appointed or continuing as Director of a Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. Also, she is not disqualified from being re-appointed as a Director in terms of Section 164 of the Act. Further, in terms of the requirements of Section 160 of the Act, the Company has received a notice in writing recommending her candidature to be appointed as a Director.

In the opinion of the Nomination and Remuneration Committee and the Board, Ms. Pant is independent of the Management.

A brief profile of Ms. Gopika Pant is set-out below:

Ms. Gopika Pant has more than 39 years of legal experience and is dual qualified in India and New York, USA. She completed her BA Hons from St Stephens College 1982, LLB from Campus Law Centre, Delhi University 1985, was admitted to the Bar Council of Delhi 1985 and the New York State Bar Association, USA 1987 after completing her LLM from Columbia University in 1986 and is also a member of the ABA and The Supreme Court Bar Association. She worked in New York City during 1986-1990, returned to India and was named Partner in India’s leading law firm prior to setting up Indian Law Partners-ILP in 1999, which has offices in New Delhi and Mumbai. Ms. Gopika has significant experience in Indian corporate and commercial laws and is a specialist in cross border commercial transactions, inbound and outbound, including restructurings, acquisitions, JVs, business alliances, foreign portfolio investments, PE investments and exits, insolvency and bankruptcy, banking and finance, infrastructure and project finance and real property transactions. Apart from being an advisory to major brands across multiple industries, Ms Pant was also advising Times Bank in India’s first private banking merger with HDFC Bank and Japan Bank for International Cooperation in various equity and debt transactions, including in the Delhi Mumbai Industrial Corridor (DMIC), Takshasila Hospitals and TechnoTrends Auto Parks and KIA Motors (Korea).

Ms. Gopika is a keen environmentalist and has also completed a Diploma in Environmental Law with the World Wide Fund for Nature. She is an enthusiastic public speaker and has

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addressed various conferences in India, London, Singapore, Japan and the USA. She has also authored articles in various Indian and international publications.

Ms. Pant, being an Independent Director, shall continue to receive the sitting fees for attending the Board and Committee meetings and the Commission as may be approved by the Company, from time to time.

The letter of re-appointment of Ms. Gopika containing terms and conditions of her re-appointment, is available for inspection by Members on the website of the Company at www.colgatepalmolive.co.in

Except Ms. Gopika Pant, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in passing of the resolution set out in Item No. 1 of this Notice. Further, the relatives of Ms. Pant are also deemed to be interested in this resolution, to the extent of their shareholding in the Company, if any.

The Board considers that Ms. Gopika Pant’s continued association would immensely benefit the Company and recommends the Resolution at Item No. 1 for the approval of Members as a Special Resolution.

Item No. 2

Mr. Sekhar Natarajan (DIN : 01031445)

In terms of the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Rules framed thereunder (the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (the “SEBI Listing Regulations”), the Members of the Company, at the Seventy-Ninth Annual General Meeting held on Wednesday, July 29, 2020 appointed Mr. Sekhar Natarajan (DIN : 01031445) as an Independent Director of the Company for a period of 5 (five) consecutive years effective May 21, 2020 to May 20, 2025.

In terms of the Policy on Retirement of Directors effective from April 01, 2020, the Non-executive Directors including Independent directors shall retire from the Board of the Company on attaining the age of 75 (seventy-five) years or on completion of 10 (ten) years tenure on the Board, whichever is earliest. The members may note that Mr. Sekhar Natarajan will attain the age of 75 years on December 14, 2028.

Accordingly, 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 Mr. Sekhar Natarajan during his first term and based on his positive performance evaluation, approved his re-appointment as Non-Executive, Independent Director for a second term effective May 21, 2025 to December 13, 2028, subject to the approval of the Members of the Company.

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Mr. Natarajan has granted the consent for his re-appointment as an Independent Director. Further, the Company has received declarations from him confirming that he continues to meet the criteria of Independence prescribed under sub-section (6) of Section 149 of the Act, Rules framed thereunder read with Schedule IV of the Act and the SEBI Listing Regulations.

