BASF India Ltd

Your Directors have pleasure in presenting their Report for the financial year ended March 31, 2025.

Standalone Financial Results

(Rs. in million)

Standalone Financial Performance

The revenue from operations stood at Rs. 1,51,623.5 million for the financial year ended March 31,2025 as compared to Rs. 1,37,674.8 million in the previous year. Your Company reported a Profit Before Tax of Rs. 6,699.2 million for the financial year ended March 31, 2025 as compared to Rs. 7,589.5 million in the previous year.

The Agricultural Solutions business of your Company registered good growth in revenues during the year under review fuelled by launch of new insecticides Efficon^?, Imunit^? and Pirate^?, which strengthened the product portfolio and complimented the performance of the key products i.e., Priaxor^? , Merivon^?, Systiva^? and Cabriotop^?. However, higher input costs and change in product mix impacted the profitability of the Agricultural Solutions business.

The Industrial Solutions segment of your Company comprising of the Dispersions & Performance Chemicals businesses. The revenue of the Dispersions business improved on account of higher demand across all segments and better price realisation. However, the profitability of Dispersions business was impacted due to higher input cost which could not be passed on to the customer due to stiff competition. In case of the Performance Chemicals business, the revenues improved due to increased demand in Automotive fluids, Lubricant and Fuel additives; however the margins were impacted due to lower price realisation.

The Materials segment of your Company comprising of the Performance Materials & Monomers businesses registered good growth in revenue during the year under review as compared to the previous year. The revenues of the Performance Materials business of the Company were mainly driven by strong demand in Appliances, Footwear and Transport industry which led to improved margins supported by stable input costs. The revenues of Company's Monomers business improved due to volume growth of MDI and Aniline bulk, however the margins were impacted on account of higher input cost.

The Surface Technologies segment of your Company comprises of the Coatings business. During the year under review, the revenues of Coatings business improved due to higher volumes coupled with higher price realisation mainly from OEMs; however the profitability was impacted due to one-time ERP implementation and cost related to transfer of business. The Coatings business is now carried out under BASF India Coatings Pvt Ltd, a wholly owned subsidiary of the Company effective January 1, 2025.

The Nutrition & Care segment of your Company comprises of the Care Chemicals and Nutrition & Health businesses. The revenues and margins of the Care Chemicals business of the Company improved on account of overall good demand across all segments. The revenues of the Nutrition & Health business registered lower volumes due to slow demand coupled with lower price realisation. However lower input costs and product mix supported to improve profitability for the said business.

The Chemicals segment of your Company comprises of Intermediates and Petrochemicals businesses. The revenues of Intermediates business improved due to higher demand in some of the key products; however the profitability of the Intermediates business was marginally impacted due to lower price realisation. The Petrochemicals business registered higher volumes due to strong demand; however the margins were impacted due to unfavourable product mix.

Export sales stood at Rs. 3,755.7 million during the year under review.

Demerger of Company's Agricultural Solutions Business

BASF SE, Germany (Ultimate Holding Company and Promoter of the Company) has globally implemented a more differentiated approach for steering its businesses in line with the principles of empowerment, differentiation and simplification. The global Agricultural Solutions business would be part of this differentiated steering approach.

In line with the global Differentiated Steering approach, the Board of Directors of your Company, at its meeting held on December 19, 2024, has accorded its in-principle approval for demerger of Company's Agricultural Solutions business into a separate listed legal entity. This would enable business & operational flexibility, leverage differentiated steering and create value for the stakeholders. The Company's Agricultural Solutions business has generated sales of Rs. 20,647.3 million, representing 13.6% of the total revenues of the Company for the financial year ended March 31, 2025.

In connection with the above, based on the recommendation of the Audit Committee, the Board of Directors of your Company at its meeting held on April 25, 2025, have approved the acquisition of 7 fully paid equity shares of BASF Agricultural Solutions India Ltd having face value of Rs. 10 each for a cash consideration aggregating Rs. 70/- (as per independent fair valuation), from BASF SE, Germany and its nominee shareholders. The said transaction was concluded on May 2, 2025 and consequently BASF Agricultural Solutions India Ltd has become a wholly owned subsidiary of the Company, effective May 2, 2025.

