bayer crop sci Directors report

Dear Members,

The Board of Directors are pleased to present the Companys 65^th Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the financial year ended

March 31, 2023.

Financial Performance

( in Million)

Particulars	2022-23	2021-22
Revenue from Operations	51,397	47,344
Other Income	639	546
Total Income	52,036	47,890
Profit Before Tax and Exceptional Item	8,863	7,883
Add: Exceptional Items (Refer Note 46 to Financial Statement)	1,038	585
Profit Before Tax	9,901	8,468
(Less): Tax Expense	(2,319)	(2,015)
Profit for the year	7,582	6,453
Add/(Less): Other Comprehensive Income	(86)	29
Total Comprehensive Income for the year	7,496	6,482
Add: Retained Earnings at the beginning of the year	20,465	21,220
Amount available for Appropriation	27,961	27,702
Appropriations:
Dividend declared	1,124	1,124
Transfer to General Reserve	645	495
Interim Dividend	4,494	5,618

Dividend

In line with the Dividend Distribution Policy, the Board of Directors have recommended a Final Dividend of 30 per Equity Share of 10 each amounting to 1,348 Million for the financial year ended March 31, 2023. The Final Dividend is subject to approval of the members at the ensuing Annual General Meeting of the Company. Further, the Special Dividend of 100 per Equity Share of 10 each amounting to 4,494 Million as recommended by the Board of Directors was paid on December 08, 2022.

The total Dividend for the financial year 2022-23, including the proposed Final Dividend, amounts to 130 per Equity Share of 10 each.

The Register of Members will remain closed from Saturday, August 05, 2023, till Saturday, August 12, 2023 (both days inclusive).

Material changes and commitments

There has been no material change and commitment, 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

The export Sales for the financial year ended March 31, 2023 was 1,863 Million as compared to 1,775 Million during the previous year.

Insurance

Your Companys 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. 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.

Foreign Exchange Management

The Companys 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 endeavor, the majority of the forex transactions with group companies are invoiced in rupee terms effective from January 2018, thereby insulating the Companys 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 fortnightly basis.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, ("the 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, 2023, and of the profit of the Company for the financial year ended March 31, 2023;

3. proper and sufficient care hasbeen 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 befollowed 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.

COVID-19 Update

During the period under review, India faced the third wave of the COVID-19 pandemic primarily caused by the Omicron variant. Though the case load was high, the severity was significantly lower than the second wave led by the Delta variant. However, BCSL continued to stay vigilant to prevent any escalation in cases at our sites, while being focused on delivering seeds and crop protection products to farmers, in accordance with the Companys vision of "Health for All, Hunger for None".

The Companys Crisis Management Team remained alert and prepared for any surge in the pandemic. The Company monitored the external situation and government notifications and issued periodic advisories to employees to inform them of the COVID-19 precautions to be taken. The Company continued the special COVID-19 policies of providing a flexible, workplace for employees, enhanced medical care and insurance facilities and special holistic health promotion initiatives to foster holistic health & well-being.

Health, Safety & Environment (HSE)

The Company aspires to make an impact in sustainability that helps people and our planet thrive along relevant Environmental, Social and Governance (ESG) topics. Our Sustainability, Safety, Health and Environment (SSHE) ambition is to make Bayer the healthiest & safest place to work while protecting our environment and generating impact in sustainability around the world.

At Bayer, we respect and care for the environment and the safety, health and wellbeing of people, whether they are employees, contractors, visitors or communities where we work, and the regulatory compliance is paramount. The Company continuously improves its business processes while meeting or exceeding legal and regulatory HSE requirements. The Company provides an environment for open and transparent communication of HSE matters and concerns. The Company recognizes that the skills and involvement of its employees are essential for fulfilling its HSE principles and commitments. We impart all the required onsite training and defensive driver training to take care of our employees when at our sites and on the road.

The Companys 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 site at Bengaluru.

By implementing these management systems, the sites foster a culture of continual improvement using the PDCA model (Plan-Do-Check-Act) in collaboration with our internal and external stakeholders. The Company has introduced an easy-to-use digital tool for robust HSE incident reporting and action tracking with Artificial Intelligence capabilities.

