Bayer CropScience Ltd

Dear Members,

The Board of Directors are pleased to present the Company's 67^th Annual Report on its business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the financial year ended March 31, 2025.

(Rs. in Million)

The Company's revenue from operations for the financial year 2024-25 was Rs.54,734 Million as compared to Rs.51,062 Million during the financial year 2023-24, an increase of 7.19% from the previous year. The Company's Profit before exceptional items and tax was Rs.7,074 Million during the year compared to Rs.9,414 Million in the previous year. The Company earned a net profit after tax of Rs.5,680 Million, lower by 23.30%, as against a net profit after tax of Rs.7,405 Million in the previous year.

In line with the Dividend Distribution Policy of the Company, the Board of Directors at their meeting held on May 26, 2025, has recommended a Final Dividend of Rs.35 per Equity Share of Rs.10 each amounting to Rs.157.30 Million for the financial year ended March 31, 2025. The declaration of Final Dividend is subject to approval of the Members at the ensuing Annual General Meeting of the Company. Further, Interim Dividend of Rs.90 each per Equity Share of Rs.10 each amounting to Rs.4,045 Million as recommended by the Board of Directors was paid on December 11, 2024.

The total Dividend for the financial year 2024-25, including the proposed Final Dividend, amounts to Rs.125 per Equity Share of Rs.10 each.

The Register of Members will remain closed from Friday, August 8, 2025, to Friday, August 15, 2025 (both days inclusive) for reckoning the Members eligible for dividend.

During the financial year, there was no amount proposed to be transferred to the General Reserves.

There have been no material changes and commitments, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

The export sales for the financial year ended March 31, 2025, was Rs.1,914 Million as compared to Rs.1,646 Million during the previous year.

The Company does not have any subsidiaries, associate companies, or joint ventures.

Your Company's assets continue to be adequately insured against various risks like fire, riot, earthquakes and the risk of loss of profits arising due to these insurable risks also stands insured, amongst other things. In addition, adequate coverage has been provided to cover public liability, environmental liability and product liability claims. The Company has also taken Directors and Officers Liability Insurance Policy. Stocks are insured whilst in transit and/or stored in the warehouses. In addition, all the employees are covered against the risk of loss of life, hospitalization and personal accident.

The Company's exposure to foreign exchange risk comprises the risk of fluctuations of foreign currency versus the local currency. The goal is to reduce the negative impact on the earnings arising from fluctuations in the exchange rates. In this endeavor, the majority of the forex transactions with group companies are invoiced in rupee terms effective from January 2018, thereby insulating the Company's books from forex volatility. To mitigate the currency fluctuations for the balance non-group US dollar denominated transactions, the net exposure of the Company, if required, is hedged, after taking advantage of the natural hedge, on a monthly basis.

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, (“Act”) the Board of Directors, to the best of their knowledge and belief, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. Appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the financial year ended March 31, 2025.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis.

5. Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

Health for all, Hunger for none - our mission is at the heart of everything we do at Bayer. The Company is currently working on better familiarizing our organization with the mission and are therefore operating in the new system called Dynamic Shared Ownership (DSO). This new organizational model empowers the teams and deploys resources more efficiently for the future. Our goal is for employees to work in small, self-administered teams. As we do this, we ensure that the health and safety of people working at and for Bayer and of those who live near our sites are accorded the highest priority.

The Company's focus is taking consistent precautions to ensure healthy working conditions and safety in day-to-day work, in the operation of production facilities, and on work-related travel.

Our Group Regulation on HSE Management and HSE Key Requirements was updated in December 2024 which describes the approach for co-ordinating and monitoring health and safety processes and defines core health and safety requirements. Operational responsibility for health and safety lies with the individual sites, which steer HSE via management systems, committees and working groups at our sites. The sites encourage incident reporting and emergency preparedness with strong focus on timely and adequate corrective and preventive actions. These efforts resulted in Zero high severity injuries and fatalities this year.

Audits and capacity building efforts covering health and safety topics are an integral component of our HSE management system. They help to ensure compliance with applicable regulations and to improve performance at our sites. By identifying and mitigating potential HSE risks, they contribute to safeguarding our license to operate.