As per the declaration received from him, Mr. Natarajan meets with the criteria of Independence, has not been debarred or disqualified from being appointed or continuing as Director of a Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. Also, he is not disqualified from being re-appointed as a Director in terms of Section 164 of the Act. Further, in terms of the requirements of Section 160 of the Act, the Company has received a notice in writing recommending his candidature to be appointed as a Director.

In the opinion of the Nomination and Remuneration Committee and the Board, Mr. Natarajan is independent of the Management.

A brief profile of Mr. Sekhar Natarajan is set-out below:

Mr. Sekhar Natarajan has a rich experience of the Agriculture and Rural sector, where he has spent most of his career and contributed significantly towards the growth and development of this industry and its farmer customers. After his retirement and now as Managing Partner of M/s. S.N Consultants, he continues to stay involved with the Agriculture Industry by providing advice and strategic guidance to local and international companies including private equity investors. He works closely with industry forums and opinion makers on policy matters and is also on the Board of several listed Indian companies. With a career spanning over three decades, he built Monsanto India as an organization leading growth and innovation in Indian agriculture. He continued his role as Chairman of Monsanto India Limited till its recent merger with Bayer CropScience Limited in September 2019, where he now holds the position of a Director, since October 2019. Earlier in his career with Monsanto, he was the India Region Lead, South Asia Business Lead, Business Development Head, Sales & Marketing Lead and Financial Controller. His stint as VP-Corporate Strategy at Monsanto’s headquarter in St Louis (USA) also increased his global exposure and perspective. A qualified Chartered Accountant and Cost Accountant, he possesses extensive knowledge of strategic thinking, business development and mergers & acquisitions.

Mr. Natarajan, being an Independent Director, shall continue to receive the sitting fees for attending the Board and Committee meetings and the Commission as may be approved by the Company, from time to time.

The letter of re-appointment of Mr. Sekhar Natarajan containing terms and conditions of his re-appointment, is available for inspection by Members on the website of the Company at www.colgatepalmolive.co.in

Except Mr. Sekhar Natarajan, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in passing of the resolution set out in Item No. 2 of this Notice. Further, the

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relatives of Mr. Natarajan are also deemed to be interested in this resolution, to the extent of their shareholding in the Company, if any.

The Board considers that Mr. Natarajan’s continued association would immensely benefit the Company and recommends the Resolution at Item No. 2 for the approval of Members as a Special Resolution.

Item No. 3

Mr. Surender Sharma (DIN : 02731373)

In terms of the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the rules made thereunder (including statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Act and the Articles of Association of the Company, the Members of the Company, at the Seventy-Ninth Annual General Meeting held on Wednesday, July 29, 2020 appointed Mr. Surender Sharm a (DIN : 02731373) as a Whole-time Director of the Company for a period of 5 (five) consecutive years effective May 21, 2020 to May 20, 2025.

The Board of Directors, upon the recommendation of the Nomination & Remuneration Committee, at their meeting held on March 17, 2025 and considering the rich experience and expertise of Mr. Sharma and contributions made by him during his first term and based on his positive performance evaluation, approved his re-appointment as a Whole-time Director for a period of 5 (five) consecutive years effective May 21, 2025 to May 20, 2030, subject to the approval of the Members of the Company.

Mr. Sharma has furnished to the Company a consent to act as a Whole-time Director of the Company and a declaration of non-disqualification in Form DIR 8 pursuant to Section 164 of the Act. Also, he has not been debarred or disqualified from being appointed or continuing as Director of a Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

A Notice under Section 160 of the Act has been received from a member proposing Mr. Sharma as a candidate for the office of the Director of the Company. Further, a copy of the agreement referred in the resolution would be available for inspection by the Members upon request.