Led by the objective to create awareness amongst employees and to engage them for SSHE programs, the World Environment Day, India National Safety

Week, Road Safety Week, International Self-Care

Day, World Mental Health Day and Bayer Health and Safety Day are celebrated across the Company. The Company also ensures safe operations in its value chain by periodically reviewing and hand- holding third party warehouses, suppliers and contract manufacturers.

Corporate Societal Engagement

With a presence for over 125 years in India, we have made significant contributions towards advancing agriculture, public health, and sustainability. The Company is constantly working to improve the quality of life in communities and collaborate to solving social challenges. 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 to partners helps drive positive societal change supporting our purpose "Science for a better life" and fueling our vision "Health for all, Hunger for none".

The programs under the Companys Corporate Societal Engagement (CSE) function are also aligned with the global objectives of Bayer, with the aim to promote societal progress by supporting initiatives that tackle the root-cause of issues and ideas with the potential to make a lasting impact for change.

The Company believes in the system-changing power of innovation and focus on identifying new opportunities in rural livelihoods through women-centric approaches.

The Company works for the upliftment of aspirational districts, deliver innovative technology-based solutions to bridge the healthcare gap in the country and drive unified community engagement projects around education, access to water and gender equality.

Business Responsibility and Sustainability Reporting

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization, 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

The Companys success is built on the knowledge, passion and commitment of our people. As an employer, we offer our colleagues wide-ranging developmental opportunities and our "LIFE" (Leadership, Integrity,

Flexibility and Efficiency) values, continue to guide us as we passionately work towards our vision ‘Health for all, hunger for none. Bayer is focused on promoting an open dialog and feedback-oriented culture, based on trust, diversity, equity and inclusion. In line with the global human resource strategy, the Company continues to provide an environment where fairness and respect guides all actions at the workplace. At Bayer, we continue to provide our employees with a transparent and equitable compensation system, flexible working hours and an increased focus on employee health and well-being, enabling us to retain the best-in-class employees for the company.

Measuring Employee Satisfaction

To map the employee satisfaction levels, BCSL has a system of institutionalized feedback discussions and Employee Surveys, which enables it to monitor the effectiveness of its initiatives and accordingly improvise. To capture the sentiments of the employees, the Company conducts surveys, and our latest engagement was 4.1 on a scale of 5.

Fostering Growth

The Company offers a broad range of opportunities to fulfill the employees professional aspirations and leverage their potential. BCSL helps its employees to build a varied and meaningful career in a community of highly talented and diverse minds to make a meaningful difference to society. At the very heart of the Companys HR policy, the focus remains on attracting, developing and retaining the best managers and employees.

To truly reach the Companys vision, we have identified the need to transform. As we drive this transformation, we must change the way we work for the better – from how we lead and build teams, to how we prioritize, operate, and make decisions. The Company has the potential to become not just better, but the best life science company and our shared purpose pushes us to always go for better.

To achieve this, we must Engage, Shape, Perform (E.S.P.):

• Engage to create a truly global, highly engaged organization at top performance

• Shape our business and organization to seize the opportunities of the future

• Perform to deliver on all our stakeholder commitments and on our ambitions

E.S.P. fosters ONE Bayer culture that cuts across our businesses unifying and enhancing other transformational efforts to achieve Companys collective success.

To grow our leadership pipeline, the Company has Bayer Leadership Academy, which is designed to build future-ready leaders at all levels. The portfolio consists of ONE Bayer Learning & Development and offers cross-divisional, global, scalable and right development experiences at the right time.

In the broad portfolio of Bayers development options,

Mentoring and Coaching lets employees benefit from others experience and receive expert guidance on development matters. Both happen on an individual, one-to-one basis and need ones personal commitment since they themselves drive their own development.

Equal Opportunities

The Company nurtures its internal talent by providing equal opportunities for growth, through a transparent and globally accessible platform for advertizing job roles, right up to Management level. This platform facilitates internal movement within and outside of the country. The Company continues to focus on women talent and amongst the new hires, we have hired almost 30% women in the past year.