Further, the Board of Directors of the Company at its meeting held on May 14, 2025, inter alia, has approved the Scheme of Arrangement (“Scheme”) amongst the Company (“Demerged Company”), BASF Agricultural Solutions India Ltd (“Resulting Company”) and their respective shareholders, providing for the demerger of the Company's Agricultural Solutions Business (as defined in the Scheme) to BASF Agricultural Solutions India Ltd and various matters incidental thereto (“Proposed Transaction”) in compliance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Upon the Scheme coming into effect and in consideration of and subject to the provisions of the Scheme, the Resulting Company shall issue and allot, on a proportionate basis to the shareholders of the Demerged Company whose names are recorded in the register of members and records of the depository as shareholders of the Demerged Company as on the Record Date (as defined in the Scheme) as follows:

1 (One) fully paid-up equity share of the Resulting Company having face value of Rs. 10 (Rupees Ten) each for every 1 (One) fully paid-up equity share of Rs. 10 (Rupees Ten) each of the Demerged Company.

The Proposed Transaction is, inter alia, subject to receipt of requisite approvals from statutory and regulatory authorities, including the approval from the shareholders and creditors of the Company and Hon'ble National Company Law Tribunal, Mumbai. The equity shares of Resulting Company will subsequently be listed on BSE Limited and the National Stock Exchange of India Limited, subject to receipt of requisite approvals from statutory and regulatory authorities.

Transfer of Company's Coatings business to its wholly owned subsidiary, BASF India Coatings Private Limited Effective January 1, 2025, your Company has transferred its Coatings business to BASF India Coatings Private Limited, its wholly owned subsidiary for a consideration of Rs. 2119 million (as determined by an Independent Valuer) and based on the recommendations of the Audit Committee and approval of the Board of Directors of the Company. The said consideration was settled by way of issuance / allotment of 211.9 million equity shares of Rs. 10 each by BASF India Coatings Private Limited in favour of your Company. The transaction has concluded smoothly and business operations have commenced in BASF India Coatings Private Limited under new ERP system.

Closure of Turbo Tube Dryer Unit at Company's manufacturing site at Dahej, pertaining to Company's Care Chemicals business

During the year under review, the Board of Directors of your Company at its meeting held on February 4, 2025 approved the closure of Turbo Tube Dryer (TTD) Unit, part of the Company's Care Chemicals business at its manufacturing site at Dahej. The decision to close the TTD unit was taken due to its technology not reflective of current Indian market standards leading to low utilization, high maintenance, increased production of off-specification materials, frequent write-offs and adverse performance. The closure of the Turbo Tube Dryer Unit would lead to direct fixed cost savings as against the unit earnings loss, which has been estimated to be minor.

Change in Registered Office of the Company

During the year under review, your Company has shifted its registered office from The Capital, ‘A Wing', 1204-C, 12^th Floor, Plot No. C-70, ‘G Block', Bandra - Kurla Complex, Bandra (East), Mumbai 400 051 to Unit No. 10A, 10B, 10C (Part), 10^th Floor, Godrej One, Pirojsha Nagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079 with effect from November 15, 2024. Consequent thereof, all communications, correspondences, letters and writings should be made to the new Registered Office address of your Company.

Consolidated Financial Statements

The Annual Audited Consolidated Financial Statements together with the Report of Auditors' thereon forms part of this Annual Report.

Your Company does not have any Associate Company or Joint Venture Company as on March 31, 2025.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of BASF India Coatings Private Limited (wholly owned subsidiary) in the prescribed Form AOC-1 is provided in Annexure 1 and forming part of this Report. The Unaudited Financial Statements of the wholly subsidiary company are also available on the Company's website at https://bit.lv/UnauditedFSsofSubsidiarv and the same are also available for inspection as per the details mentioned in the Notice of 81^st Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

Transfer to Reserves

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2025.