Brief Profile of Mr. Surender Sharma is set-out as below:

Mr. Surender Sharma is currently acting as Vice President – Legal, Company Secretary and Compliance Officer of Colgate-Palmolive (India) Limited (CPIL). Mr. Sharma leads the Legal and Secretarial function to ensure regulatory compliance and provides legal advice to the Leadership Team of Colgate-Palmolive India across functions and on matters relating to Corporate Affairs. Recently he completed a short term assignment with Colgate-Palmolive (UK) Limited while continuing his responsibilities as Board member and Compliance Officer of CPIL. Mr. Sharma joined CPIL in 2017 as the Associate Director–Legal, where he provided

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legal support to the Marketing, Customer Development and Supply Chain functions. Previously, Mr. Sharma was working with Marico Limited as the Head of Legal and Company Secretary. Prior to joining Marico, Mr. Sharma held leadership positions with reputed organizations like Heinz, Indian Hotels Company, Reckitt Benckiser and Maruti Suzuki, where he spent close to 20 years as in-house counsel and handled litigation management, contract management, corporate governance, and legal compliance. Mr. Sharma holds a Bachelor of Laws Degree from the University of Delhi and is a fellow member of the Institute of Company Secretaries of India (ICSI).

Mr. Sharma shall continue to act as Company Secretary and Compliance Officer of the Company and also as the Nodal Officer of the Company under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the “IEPF Rules”) and Key Managerial Personnel as per the provisions of Section 203 of the Act.

In the opinion of the Board the said re-appointment will ensure smooth functioning of business and operations.

The remuneration payable to Mr. Sharma shall be determined by the Board or a duly constituted committee thereof from time to time within the maximum limits set forth under the applicable provisions of the Act and as per the Remuneration Policy of the Company.

The material terms of the Agreement to be entered into between the Company and Mr. Sharma are given below:

a) Salary : Up to Rs. 25,00,000/- (Rupees Twenty five lakhs only) per month.

b) Commission or Performance Linked Incentive or Bonus: Not exceeding 1% of the net profit of the Company in any financial year as the Board or Managing Director may determine from time to time but shall not exceed the amount equivalent to the salary for the relevant period; it may be paid pro-rata on a monthly basis at the absolute discretion of the Board or Managing Director.

c) Perquisites : He shall be entitled to furnished/ unfurnished accommodation, gas, electricity, medical reimbursement, club fees, personal accident insurance, company maintained car, telephone and such other perquisites in accordance with the Company’s rules, the monetary value of such perquisites to be determined in accordance with the Income-tax Rules, 1962 being restricted to Rs. 80,00,000/- (Rupees Eighty Lakhs only) per annum.

d) Company’s contribution to Provident Fund and Superannuation Fund or Annuity Fund, gratuity payment as per Company’s rules and encashment of leave at the end of his tenure shall not be included in the computation of ceiling on remuneration and perquisites as aforesaid.

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e) In addition to the perquisites referred to above, he will be eligible for leave travel concession, for self and family once in a year for any destination in India, which shall not be included in the computation of the ceiling on perquisites.

f) The provision of a car for use on Company’s business and telephone at residence will not be considered as perquisites. Personal long distance calls on telephone and use of car for private purposes shall be billed by the Company to Mr. Sharma.

g) Participation in stock option scheme of Colgate-Palmolive Company, U.S.A., the parent company, pursuant to Colgate-Palmolive Company’s global executive compensation program.

h) In the event of absence or inadequacy of profits in any financial year, Mr. Sharma will be paid the aforesaid remuneration and perquisites as minimum remuneration for that year.

i) The Board shall have the discretion and authority to modify the foregoing terms of remuneration within, however, the parameters of the applicable provisions of the Companies Act, 2013.

j) Mr. Sharma shall be entitled to leave in accordance with the rules of the Company for the time being in force and applicable to senior executives of the Company.

k) Mr. Sharma shall also be entitled to be reimbursed the travelling and entertainment expenses actually and properly incurred by him for business travel for the Company subject to approval by the Managing Director and/or the Board.

l) Mr. Sharma’s appointment is for a period of five years which may be determined at any time by three months’ advance notice in writing in that regard without the necessity of showing any cause, or in the case of the Company, by payment of three months’ salary as compensation in lieu of such notice.