Within the context of our occupational health and safety management, Bayer employees and employees of contractors receive appropriate training in the prevention of accidents and safety incidents and in taking care of their own health. The Senior Management, our managerial staff and our employees are furthermore regularly informed about occupational health and safety performance, including safety indicators and incident KPIs and, if necessary, individual incidents.

Health leadership is a fundamental and key component in the development and implementation of sustainable health promotion programs at our Company. To support the people-leaders in their role, global offerings such as a health and well-being toolbox including, a guideline on challenging leadership situations, web-based training on mental health and leadership and ergonomics training, are provided.

The Company's health strategy and promotion programs aim to effectively engage and empower employees to choose healthy behaviours that reduce the risk of developing chronic diseases and other illnesses and improve their health conditions. We are thrilled to announce that our efforts have been recognized, and Bayer India was awarded the Healthy Workplace - Hall of Fame by Arogya World in December 2024 - an award to honour companies demonstrating exceptional leadership and a long-term commitment to workplace health. Our journey to be a healthy workplace which started several years ago, reached the first milestone in 2021 with the “Gold” category award and later, the “Platinum” category award in 2023. The Hall of Fame award in December 2024 reflects our company's ongoing dedication to fostering a healthy, supportive, and vibrant work environment.

To promote ownership of Sustainability, Safety, Health & Environment amongst employees, the Company celebrates occasions like the World Environment Day, India National Safety Week, National Road Safety Month, International Yoga Day, International Self-Care Day, World Mental Health Day and many others.

As part of our responsibilities, our HSE and sustainability audit activities also extends for supply chain management. They form an efficient evaluation approach and the results of these HSE audits are factored into the supplier selection and management processes. The Company also ensures safe operations in its value chain by periodically reviewing and handholding third party warehouses, suppliers and contract manufacturers. As part of the supplier engagement process, the Company conducted a supplier HSE capability building workshop in January 2025 for our key chemical suppliers. By acting responsibly in collaboration with our suppliers, we aim to identify and minimize risks and create stable, long-term business relationships with our partners as we advance on our mission.

In alignment with our mission of “Health for all, Hunger for none”, we have identified three core value pillars - Improving Lives, Sustainable Development and Partnerships. Over the last five years, we have benefitted more than 4 million community members through various initiatives in the areas of Health and Nutrition, Sustainable Agriculture, Education, Water Conservation and Management and Rural Development.

At Bayer, we want to contribute to a world where everyone has access to sufficient food and can live a healthy life. We aim to address the concerns related to food security and health accessibility in underserved communities and make the world a more equitable and sustainable place.

Accordingly, our corporate charitable giving partners help drive positive societal change fueling our mission “Health for all, Hunger for none”.

We believe in the system-changing power of innovation and focus on identifying new opportunities in rural livelihoods through women-centric approaches. The Company seeks to foster and scale meaningful solutions for social health challenges and food crisis. Our work in the thematic areas of Preventive Healthcare, Nutritional Security, Water Conservation and Management and Rural Development help us deliver on our social commitment to transform communities. The strategy includes executing projects in aspirational districts & Bayer site locations with focus on the underserved communities especially women and children.

Our programs focus on finding answers for challenges related to the UN sustainable development goals around nutrition, health, gender equality and access to water, in alignment with our vision.

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization computed as on March 31, 2025, shall include a Business Responsibility and Sustainability Report (“BRSR”) describing initiatives taken by the Company from an environmental, social and governance perspective. A separate section on BRSR forms part of this Annual Report.

At Bayer, we are dedicated to creating an environment where everyone can work better, innovate and develop. Our employees play a pivotal role in creating an inclusive, highly engaged, top performing organization. By bringing complementary skillsets together and providing regular coaching and feedback, we enable our employees and teams to achieve their full potential.

Our ambition is to accelerate the impact of all of Bayer's talent on the Company's mission: Health for all, Hunger for none. Directly shaping and supporting our people & the various elements of our Company's purpose, vision and strategy, we commit to putting business needs at the center of everything we do.

