The Board of Directors are pleased to present the Company’s 66^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 31,2024.

Financial Performance

Dividend

In line with the Dividend Distribution Policy of the Company, the Board of Directors at their meeting held on May 23, 2024, have recommended a Final Dividend of ' 35 per Equity Share of ' 10 each amounting to ' 1,573 Million for the financial year ended March 31, 2024. The declaration of Final Dividend is subject to approval of the Members at the ensuing Annual General Meeting of the Company. Further, the Interim Dividend of ' 105 each per Equity Share of ' 10 each amounting to ' 4,719 Million as recommended by the Board of Directors was paid on November 30, 2023.

The total Dividend for the financial year 2023-24, including the proposed Final Dividend, amounts to ' 140 per Equity Share of ' 10 each.

The Register of Members will remain closed from Friday, August 02, 2024, till Friday, August 09, 2024 (both days inclusive) for reckoning the members eligible for dividend.

The detailed policy is also available on the Company’s website at www.bayer.in.

Transfer of funds to the Reserves

There is no amount which is proposed to be transferred to the General Reserves.

Material changes and commitments

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.

Exports

Export sales for the financial year ended March 31, 2024 were ' 1,646 Million as compared to ' 1,863 Million during the previous year.

Insurance

Your Company’s assets continue to be adequately insured against various risks like fire, riot, earthquake 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

availed to cover public liability, environmental liability and product liability claims. Pursuant to Regulation 25(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (“SEBI Listing Regulations”), the Company has also availed Directors and Officers Liability Insurance Policy to cover the Directors and Officers of the Company. Stocks are insured whilst in transit and/or stored in the warehouses of the Company. In addition, all the employees are covered against the risk of loss of life, hospitalisation and personal accidents.

Foreign Exchange Management

The Company’s exposure to foreign exchange risk comprises the risk of fluctuations of a 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 endeavour, 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.

Directors' Responsibility Statement

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. i n 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 judgements 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, 2024 and of the profit of the Company for the financial year ended March 31, 2024;

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. t he 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, Safety & Environment (HSE)

Last year, our company set off on a journey to focus the efforts of every Bayer employee solely on our bold mission: Health for all, Hunger for none. As the Company is adopting an operating model that will enable us to better address real challenges, unleash our full business potential, and become the “Best Bayer”, we are committed to ensure a safe working environment for all employees.

At Bayer, we respect and care for the environment and the safety, health and wellbeing of people, whether they are employees, contractors or visitors. The Company aspires to make an impact in sustainability that helps people and our planet thrive along relevant Environmental, Social and Governance (ESG) topics.

The Company continuously improves its business processes while meeting or exceeding legal and regulatory HSE requirements. The Company provides psychological safety to encourage transparent reporting of HSE injuries, near misses and observations and utilises a best-in-class digital incident management tool with Artificial Intelligence capabilities. The Company puts in the additional focus on incidents with potential for high severity injuries and fatalities while taking timely and adequate corrective and preventive actions.

The Company recognises that along with risk mitigation, leadership commitment and employee engagement are essential pillars for fulfilling our HSE aspirations. At Bayer, we also impart all the required training and to take care of our employees, our leaders demonstrate safety leadership and have regular conversations on health and safety in townhalls and other forums.

The Company implements the global Bayer HSE management system, which is a robust framework of policies, processes, and procedures to fulfil all the tasks required to achieve the HSE objectives. Our formalised management system helps to ensure that employees are clear about who does what and how to cover statutory or regulatory requirements. This facilitates

compliance with external and internal requirements, fosters continual improvement, and helps to achieve the organisation’s objectives. The Company’s major sites are certified to various HSE management systems as follows:

• ISO 14001:2015 Environmental management system: Himatnagar active ingredient formulation, filling & packing (FFP) site; Silvassa FFP site and Shamirpet (Hyderabad) corn seeds processing site.

• ISO 45001:2018 Occupational Health and Safety management system; Shamirpet corn seeds processing site and R & D breeding station at Bengaluru.

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, UN International Road Safety Week, International Yoga Day, International Self-Care Day, Bayer Health and Safety Day and many others.

The Company also ensures safe operations in its value chain by periodically reviewing and handholding third party warehouses, suppliers and contract manufacturers.

Corporate Societal Engagement

At the heart of our Corporate Societal Engagement (CSE) in India, there are three focus areas: ‘Rural Development, ‘Preventive Health Care’ and ‘Education & Community Engagement’. We have benefited more than 3.2 Million Indians through various initiatives in the last five years.

At Bayer, we want to contribute to a world where everyone has access to sufficient food and can live a healthy life. Accordingly, our corporate charitable giving partners help drive positive societal change supporting our purpose “Science for a better life” and 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. We are working for the upliftment of aspirational districts, delivering innovative technology-based solutions to bridge the healthcare gap in the country and driving unified community engagement projects around education, access to water and gender equality.