Attractive Working Conditions

As in the past years, the Company has continued to maintain a well-crafted, fair and transparent compensation policy. The policy is based on continuous benchmarking and evaluation. The Companys compensation policy also provides variable pay program which is based on Company and Individual performance. Flexible working hours has the option to work from home and support childcare beyond the statutory promoting healthy work-life balance to employees. To promote good health and ensure safe working conditions, the Company since the last 3 years has been following a global framework concept to promote employee health and quality of life (BeWell@ Bayer). It also strives to provide employees with access to affordable health offerings, such as regular medical check-ups, sports programs, and on-site medical care.

In addition to the Companys annual insurance plan for employees, a Digital-wallet scheme with a healthcare provider for Out-Patient Department (OPD) benefits that secures employees out-of-pocket expenses and covers expenses arising from doctor, consultations, prescribed diagnostics, health check-ups etc. has been introduced.

An "Employee Assistance Program" – a fully confidential support system for requirements in the areas of psychological, marital, financial and legal advice in personal matters, further helps nurture the well-being of the employees.

The Company introduced special attention to welfare during the pandemic, various measures were undertaken to support employees. Measures like enhanced insurance cover, workshops for mental health, delivering masks at employees residences, celebrating Bayer COVID Heroes, COVID pulse surveys, infrastructure assistance for work from home, frequent leadership connect etc.

All these initiatives were based on providing care with empathy and the employees appreciated it.

Awards & Recognition

The Company has been recognized, once again featured in the 100 Best Companies for Women in India and also has been certified as a Great Place

Work by the Great Place to Work Institute.

Divestment of Environmental Science Business

As a part of a global organizational transformational strategy, Bayer AG decided to globally divest its Environmental Science Professional business in February 2021 with the aim to sharpen its focus on its core agricultural business, accelerate its strategy implementation and allow the Environmental Science

Professional business to find the growth resources needs under new ownership. Bayer AG decided to sell its Environmental Science Professional business to Cinven on March 10, 2022, and entered into definitive agreement for the said purpose.

During the year under review, the Companys Environmental Science Professional business along with the assets and liabilities was sold to 2022 ES Discovery India Private Limited, as a going concern, on a slump sale basis as per the Income Tax Act, 1961, for a consideration of 1,111 Million. 2022 ES Discovery India Private Limited, was incorporated as a special purpose legal entity under the provisions of the Act by Bayer and the said legal entity was acquired by the entities controlled by Cinven.

Board of Directors

During the year under review, none of the Directors were appointed or resigned and hence there were no changes in the Board Composition of the Company.

At the forthcoming 65^th Annual General Meeting (AGM) of the Company and in accordance with the applicable provisions of the Act, Mr. Brian Naber, 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 hold office for a fixed of 5 (five) 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, Mr. Sekhar Natarajan and Dr. Harsh Kumar Bhanwala, the Independent Directors of the Company as on March 31, 2023, 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023, are Mr. Duraiswami Narain, Vice Chairman & Managing Director and CEO, Mr. Simon Britsch, Executive Director & Chief Financial Officer, Mr. Simon Wiebusch, Whole-time Director and Mr.

Nikunjkumar Savaliya, Company Secretary of the Company.

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 with 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 2022-23, five Board Meetings were convened and held. The details of the Board Composition and Board Meetings are given in the Corporate Governance Report.

Audit Committee

During the financial year 2022-23, four Audit Committee

Meetings were convened and held. The composition of the Audit Committee and the details of the Audit Committee Meetings are given in the Corporate Governance Report. 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 Evaluation was carried out during the year, wherein all the members of the Board evaluated the Boards as well as Committees performance based on various parameters. The said parameters are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Nomination & Remuneration Committee reviewed the performance of the individual Directors based on 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 & Remuneration Committee Meetings and were placed at the Board Meeting for the Chairmans review. The evaluation process primarily focused 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.

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 & 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 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 Companys 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 interest of the employees, shareholders and the society in general, is protected at all times. The well-established vigil mechanism at BCSL 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. 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. 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 Companys 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.