Share Capital

During the year under review, there has been no change in the share capital of the Company. The authorised share capital of the Company, as on March 31,2025 is Rs. 715,597,150/-, which is divided into 71,559,715 equity shares of Rs. 10/- each, whereas the issued share capital of the Company comprises of 43,285,640 equity shares of Rs. 10/- each aggregating to Rs. 432,856,400/-.

Dividend

The Board of Directors of your Company have recommended a Dividend of Rs. 20/- per equity share i.e., 200% for the financial year ended March 31, 2025. The Dividend would be paid, subject to the approval of the Members at the forthcoming Annual General Meeting to be held on August 12, 2025.

Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, and the same is available on the Company's website at https://bit.ly/BASFDividendDistributionPolicy.

Changes in Directors

During the year under review, the following changes took place in the Board of Directors of the Company:-

i) Appointment of Mr. Narendranath J. Baliga as Whole-time Director of the Company

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of your Company at its Meeting held on November 12, 2024 has appointed Mr. Narendranath J. Baliga (DIN: 07005484) as the Whole-time Director of the Company for the period effective from January 1, 2025 to June 30, 2027. The said appointment was duly approved by the Members of the Company by way of postal ballot on March 15, 2025.

Mr. Narendranath J. Baliga, a Chartered Accountant and a graduate in Business Management, joined BASF in 1994. Over the past three decades, he has held various leadership positions, managing regional and global responsibilities in India, Singapore, China, and Germany in the area of Finance, Regional Controlling, Global Supply Chain, and Global Process and Enterprise Architecture. Since January 1,2015, Mr. Baliga has served as the Chief Financial Officer of the Company and holds the additional position of Vice President - Global Business Services. His functional responsibilities encompass Finance, HR, Supply Chain, EHS, Intellectual Property, Communications, Government Relations and Advocacy, Real Estate and Facility Management services.

ii) Re-appointment of Mr. Marcelo Rocha Lu and Mr. Anil Kumar Choudhary as Directors of the Company:

- In accordance with the provisions of Section 152 (6) of the Companies Act, 2013, Mr. Marcelo Rocha Lu, Non-Executive Director and Mr. Anil Kumar Choudhary, Manufacturing Head & Whole-time Director being eligible, offers themselves for re-appointment as Directors (in the same capacity) of the Company at the 81^st Annual General Meeting of the Company to be held on August 12, 2025.

As required under the SEBI Listing Regulations, the details of Mr. Marcelo Rocha Lu and Mr. Anil Kumar Choudhary, Directors of the Company, seeking re-appointment at the ensuing Annual General Meeting are provided in the Corporate Governance Report, forming part of this Annual Report.

Effective April 1, 2024, Mr. Bahram Vakil and Ms. Sonia Singh were appointed as Independent Directors of the Company for the term of 5 consecutive years. Further, Mr. Pradip P. Shah was appointed as Non-Executive NonIndependent Director of the Company effective April 1, 2024. The said appointments were duly approved by the Members of the Company on May 7, 2024.

Finance & Accounts

Your Company efficiently managed working capital and generated cash from operations of Rs. 3,890.6 million during the year under review. Your Company had Nil borrowings as at the end of financial year 2024-2025.

Your Company continued to focus on managing cash efficiently and ensured that it had adequate credit lines from Company's bankers. Your Company's debt equity ratio was Nil as at March 31, 2025.

Capital Expenditure

Capital expenditure incurred during the year under review aggregated to Rs. 1,562.2 million.

Credit Rating

During the year, CRISIL Ltd re-affirmed the credit rating of ‘CRISIL AAA/ Stable' for the long-term debt programme of your Company. The ratings on the Fixed Deposits and Commercial Paper have been re-affirmed at ‘FAAA / Stable' and ‘CRISIL A1+', respectively.

Instruments with these ratings are considered to have the highest degree of safety regarding timely servicing of financial obligations & carry lower credit risk.