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

The Company’s CSE programmes are aligned with global objectives of Bayer while pursuing a long-term, well planned, multi-stakeholder participatory approach resulting in a measurable impact on targeted communities.

Business Responsibility and Sustainability Reporting

Regulation 34(2)(f) of the SEBI Listing Regulations inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalisation as computed on March 31,2024, 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.

Human Resources

In today’s competitive landscape, our colleagues play a pivotal role in shaping Bayer’s success. The implementation of effective HR Strategies has enabled the organisation to nurture and leverage our talent pool to achieve our vision ‘Health for all, Hunger for none’.

At Bayer, our practices have fostered a culture of open communication, engagement and innovation within the workforce. Through our processes and systems, we have cultivated an environment where colleagues feel valued and empowered to unleash their full potential, founded on trust and a commitment to diversity, equity and inclusion.

In line with our global human resources strategy and best-in-class industry practices, the Company continues to provide a transparent and equitable compensation system, benefits for employee health and well-being, work-life balance through flexible working hours and developmental opportunities for growth in cross-functional areas.

We have an institutionalised system of measuring employee engagement; the Company conducts surveys, and our latest engagement was 4.2 on a scale of 5.

Encouraging Personal and Professional Development

The Company recognises that investing in the employee’s development not only enhances individual performance but also contributes to the overall success of our organisation. Through a range of initiatives and resources, the Company is striving to empower its employees to reach their full potential. From technical skills to leadership development, the Company offers varied learning experiences to support diverse career paths.

Additionally, Bayer’s mentorship and coaching programmes pair employees with seasoned professionals who provide guidance, support and invaluable insights to help them navigate their career journeys. The Company also supports employees to pursue further education and professional certifications to accommodate their goals.

The Company is committed to create a culture of growth and innovation, where employees are encouraged to share ideas, take on new challenges and explore opportunities for advancement. Through cross-functional projects, stretch assignments or leadership development initiatives, Bayer provides avenues for advancement at every stage of our employees’ careers.

Cultivating Equal Opportunities

The Company believes that diversity is crucial for success as it brings a spectrum of perspectives, experiences, and ideas to the table. Improving diversity in our teams enhances our ability to understand and meet the needs of our customers, driving business performance and competitiveness. Amongst the new hires, the Company has hired almost 32% women in the past year. Additionally, the Company has also driven development of women talent through programmes such as Leadership Link, a global platform that offers participants coaching sessions with global leaders on a variety of topics significant to working women.

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

Fostering a Welcoming Work Environment

At Bayer, we believe in cultivating a welcoming work environment, where every employee feels valued, supported and empowered.

Our compensation philosophy is not only about rewarding employees for their hard work, but also

about recognising their value and investing in their long-term success. To that effect, the Company offers competitive and fair compensation to our employees, with comprehensive benefits and performance-based incentives.

The Company values the health and well-being of its employees and continues to offer comprehensive medical benefits including health insurance coverage, digital health wallet scheme, wellness programmes and mental health support. Our Employee Assistance Programmes provides employees with support in the areas of psychological, marital, financial and legal advice in personal matters, further helps nurture their overall well-being.

Awards & Recognition

The Company has once again 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.

Board of Directors

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

• Mr. Simon-Thorsten Wiebusch (DIN: 08335591) was appointed as the Vice Chairman & Managing Director and Chief Executive Officer with effect from November 01,2023.

• Dr. Miriam Holstein (DIN: 10458293) was appointed as the Non-Executive Non-Independent Director for a term of five (5) years with effect from February 01,2024.

• Ms. Radhika Rajan (DIN: 00499485) has been appointed at the Board Meeting held on May 23, 2024, as an Additional Woman Independent Director with effect from July 23, 2024, till the date of ensuing Annual General Meeting. She would be appointed for a term of five (5) years which would commence from the date of the ensuing Annual General Meeting of the Company i.e., August 14, 2024, subject to the approval of 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 Mr. Simon-Thorsten Wiebusch and Dr. Miriam Holstein was sought via Ordinary Resolutions passed through Postal Ballot on January 03, 2024, and March 25, 2024, respectively with the requisite majority. The approval for the appointment of Ms. Radhika Rajan as an Additional Woman Independent Director is being sought in the Notice convening the Annual General Meeting.

Further, during the year, the following Directors resigned from the Company:

• Mr. Duraiswami Narain (DIN: 03310642) resigned from the position of Vice Chairman & Managing Director and Chief Executive Officer with effect from the close of business hours of October 31, 2023, due to his planned repatriation to Bayer US.

• Mr. Simon-Thorsten Wiebusch (DIN: 08335591) resigned as the Whole-time Director with effect from the close of business hours of October 31, 2023.

• Dr. Harsh Kumar Bhanwala (DIN: 06417704) resigned as the Non-Executive Independent Director with effect from the close of business hours of February 01,2024.