As we have done in the past, and in line with Bayer's global strategy, we continue to follow an equitable, fair and transparent compensation philosophy. The company encourages maintaining of a healthy work-life balance for all employees, flexi working hours and a focus on health and well-being.

At Bayer, we want to imagine a workplace where decisions are made by those on the ground, where managers become coaches, and innovation cycles are as quick as 90 days. The Company has redesigned its entire operating model to put our mission - Health for all, Hunger for none - at the forefront of everything we do.

We have redesigned Bayer around the Company's mission with an overhaul of our operating model to deliver faster innovation and a better experience for the farmers and consumers who depend on #TeamBayer.

The Company is moving away from a hierarchical model and putting more power in the hands of the innovators and creators at Bayer. We call it Dynamic Shared Ownership (DSO).

Here are some ways we're bringing it to life:

• Building Teams Around the Customer, Not the Boss: Traditionally, teams in large organizations are focused on things like annual budget requests. At Bayer, we are redesigning the teams around what customers need today and tomorrow. At the end of 2024, the Company had all customer team up and running with more empowerment to make decisions.

• Picking up the Pace of Progress: Instead of long planning cycles, the Company's new model is built on rapid 90-day cycles, with a bias for action. We see the potential to accelerate our biggest projects by working in three-month rhythms, assessing progress and reallocating resources along the way.

• A Better Bayer is on the Horizon: Our teams have adapted quickly to the new working model. By the end of 2024, our new system has touched every corner of #TeamBayer. Through this change, the Company aims for a more productive and fulfilled workforce; world-leading, faster-to-market innovations; and superior financial performance.

As part of the implementation of DSO, we conducted an Ownership Pulse survey across the organization where employees shared feedback on a number of work and teams specific items, scoring an average score of 4.12 out of 5.

At Bayer, we are dedicated to creating an environment where everyone can work better, innovate and develop. We help reinforce our employees' strengths to be the best they can be. Our approach to performance puts our employees in the driver's seat to shape their growth and development. We enable development through continuous feedback, and support development through Coaching, Mentoring and additional learning at the Bayer Academy.

The Company has launched a new platform called “Talent Marketplace”, which will help employees to reimagine what a career looks like at Bayer and how they can grow and develop through new experiences and gaining new skills. It connects employees with new opportunities for project-based work, new roles or provides suggestions on other development opportunities and people to connect with. It's an overarching upskilling and networking ecosystem that will support our employees in taking ownership and design their careers.

The Company is committed to embrace diversity in all forms and aims to foster innovation, creativity, and empathy in our Company.

With Bayer's continued commitment to Diversity, Equity & Inclusion (DEI), in 2024, we further strengthened our efforts to foster a more inclusive and diverse workforce and culture. At Bayer, we acknowledge and appreciate how a balanced representation (albeit in terms of gender, culture, ethnicity, sexual orientation etc.) can lead to improved and representative decision making, possibly a more collaborative work culture and ultimately better business outcomes.

The Company has embedded a variety of initiatives to nurture a culture of inclusion across the Talent management lifecycle to make Bayer a preferred employer of choice.

This year too, Bayer has been featured in the 100 Best Companies for Women in India and has been certified as a Great Place to Work by the Great Place to Work Institute and one of India's best workplaces in Chemicals, and India's best workplaces in Manufacturing.

Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors (“Board”) have made the following appointments/ re-appointments during the year:

• Ms. Radhika Rajan (DIN: 00499485) was appointed as the Non-Executive Woman Independent Director with effect from July 23, 2024, for a period of five (5) years commencing from August 14, 2024, to August 13, 2029.

• Mr. Vinit Rajesh Jindal (DIN: 10849465) was appointed as the Whole-time Director designated as Executive Director and Chief Financial Officer with effect from March 01, 2025, for a period of five (5) years commencing from March 01, 2025, till February 28, 2030.