Fixed Deposits

During the year, your Company has not invited, accepted, or renewed any fixed deposits from the public and accordingly, there is no principal or interest outstanding in respect thereof.

Management Discussion and Analysis Report

In terms of the SEBI Listing Regulations, the Management Discussion and Analysis Report is appended to this Annual Report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and has complied with the Corporate Governance requirements as per the SEBI Listing Regulations.

A separate report on Corporate Governance as stipulated under the SEBI Listing Regulations along with a Certificate of Compliance from the Statutory Auditors, forms part of this Annual Report.

Corporate Social Responsibility

As required under the provisions of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee on April 30, 2013. In view of the changes in the Board of Directors of the Company, the CSR Committee was reconstituted by the Board of Directors at its meeting held on March 27, 2024, effective April 1, 2024.

Presently, Mr. Bahram Vakil (Chairman), Ms. Sonia Singh, Independent Directors and Mr. Anil Kumar Choudhary, Manufacturing Head & Whole-time Director are the Members of the CSR Committee.

Mr. Manohar Karnath, Director - Legal, General Counsel (India) & Company Secretary of the Company continues to act as the Secretary of the CSR Committee.

The CSR Committee has formulated the CSR Policy and has recommended the activities to be undertaken by the Company as specified under Schedule VII of the Companies Act, 2013.

During the year under review, two meetings of the CSR Committee were held on August 7, 2024 and March 26, 2025 to review and recommend to the Board of Directors, the CSR activities to be undertaken by the Company during the financial year 2024-2025.

Your Company was required to spend an amount of Rs. 138.2 million (Gross Amount) during the financial year 2024-2025 towards CSR projects / activities.

The details of the ongoing CSR projects initiated by the Company, are provided in Annexure II of this Report. Business Responsibility & Sustainability Report

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, should mandatorily include a Business Responsibility & Sustainability Report (“BRSR”) from financial year 2022-23 onwards.

In line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the financial year 2024-25, as Annexure Ill, describing the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR for the financial year 2024-2025 has also been hosted on the Company's website, and the same can be accessed at www.basf.com/in

Vigil Mechanism

Your Company has established a Whistle Blower Policy for employees, Directors and third parties to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. This policy is available on the Company's website and can be accessed at: https://bit.lv/BASFWhistleBlowerPolicv.

Directors' Responsibility Statement

Your Directors confirm that:

(i) in the preparation of the annual standalone and consolidated financial statements, the applicable accounting standards have been followed;

(ii) 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 at the end of the financial year ended March 31, 2025 and of the profit of the Company for that period;

(iii) 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;

(iv) they have prepared the annual standalone and consolidated financial statements on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with sub-rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, forms part of this Report as Annexure IV.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Directors, Key Managerial Personnel, Board and its Committees. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors of your Company expressed satisfaction about the transparency of disclosures, maintenance of higher governance standards and updation of the Non-Executive and Independent Directors on key topics impacting the Company. The suggestions provided by the Board of Directors of the Company were implemented during the financial year 2024-25.

Policy on Directors' appointment and remuneration

The policy on Directors' appointment and remuneration including determination of the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013, forms part of the Nomination & Remuneration Policy of the Company. This policy is available on the Company's website and can be accessed at: https://bit.lv/BASFNRCPolicv

Statutory Auditors

The Members of the Company may kindly note that the M/s. Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/N500016), Mumbai were re-appointed as the Statutory Auditors of the Company for the 2^nd term of 5 (five) consecutive years i.e., from the conclusion of the Annual General Meeting of the Company held on August 3, 2022 till the conclusion of the Annual General Meeting of the Company to be held in the year 2027.

As BASF SE, Ultimate Holding Company and other BASF Group companies were in discussions with overseas network member firms of PricewaterhouseCoopers International Limited (‘PwC Network firms') for providing of certain non-audit services to these companies outside India, M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/N500016), Mumbai re-assessed their ability to continue as Statutory Auditors of the Company in terms of Standard on Quality Control (SQC) 1 ‘Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements' issued by the Institute of Chartered Accountants of India.