The Board shall have the discretion and authority to modify the foregoing terms of remuneration within the parameters of the applicable provisions of the Act. As a Whole-time Director, Mr. Surender Sharma will have requisite powers and authorities to enable him to manage the Company on a day-to-day basis.

The Board recommends passing of Ordinary Resolution at item No. 3 of this Notice for your approval.

Except Mr. Sharma, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in passing of the resolution set out in Item No. 3 of this Notice. Further, the relatives of Mr. Sharma are also deemed to be interested in this resolution, to the extent of their shareholding in the Company, if any

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The Board considers that Mr. Sharma’s continued association would immensely benefit the Company and recommends the Resolution at Item No. 3 for the approval of Members as an Ordinary Resolution.

Annexure I

Brief details of Ms. Gopika Pant, Mr. Sekhar Natarajan and Mr. Surender Sharma pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 are as follows:

Name of the Director	Ms. Gopika Pant	Mr. Sekhar Natarajan	Mr. Surender Sharma
DIN	00388675	01031445	02731373
Date of Birth	August 14, 1960	December 14, 1953	July 19, 1975
Nationality	Indian	Indian	Indian
Qualification	BA Hons (St. Stephens College), LLB (Campus Law Centre, Delhi University), LL.M. (Columbia University, USA)	B.Com, Chartered Accountant, Cost Accountant	LLB from the University of Delhi and a fellow member of the Institute of Company Secretaries of India (ICSI)
Expertise in specific areas	Indian corporate and commercial laws, specialist in cross border commercial transactions, including restructurings, acquisitions, JVs, business alliances, foreign portfolio investments, private equity investments & exits, insolvency & bankruptcy, banking & finance, infrastructure & project finance and real property transactions.	Rich experience in the agriculture and rural sector and also possesses extensive knowledge and expertise in the areas of Financial Planning, Business Strategy, Sales & Marketing, Financial Control, Risk Management, business development and mergers & acquisitions.	Expertise in the functional areas of legal advisory and Corporate Affairs, Financial Control, Risk Management, Corporate Governance and Compliance management.

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Date of first appointment	May 21, 2020	May 21, 2020	May 21, 2020
Number of shares held in Colgate- Palmolive (India) Limited including beneficial interest	Nil	Nil	Nil
Name of other Companies in which he/she holds Directorship (along with listed entities from which the person has resigned in the past three years)	1. ABB India Limited 2. Ranjit Nanda and Associates Private Limited 3. PayU Payments Private Limited Ms. Pant has not resigned from any listed entity during the last three years.	1. Bayer Cropscience Limited 2. Ingersoll-Rand (India) Limited 3. Maharashtra Hybrid Seeds Company Private Limited 4. Cummins India Limited Mr. Natarajan ceased to be an Independent Director of Accelya Solutions India Limited on July 6, 2021.	Nil
Chairperson/ Member of the Committee(s) of Board of Directors of other Companies in which he/she is a Director	ABB India Limited Chairperson of - Stakeholders Relationship Committee Member of - Audit Committee - Nomination Remuneration Committee, - Corporate Social Responsibility PayU Private Limited Chairperson of - Nomination Remuneration	Bayer Cropscience Limited Chairperson of - Audit Committee Member of - Nomination Remuneration Committee , - Risk Management Committee Ingersoll-Rand (India) Limited Chairperson of Audit Committee	Nil