• Ms. Jana Marlen Ackermann (DIN: 10849470) was appointed as Non-Executive Non-Independent Director with effect from March 01, 2025, for a period of five (5) years commencing from March 01, 2025, till February 28, 2030.

• Mr. Sanjiv Rangrass (DIN: 08786754) has been appointed at the Board Meeting held on June 11, 2025, as an Additional Non-Executive Independent Director with effect from August 01, 2025, for a term of five (5) years commencing from August 01, 2025, to July 31, 2030, subject to the approval of the Shareholders.

The said appointments were subject to the Shareholders' approval and in accordance with Regulation 17(1C) of the SEBI Listing Regulations, Shareholders' approval for the appointment of Ms. Radhika Rajan was sought vide Special Resolution in the Annual General Meeting convened on August 14, 2024, and for Mr. Vinit Rajesh Jindal and Ms. Jana Marlen Ackermann the approval was sought vide Ordinary Resolution(s) passed through Postal Ballot on April 02, 2025 with requisite majority. The Shareholders' approval for the appointment of Mr. Sanjiv Rangrass as an Additional Non-Executive Independent Director is being sought in Item No. 4 of the Notice convening the 67^th Annual General Meeting.

Further, during the year, the following cessations/ resignations took place:

• Ms. Ketaki Bhagwati (DIN: 07367868) ceased to be Non-Executive Independent Director on completion of her term with effect from July 23, 2024.

• Mr. Simon-Johannes Britsch (DIN: 09194547) resigned from the position of Whole-time Director designated as Executive Director and Chief Financial Officer with effect from February 28, 2025.

• Dr. Miriam Holstein (DIN: 10458293) resigned from the position of Non-Executive Non-Independent Director with effect from February 28, 2025.

The Board of Directors placed on record its warm appreciation for the rich and valuable contributions made by Ms. Ketaki Bhagwati, Mr. Simon-Johannes Britsch and Dr. Miriam Holstein during their association with the Company.

At the 67^th Annual General Meeting ("AGM") of the Company and in accordance with the applicable provisions of the Act and the Articles of Association of the Company, Dr. Thomas Hoffmann, Non-Executive Non-Independent Director retires by rotation and being eligible offers his candidature for re-appointment as Director of the Company.

The Independent Directors of the Company hold office for a fixed term of five (5) years and are not liable to retire by rotation. In accordance with the provisions of Section 149(7) of the Act, Mr. Pankaj Patel, Mr. Sekhar Natarajan and Ms. Radhika Rajan are the Independent Directors of the Company as on March 31, 2025 and Mr. Sanjiv Rangrass, who has been appointed as the Independent Director with effect from August 01, 2025, subject to the approval of Shareholders, have given their declarations to the Board that they meet the criteria of Independence as laid down under Section 149(6) of the Act and the SEBI Listing Regulations as amended from time to time.

Based on his extensive experience, deep industry knowledge, and alignment with the Company's values and governance standards, Mr. Rangrass was identified as a highly suitable candidate for the role of Independent Director.

The term of five (5) years of Mr. Sekhar Natarajan (DIN: 01031445) as a Non-Executive Independent Director of the Company ceases on close of business hours of August 06, 2025. Mr. Natarajan has expressed his intention to not renew his term further. Consequently, he shall also step down from Audit Committee, Nomination and Remuneration Committee and Risk Management Committee effective same date.

The Board placed on record its warm appreciation for the rich and valuable contributions made by Mr. Sekhar Natarajan during his term as a Director of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025, were Mr. Simon-Thorsten Wiebusch, Vice Chairman & Managing Director and Chief Executive Officer, Mr. Vinit Rajesh Jindal, Whole-time Director designated as Executive Director and Chief Financial Officer (w.e.f. March 01, 2025) and Ms. Bharati Shetty, Company Secretary and Compliance Officer (w.e.f. July 15, 2024).

During the year under review, Mr. Simon-Johannes Britsch resigned as Whole-time Director & Chief Financial Officer effective February 28, 2025 and Mr. Nikunjkumar Savaliya, resigned as the Company Secretary and Compliance Officer effective May 31, 2024.