In order to avoid any potential conflict of interest that may arise in future consequent to the aforesaid discussions on non-audit services of BASF SE with PwC Network firms outside India, M/s. Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/N500016), Mumbai resigned as the Statutory Auditors of the Company at the 80^th Annual General Meeting of the Company held on August 7, 2024.

Based on the recommendation of the Audit Committee and the Board of Directors of the Company, the Members of the Company at the 80^th Annual General Meeting have appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Regn. No. 117366W/W-100018) as the Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e., from the conclusion of the 80^th Annual General Meeting of the Company held on August 7, 2024 upto the conclusion of the 85^th Annual General Meeting to be held in the year 2029.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Regn. No. 117366W/W-100018) have confirmed to the Board of Directors of the Company that they are eligible to continue as the Statutory Auditors of the Company and that they continue to satisfy the criteria as specified under the provisions of Section 139 and Section 141 of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HSPN & Associates, LLP, Practicing Company Secretaries, Mumbai (COP No. 1483), to conduct the Secretarial Audit of the Company for the financial year 2024-2025 and to furnish their report to the Board. The Secretarial Audit Report dated May 14, 2025 forms part of this Report as Annexure V.

Further, based on the recommendation of the Audit Committee and subject to the approval of the Members of the Company to be sought at the forthcoming 81^st Annual General Meeting of the Company to be held on August 12, 2025, the Board of Directors of your Company at its meeting held on May 14, 2025 has appointed M/s HSPN & Associates, LLP, Practicing Company Secretaries, Mumbai (COP No. 1483) as the Secretarial Auditors of your Company for a term of 5 (five) consecutive years i.e., from the conclusion of the 81^st Annual General Meeting to be held on August 12, 2025 till the conclusion of the Annual General Meeting to be held during the calendar year 2030. M/s HSPN & Associates, LLP, Practicing Company Secretaries, Mumbai (COP No. 1483) has confirmed to the Board of Directors of the Company that they are eligible to be appointed as the Secretarial Auditors of the Company.

Qualifications / Reservations in the Auditors' Report & Secretarial Audit Report

There are no qualifications / reservations placed by the Statutory Auditors and the Secretarial Auditor in their respective Reports for the financial year ended March 31, 2025.

Compliance with Secretarial Standards

Your Company has duly complied with the applicable Secretarial Standards (‘SS') issued by the Institute of Company Secretaries of India relating to Meetings of the Board and its Committees (‘SS1') and General Meetings (‘SS2'), respectively, during the year under review.

Reporting of Frauds by Auditors

During the year under review, there have been no instances of fraud committed against the Company by its officers or employees, which were required to be reported to the Audit Committee / Board of Directors of the Company, by the Statutory Auditors or the Secretarial Auditor under Section 143(12) of the Companies Act, 2013.

Cost Audit

The Board of Directors, in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, having Registration No. 000010, for conducting the audit of the cost accounting records of the Company for the financial year 2025-2026. The Cost Auditors have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from acting as the Cost Auditors of the Company. The Cost Audit report for the financial year 2024-25 would be adopted by the Board on or before September 30, 2025.

Composition of the Audit Committee

As required by Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules framed thereunder, the composition of the Audit Committee is in line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, details of which are provided in the Corporate Governance Report, forming part of this Annual Report.

Related Party Transactions

All related party transactions that were entered into by the Company during the financial year 2024-2025 were on arms' length basis. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other Related Parties, which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for transactions, which are repetitive in nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions, as approved by the Board, is available on the Company's website and can be accessed at: https://bit.lv/BASFRPTPolicv.

Your Board of Directors draw the attention of the Members to Note No. 51 of the Standalone Financial Statements, which sets out related party disclosures under the Indian Accounting Standards (IND AS).