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

• 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 given 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 FY 2022-23, is set out in Annexure "A" to the Directors Report. The CSR policy is uploaded on the Companys 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 Companies Act, 2013 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 system 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 organization. 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, 2023, the Company did not give any loan, guarantee or provided security in connection with any loan to any group company.

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 & at arms-length.

Information on transactions entered with the related parties pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as prescribed in Form AOC -2 for the financial year ended March 31, 2023, 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 Companies Act, 2013, 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. However, as per the proviso to Rule 5, the Directors Report and the Financial Statements of the financial year ended March 31, 2023, of the Company are being sent to the members, excluding the statement giving particulars of employees under Section 197(12). Any member interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company.

Prevention of Sexual Harassment at Workplace

Your Company has a policy on prevention of sexual harassment to ensure harassment-free workspace for the employees. Sexual harassment cases are dealt as per the prevention of sexual harassment 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 (permanent, contractual, temporary and trainees).

The following is a summary of sexual harassment complaints received and disposed of during financial year 2022-23:

Particulars	Details
Number of complaints pending as at the beginning of the financial year	Nil
Number of complaints filed during the financial year	1
Number of complaints disposed during the financial year	Nil
Number of complaints pending as at the end of the financial year	1*

*The complaint was received on March 25, 2023, and the inquiries are still on-going.

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 affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS-1 and SS-2), respectively relating to meetings of the Board and its Committees, which have mandatory application during the year under review.

Reporting of Fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee of 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 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, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ending March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023, 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 specified by the Institute of Company Secretaries of India.

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 audit the cost accounts of the Company pertaining to ‘Insecticides for the financial year ending March 31, 2024. As required under the provisions of the Act, the remuneration payable to the Cost Auditor is to be placed before the Members in the Annual General Meeting for ratification. Accordingly, a resolution for seeking members ratification for the remuneration payable to M/s. D.C. Dave & Co. is included at Item No. 4 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 held office for a period of 5 (five) 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, 2023, the Company paid a consolidated sum of 14 Million to the Statutory Auditors.

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 Companys 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 Companys operations in future.

b. The Internal Complaints Committee constituted in terms of the said Act, continues to be in place.

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

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

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

Acknowledgments

The Board of Directors wishes to thank 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.

For and on behalf of the Board of Directors

Duraiswami Narain	Simon Britsch
Vice Chairman & Managing	Executive Director &
Director and CEO	CFO
(DIN: 03310642)	(DIN: 09194547)
Mumbai	Germany

May 24, 2023

ANNEXURE "B"

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the financial year ended March 31, 2023.

I. Conservation of Energy

(a) Energy conservation measures at plants located across India:

• Installed light and motion detection sensor - 30 Nos, which resulted in saving of 3,000 kWh towards lighting (Himatnagar)

• High Efficiency chiller and variable frequency drive (VFD) controlled chilled water supply resulted in saving of 80,000 kWh (Himatnagar)

• Providing training on sustainability to all level of employees on effective use of energy (Silvassa)

• Effective utilization of power by installing power sensor in canteen and auto level indicators on the water tank (Silvassa)

• Replaced old air compressors with latest energy efficient variable speed drive compressors which reduces energy consumption by 20% (Shamirpet)

• Replaced old dust collection systems with cartridge-based models with energy efficient motors which saves energy consumption by 10% and enhanced dust collection efficiency (Shamirpet)

• Replaced LPG fuel-based burner system with pressurized natural gas fuel system for dryers, the fuel is safer, greener and cheaper with intent to reduce Scope-1 emissions by 45 MT & Scope-3 emissions by 30 MT (Shamirpet)

• 135 KVA solar panel installed to reduce electricity consumption at the Bayer Research and Development Center, Bangalore

(b) Steps taken for utilizing alternate sources of energy & Capital Investments on Energy/Water conservation equipment:

• Installed 50 kWh solar panel on rooftop to generate green energy and reduce dependency on traditional energy and carbon emission

• Installed new filling machine toreduce energy consumption and increase in output optimizing shift operations: 10.3 Million

• Capital Investment for energy efficientair compressors: 2 Million

• Capital Investment for energy efficient dust collection systems: 3.5 Million

• Capital Investment for natural gas conversion of dryers: 3.5 Million

• Capital Investment for 160 tons of refrigerant (TR) chiller: 6 Million

• Reduction of water consumption in washrooms by installing sensor taps – 1.1 Million