The Company is committed to maintaining the highest standards of Corporate Governance and ensuring adherence to the Corporate Governance requirements, as set out by the Securities and Exchange Board of India (“SEBI”). The Company's Corporate Governance framework has evolved over the years and conducting the business with integrity and highest level of governance has been the core to our corporate behavior. As required under Regulation 34(3) of the SEBI Listing Regulations, a detailed Corporate Governance Report is annexed to this Report. The Company is in full compliance with the requirements and disclosures that must be made in this regard.

A Certificate from a Company Secretary in Whole-time practice, confirming compliance of the Corporate Governance requirements by the Company, is annexed to the Corporate Governance Report. A Certificate of Corporate Governance from the Chief Executive Officer and Chief Financial Officer of the Company, in terms of the SEBI Listing Regulations, inter alia confirming the correctness of the financial statements and cash flow statements, as well as adequacy of internal control measures of the Company, also forms a part of the Corporate Governance Report.

During the financial year 2024-25, four (4) Board Meetings were duly convened and held. The details of the Board Composition and Board Meetings are given in the Corporate Governance Report annexed thereto.

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and SEBI Listing Regulations. The composition of the Audit Committee and the details of the Audit Committee Meetings are given in the Corporate Governance Report forming part of this Annual Report.

During the financial year 2024-25, four (4) Audit Committee Meetings were duly convened and held, and the Board accepted all the recommendations made by the Audit Committee.

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board and Committee Evaluations were carried out during the year, wherein all the Members of the Board evaluated the Board's as well as Committee's performance based on various parameters. The said parameters are based on the Guidance Note on Board Evaluation issued by SEBI.

The Nomination and Remuneration Committee reviewed the performance of the Individual Directors based on various criteria such as constructive inputs in meetings, preparedness on the issues discussed at the meetings, etc. The results of the evaluation were discussed at the Nomination and Remuneration Committee Meetings and were placed at the Board Meeting for the Chairman's review. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated.

The Company follows a structured assessment process for the evaluation of the performance of the Board, the Committees of the Board, and the individual performance of each Director where the evaluation is conducted through digital means with documents being securely uploaded and accessed electronically. The evaluation process is primarily focused on the criteria with respect to the overall functioning of the Board as well as the Committees, their composition, governance aspects, contribution in the long-term strategic planning, etc. The evaluation process was conducted in a fair and transparent manner.

The Company has a comprehensive Consolidated Policy for Nomination & Remuneration, Board Diversity and Performance Evaluation in place. The said Consolidated Policy lays down the criteria for each of the responsibilities of the Nomination and Remuneration Committee (“NRC”). The NRC shall be guided by the said Consolidated Policy while discharging its duties on behalf of the Company. This policy details the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other matters as required. It explains the principles of overall remuneration, including short-term and long-term incentives payable to Executive Directors, Key Managerial Personnel and Senior Management of the Company.

The policy is framed in accordance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. The detailed policy is available on the Company's website at www.bayer.in.

As a responsible and transparent corporate citizen, the Company has adopted a Whistle Blower Policy, as a part of its vigil mechanism to provide appropriate avenues to the employees, as well as any third party, to bring to the attention of the Management, any issue that is perceived to be in violation of, or in conflict with, the Code of Conduct, values, principles and beliefs of the Company. Good Corporate Governance entails that the interests of the employees, shareholders and society in general, are protected at all times. The well-established vigil mechanism provides all employees with the opportunity to report, without fear, their concerns about any unethical conduct, financial malpractices or any unhealthy practice that may be prevalent in the Company. The employees are encouraged to voice their concerns or issues by way of whistle blowing, and the Company provides them with access to the Audit Committee to tackle instances of victimization. The Company through its global mechanism has also provided hotline number(s) and a dedicated weblink at https://www.bayer.com/en/corporate-compliance/ speak-up-channel for reporting such concerns. The Corporate Compliance Team addresses the whistle blower complaints and presents the status of such complaints at the Audit Committee meetings held on a quarterly basis.

The details of the Whistle Blower Policy are explained in the Corporate Governance Report and posted on the Company's website at www.bayer.in.