• Mr. Brian Naber (DIN: 09115300) resigned as the Non-Executive Non-Independent Director of the Company with effect from the close of business hours of February 01,2024.

The Board of Directors placed on record its warm appreciation for the rich and valuable contributions made by Mr. Duraiswami Narain, Dr. Harsh Kumar Bhanwala and Mr. Brian Naber during their association with the Company.

At the forthcoming 66^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, Ms. Ketaki Bhagwati and Mr. Sekhar Natarajan, the Independent Directors of the Company as on March 31,2024 and Ms. Radhika Rajan, who has been appointed as Woman Independent Director with effect

from July 23, 2024 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.

The term of five (5) years of Ms. Ketaki Bhagwati (DIN: 07367868) as an Independent Director of the Company ceases on close of business hours of July 23, 2024. Ms. Bhagwati has expressed her intention to not renew her tenure further. Consequently, she shall also step down from Audit Committee, Corporate Social Responsibility and Environmental Social and Governance Committee and Nomination and Remuneration Committee effective the same date.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are Mr. Simon-Thorsten Wiebusch, Vice Chairman & Managing Director and Chief Executive Officer, Mr. Simon-Johannes Britsch, Executive Director & Chief Financial Officer, and Mr. Nikunjkumar Savaliya, Company Secretary and Compliance Officer of the Company. However, the Company Secretary has tendered resignation vide his letter dated April 09, 2024, which will be effective with the close of business hours on May 31,2024.

Corporate Governance

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”). As required by Regulation 34 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.

Meetings of the Board

During the financial year 2023-24, five (5) 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.

Audit Committee

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 2023-24, four (4) Audit Committee Meetings were duly convened and held, and the Board accepted all the recommendations made by the Audit Committee.

Board Evaluation

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 Meeting and were placed at the Board Meeting for the Chairman’s review. The evaluation process primarily focussed on the criteria with respect to the overall functioning of the Board as well as the Committees, their composition, governance aspects, etc. The criteria applied in the Board evaluation process is explained in the Corporate Governance Report. The evaluation process was conducted in a fair and transparent process.

Consolidated Policy - Nomination and Remuneration, Board Diversity & Performance Evaluation

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 for selection and appointment of Directors, Senior Management and their remuneration includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as required. 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.

Whistle Blower Policy (Vigil Mechanism)

As a responsible and transparent corporate citizen, BCSL has adopted a Whistle Blower Policy, as 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 the society in general, are protected at all times. The well-established vigil mechanism provides all employees 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. 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 victimisation. The Company, through its global mechanism has also provided hotline number(s) and a dedicated weblink www.convercent.com/report 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.

Code of Conduct

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.

Risk Management Policy

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 minimisation of risks.

More details of the Risk Management Policy are provided in the Corporate Governance Report.

Corporate Social Responsibility Policy

A brief outline of the Corporate Social Responsibility (“CSR”) Policy and the initiatives undertaken by the Company on CSR activities during financial year 2023-24, is set out in Annexure "A" to the Directors’ Report. The CSR policy is uploaded on the Company’s website at www.bayer.in.

Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo

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.

Internal Control System

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.

Internal Financial Controls

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.

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

During the financial year ended March 31, 2024, the Company did not provide any loan, guarantee or provide security in connection with any loan to any group company during the year under review.

Related Party Transactions

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 31,2024, are given under Annexure "C" to the Directors’ Report.

Information pursuant to Section 197(12) of the Companies Act, 2013

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 31,2024, 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.

Prevention of Sexual Harassment at Workplace

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 of the Company. Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, 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 of during financial year 2023-24:

Annual Return

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.

Compliance with Secretarial Standards

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”).

Reporting of Fraud by Auditors

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.

Management Discussion & Analysis Report

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. BNP & Associates - Practising 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 31,2024. The Secretarial Audit Report for the financial year ended March 31, 2024, 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.

Cost Audit

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 31,2025. 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 Annual General Meeting for ratification. Accordingly, a resolution seeking members’ ratification for the remuneration payable to M/s. D.C. Dave & Co. is included in Item No. 5 of the Notice convening the Annual General Meeting.

Statutory Auditors

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.

For the year ended March 31, 2024, the Company paid a consolidated sum of ' 15 Million to the Statutory Auditors after due approval of the Board.

Dividend Distribution Policy

The Company has formulated its Dividend Distribution Policy based on the parameters laid down by SEBI Listing Regulations. The same is enclosed as Annexure "F" to the Directors’ Report and is also available on the Company’s website at www.bayer.in.

Other Disclosures

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. The Internal Complaints Committee constituted in terms of the Sexual Harassment of Women

at Workplace (Prevention, Prohibition and Redressal) Act, 2013, continues to be in place.

c. 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.

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

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

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

Acknowledgements

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. 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 and other business associates. The Company also acknowledges the consistent support and guidance of its Promoters.