Further, the disclosures as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2, form part of this Report, as Annexure VI.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

During the financial year 2024-2025, the Company has placed Inter-Corporate Deposits with BASF Catalysts India Private Limited and BASF Chemicals India Private Limited, affiliates of your Company in India. The details of amount outstanding as of March 31, 2025 was as follows: -

BASF Chemicals India Private Limited - NIL

BASF Catalysts India Private Limited - Rs. 5,100 million

Further, the Members of the Company, by way of Special Resolution passed on May 7, 2024 has increased the overall / aggregate limits of the Company of Inter-Corporate Deposits placed with BASF Group Companies in India from Rs. 7,500 million to Rs. 14,500 million (fungible limits), the details of which are as follows:

BASF Catalysts India Pvt Ltd: Rs. 14,500 million BASF Chemicals India Pvt Ltd: Rs. 4,500 million Chemetall India Pvt Ltd: Rs. 1,000 million Nunhems India Pvt Ltd: Rs. 1,000 million

BASF India Coatings Pvt Ltd (wholly owned subsidiary): Rs. 1,500 million

Your Directors draw the attention of the Members to Note No. 10 of the Standalone Financial Statements, which sets out the disclosures under the Indian Accounting Standards (IND AS).

Weblink of Annual Return

The Annual Return of the Company for the financial year ended March 31, 2025 in Form MGT-7 is available on the Company's website at: https://bit.lv/BASFANNUALRETURN2024-25

Particulars of Employees

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, forms part of this Report as Annexure VII. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all the Members of the Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at manohar.kamath@basf.com

Prevention of Sexual Harassment at the Workplace

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels. Providing a safe and congenial work environment for all employees is an integral part of the Company's Code of Conduct.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has adopted a Policy for Prevention of Sexual Harassment at Workplace and has constituted an Internal Committee (IC). The names of the IC Members are displayed on the notice board in each office and manufacturing site. All employees as well as contract staff and trainees are covered by this policy. Allegations of sexual harassment reported are expeditiously and discreetly investigated and disciplinary action, if required, is taken in accordance with the policy.

There were 3 (three) complaints of sexual harassment received & appropriately addressed during the financial year 2024-2025.

Training programs on prevention of sexual harassment at the workplace are also conducted at regular intervals. During the year under report, your Company conducted awareness programmes on the policy for its employees. Your Company had also rolled out an e-learning module to sensitize & create awareness amongst the employees of the Company on prevention of sexual harassment.

Risk Management

Your Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company. The Board also reviewed the implications of the geo-political risks and cyber security risks and the effects associated thereof on the Company, and appropriate mitigation measures for the same.

Internal Financial Control Systems and their adequacy

Your Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Additional details on Internal Financial Controls and their adequacy are provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

Significant and material orders passed by Regulators or Courts

Certain litigations pending with Regulators or Courts have been disclosed as Contingent Liabilities in Note no. 40 of the Notes to the financial statements for the financial year ended March 31, 2025. There are no significant and material orders passed by the Regulators / Courts, which would impact the going concern status of the Company and its future operations.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report on account of the ongoing geo-political crisis around the world.

Board Meetings Six (6) Board Meetings were held during the financial year 2024-2025 on the following dates:

(1) May 14, 2024

(2) August 7, 2024

(3) November 12, 2024

(4) December 19, 2024

(5) February 4, 2025

(6) March 26, 2025

Declaration of Independence

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations as amended.

Other Disclosures

• The Company has not issued any shares with differential voting rights / sweat equity shares.

• There was no revision in the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

• There has been no change in the nature of business of the Company as on the date of this report.

• There are no proceedings filed against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-2025. Your Company has initiated action against few customers under the Insolvency and Bankruptcy Code, 2016.

Employee Relations

Your Directors place on record their sincere appreciation of the contribution made by the employees at all levels to the growth of the Company. Industrial Relations at all our manufacturing sites remained cordial.

Acknowledgments

The Board of Directors take this opportunity to thank BASF SE, Germany and all other stakeholders including customers, suppliers, bankers, business partners/ associates, Central and State Governments, regulatory authorities and the society at large for their consistent support and co-operation to the Company. Your Directors thank the Members and Investors for their confidence in the Company.