The Company has in place a Code of Conduct (“Code”) which is applicable to the Members of the Board and the Senior Management of the Company. The Code lays down the standard of conduct expected to be followed by the Directors and Senior Management in their business dealings and on matters relating to integrity in the workplace, dealings with stakeholders and in business practices. This Code is intended to provide guidance to the Board of Directors and Senior Management of the Company to manage the affairs of the Company in an ethical manner and is formulated in accordance with the requirements of the Act and SEBI Listing Regulations.

All the Board Members and the Senior Management employees (as defined in the Code of Conduct) have confirmed compliance with the Code for the year by providing adequate disclosures in this regard which were placed before the Board. The Code is also available on the Company's website at www.bayer.in.

A comprehensive Risk Management Policy, outlining the risk management framework of the Company, is in place, to provide guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business. The policy covers the following key aspects:

• Overview of risk management procedures.

• Roles and responsibilities of the Board of Directors, Audit Committee, Risk Management Committee and other Key Managerial Personnel of the Company with regards to risk management.

• Structure and procedure for identification, escalation and minimization of risks.

More details of the Risk Management Policy are provided in the Corporate Governance Report. The policy is also available on the Company's website at www.bayer.in.

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee to monitor the implementation of CSR activities and also has in place a CSR Policy, which is available on the Company's website at www.bayer.in. The company has renamed the CSR Committee to Corporate Social Responsibility & Environmental, Social and Governance (“ESG”) Committee in order to sharpen its focus towards ESG aspects.

A brief outline of the CSR Policy, details of CSR & ESG Committee's Composition and the initiatives undertaken by the Company on CSR activities during the financial year 2024-25, is set out in Annexure “A” to the Directors' Report.

Pursuant to Regulation 43A of SEBI Listing Regulations, the Board of Directors of the Company has in place a Dividend Distribution Policy. This Policy aims to strike an optimal balance between distributing profits as dividends and retaining earnings to support business growth. It emphasizes sustainable returns through a well-defined capital allocation strategy that fosters value creation over the medium and long term.

The same is available on the Company's website at www.bayer.in.

The information as required under the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo related matters is enclosed as Annexure “B” to the Directors' Report.

Your Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. The Audit Committee of the Board of Directors approves the Internal Audit Plan and internal audits are conducted at regular intervals across various locations in line with the approved Internal Audit Plan. Audit observations and follow-up actions are deliberated with the Management of the Company as well as the Audit Committee.

In line with the regulations laid down in the Companies Act, 2013, with respect to controls evaluation, the Company has established a robust Internal Financial Controls framework across various processes prevalent in the organisation. Internal controls have been put in place at both, the entity and process levels, and are designed to ensure compliance to internal control requirements, as well as regulatory compliance. They also enable appropriate recording of financial and operational information. The Company has reviewed the effectiveness of its Internal Financial Controls framework by adopting a systematic approach, which enables it to assess the design and the operating effectiveness of these controls.

During the financial year ended March 31, 2025, the Company did not give any loan, guarantee or provide security in connection with any loan to any group companies as per Section 186 of the Act.

In accordance with the relevant provisions of the Companies Act, 2013 and rules framed thereunder, as well as Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction Policy. All the transactions entered with related parties during the year are in accordance with the Related Party Transaction Policy and are in the ordinary course of business and at arm's length basis.

Information on transactions entered with the related parties pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as prescribed in Form AOC -2 for the financial year ended March 31, 2025, are given under Annexure “C” to the Directors' Report.

The information as prescribed under the provisions of Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as Annexure “D” to the Directors' Report.

Further, as per the proviso to Rule 5, the Directors' Report and the Financial Statements of the financial year ended March 31, 2025, of the Company are being sent to the Members, excluding the statement giving particulars of employees under Section 197(12) of the Act. Any Member interested in obtaining a copy of such statement without any payment of additional fees, may write to the Company Secretary at the Registered Office of the Company or send an email at ir_bcsl@bayer.com.