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	Committee Member of - Audit Committee, - ESG and Corporate Social Responsibility.	Member of - Nomination & Remuneration Committee , - Risk Management Committee, - Stakeholders Relationship Committee - Corporate Social Responsibility Cummins India Limited Chairperson of - Risk Management Committee Member of - Audit Committee, - Nomination Remuneration Committee - Stakeholders Relationship Committee
Relationships between Directors and Key Managerial Personnel interse	There is no inter-se relationship between Ms. Gopika Pant, other Members of the Board and Key Managerial Personnel of the Company.	There is no inter-se relationship between Mr. Sekhar Natarajan, other Members of the Board and Key Managerial Personnel of the Company.	There is no inter-se relationship between Mr. Surender Sharma, other Members of the Board and Key Managerial Personnel of the Company.
Terms of Appointment along with details of remuneration sought to be paid	Re-appointment as an Independent Director of the Company for a second term of 5 (five) consecutive years effective May 21, 2025 to May 20, 2030 on terms and conditions as	Re-appointment as an Independent Director of the Company 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	Re-appointment as a Whole-time Director of the Company for a period of 5 (five) consecutive years effective May 21, 2025 to May 20, 2030 on terms and conditions as specified in this Notice.

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	specified in this Notice. Ms. Pant, being an Independent Director, shall continue to receive the sitting fees for attending the Board and Committee meetings and the Commission as may be approved by the Company, from time to time.	Directors and on terms and conditions as specified in this Notice. Mr. Natarajan, being an Independent Director, shall continue to receive the sitting fees for attending the Board and Committee meetings and the Commission as may be approved by the Company, from time to time.	As per the resolution at item no. 3 of the Postal Ballot Notice on read with an explanatory statement on page no 11.
Remuneration last drawn by such a person, if applicable	Kindly refer Page No 150 of the Annual & ESG Report 2023-24
Number of Board meetings attended	5	5	5

Date : March 17, 2025

By Order of the Board Colgate-Palmolive (India) Limited

Chief Executive Officer

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Annexure II

- How do I vote electronically using the NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASusers can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see the e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to the e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, the option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open a web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enteryour User ID(i.e.

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your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to the NSDL Depository site wherein you can see the e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to the e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by the company. On clicking the e-Voting option, the user will be able to see the e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, users will be able to see the e-Votingoption where the e-Votingis inprogress and

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also be able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see the e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to the e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Individual Shareholders holding securities in demat mode with NSDL Individual Shareholders holding securities in demat mode with CDSL		Helpdesk details
		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022 - 4886 7000
		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to the NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open a web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your login credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below

Manner of holding shares i.e.	Your User ID is:
Demat (NSDL or CDSL) or
Physical
a) For Members who hold shares	8 Character DP ID followed by 8 Digit Client
in a demat account with NSDL.	ID
	For example if	your DP ID is IN300*** and
	Client ID is 12**		then your user ID	is
	IN30012***.
b) For Members who hold shares	16 Digit Beneficiary ID
in demat account with CDSL.
	For example if your Beneficiary ID			is
	12**	then	your user ID	is
	12**
c) For Members holding shares in	EVEN Number	followed by Folio Number
Physical Form.	registered with the company
	For example if	folio	number is 001*** and
	EVEN is 101456 then user ID is 101456001***

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1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote. b) If you are using the NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in the process for those shareholders whose email ids are not registered. 6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. 7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on the “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on the NSDL e Voting system.

- How to cast your vote electronically on the NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of the company for which you wish to cast your vote during the remote e-Voting period.

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1. Now you are ready for e-Voting as the Voting page opens.

2. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

3. Upon confirmation, the message “Vote cast successfully” will be displayed.

4. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to Scrutinizer@snaco.net with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under the "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “ Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Prajakta Pawle at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for procuring notice and e-Voting for the resolutions set out in this notice :

1. In case shares are held in physical mode, please provide Name, Folio No., share certificate number, PAN, mobile number and email address and also upload the image of share certificate in PDF or JPEG format (up to 1 MB) at https://web.in.mpms.mufg.com/EmailReg/Email_Register.html

2. In case shares are held in demat mode, please provide Name, DP ID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), PAN, mobile number and email address. If

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you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing above mentioned documents.