Your Company has a Policy on Prevention of Sexual Harassment (“POSH”) to ensure harassment free workspace for the employees. Sexual harassment cases are dealt as per the POSH Policy. An Internal Committee (“IC”) has been set up by the Company to redress complaints received regarding sexual harassment. This policy is applicable to all its employees (viz. permanent, contractual, temporary and trainees).

The following is a summary of sexual harassment complaints received and disposed off during financial year 2024-25:

In accordance with the provisions of Section 92 of the Act, the Annual Return of the Company is hosted on the website of the Company at www.bayer.in.

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards (“SS”) issued by the Institute of Companies Secretaries of India relating to meetings of the Board and its Committees (“SS- 1”) and meetings of the Members (“SS-2”).

During the year, the Statutory Auditors, Secretarial Auditors or Cost Auditors did not report to the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Report.

A detailed review of the operations, performance and future outlook of your Company is given separately under the head Management Discussion & Analysis Report.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/W-100018), are the Statutory Auditors of the Company, pursuant to the provisions of Section 139 of the Act and as per their appointment at the 64^th Annual General Meeting held on August 22, 2022, they shall hold office for a period of five (5) years i.e. from the conclusion of the 64^th Annual General Meeting till the conclusion of the 69^th Annual General Meeting.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Report given by the Statutory Auditors on the financial statements of the Company is part of this Annual Report. The said Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks.

For the financial year ended March 31, 2025, the Company paid a consolidated sum of Rs.16 Million to the Statutory Auditors.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. BNP & Associates - Company Secretaries, a firm of Company Secretaries registered with the Institute of Company Secretaries of India (“ICSI”) to undertake the Secretarial Audit of the Company for the financial year ending March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025, is enclosed as Annexure “E” to this Directors' Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company is in compliance with the Secretarial Standards issued by ICSI.

Also, the Annual Secretarial Compliance Report has been submitted to the Stock Exchange i.e., BSE Limited, where the shares of the Company are listed within 60 days of the end of the financial year.

Further in view of the amendment to Regulation 24A(1)(b) of the SEBI Listing Regulations, which mandates the rotation of Secretarial Auditors and their appointment for a fixed term of five (5) consecutive years, the Company recommends the appointment of M/s. S. N. Ananthasubramanian & Co, Company Secretaries (Firm Registration Number: P1991MH040400) as the Secretarial Auditors of the Company.

The proposed appointment is for a term of five (5) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time. M/s. S. N. Ananthasubramanian & Co, Company Secretaries have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. A resolution seeking Members' approval is included in Item No. 5 of the Notice convening the AGM.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of “Insecticides” are required to be audited. The Directors have on the recommendation of the Audit Committee, appointed M/s. D.C. Dave & Co. to conduct an audit of the cost accounts of the Company pertaining to “Insecticides” for the financial year ending March 31, 2026. As required under the provisions of the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in the AGM for ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. D.C. Dave & Co. is included in Item No. 6 of the Notice convening the AGM.

a. There have been no significant and material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Company's operations in future.

b. There is no application or proceeding pending under the Insolvency & Bankruptcy Code, 2016 against the Company.

c. The Internal Committee constituted in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, continues to be in place.

d. The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

e. The Company has not made any one-time settlements with the banks or financial institutions.

f. There was no change in the share capital or the nature of business of the Company.

g. There has been no issue of any Equity Shares with differential rights regarding dividends, voting, or otherwise.

h. There has been no issue of any Sweat Equity Shares and neither has the Company resorted to buyback of its Equity Shares during the financial year.

The Board of Directors wishes to thank all the employees of the Company for their exemplary dedication and valued contribution, as well as their unwavering support at all levels. Their continuous efforts in improving all functions and areas, along with the efficient utilization of the Company's resources, have been instrumental in achieving sustainable and profitable growth.

The Directors would like to express their grateful appreciation for the co-operation and assistance extended by all the valued stakeholders of the Company, viz. customers, government authorities, financial institutions, banks, shareholders, suppliers, distributors and other business associates. The Company also acknowledges the consistent support and guidance of its Promoters.