• For proper tracking of ground water consumption, installed magnetic flow meters – 0.93 Million

II. Technology Absorption

Efforts made towards technology absorption and the benefits derived are as under:

1. Specific Areas:

The Company continues to provide novel, innovative and effective crop protection products and solutions, greatly benefiting the Indian farming community, to keep pace with the dynamic scenario and enhance food productivity as a leader in Innovation and Excellence. As a part of ongoing research and development activities, the Company is evaluating number of early phase compounds which are under global development and with the prospect of introduction of some promising compounds in India. Further, new molecules and mixtures are also being evaluated for use in variety of agricultural and horticultural crops, covering a wide spectrum of pest and disease segments and Public Health and Hygiene purposes, to assess the suitability of product for marketing business.

Crop Protection:

We are committed to bringing in new innovations for protecting plant health and to support our growers in securing higher yields thereby creating better and more sustainable farming systems in future.

In continuation with the innovation journey, during the year under review, BCSL conducted 755 fieldexperiments across the country in 32 crops, including major field crops and horticultural crops, for testing of more than 40 products. These innovations mainly include evaluation of early stage chemical compounds, biologicals, plant growth regulators and nutrient complex for the effective management of insects, diseases, weeds and overall plant health. These experiments will help us advance and propose new innovations for the farmers in managing different challenges due to emerging pests and diseases that are the major cause of yield loss for them.

BCSL has collaborated with more than 60 State

Agriculture Universities and ICAR institutes for evaluation of crop protection innovations in different crops through over 500 experiments in project mode. 460 projects were concluded and study reports were utilized as part of the dossier submission to Central Insecticide Board and Registration Committee (CIB-RC) which will help BCSL to secure registration approvals in the years ahead. The Company has also worked on Drone Application Technology for safe and sustainable use of crop protection innovations in partnership with these universities and ICAR institutions, which will help to improve applicator safety and efficiency of the existing products.

During the year, the Company has secured the registration for the novel product ‘Reatis 480 FS (Tetraniliprole 480 FS) which was first diamide rice seed treatment registration in India and successfully launched the product for the management of insect pests in Rice and Maize. Tetraniliprole is a novel insecticide discovered and developed by Bayer AG. The product is registered in India for use as a seed treatment for the control of Stem Borer and Leaf Folder in Rice and Stem borer in Maize crops. The product provides a modern pest management solution to rice and maize farmers.

The Company also successfully secured registration for new recipe for Confidor 200 SL for use on Cotton and new source of supply for Fipronil Technical.

BCSL was also successful in obtaining several approvals for extending the use of existing products in other crops: Alion Plus for weed management in Grapes, Movento Energy against insect pests of Cotton, Solomon against insect pests of Chilli, Jump against insect pests Cotton, Lasenta against insect pests Cotton, Nativo against diseases of Onion and Coffee.

The Company has also complied with the requirement of National Maximum Residue Limits fixationin crops (food commodities), a prerequisite for registration and introduction of new agrochemical products or for introduction of existing products on new crops.

Further, in order to continue to provide innovative and effective solutions to the farmers, the Company has submitted applications for registration of four new innovative products, three fungicide and one Bio stimulant product. These fungicide products will help Indian farmers in effective management of economically important diseases in various crops.

Besides this, 22 new applications for label extensions of existing key products were submitted for approval on various crops like pomegranate, grape, maize, chilli, apple, banana, brinjal, tomato, citrus, etc.

With the focus on improving productivity, quality of the produce and return on investment of farmers, the Company is developing package solution from ‘seed to harvest in key agriculture and horticulture crops like rice, cotton, fresh fruits and vegetables. The Company continuously provides guidance and inputs to the farming community on safe and judicious use of pesticides through various Stewardship and Sustainable Agriculture projects. The Company also supports a helpline dedicated to the farming community with the aim to help them seek clarifications on appropriate use of its products.

Seeds (Corn):

This year has been a year of enhanced new digital tools, application of AI and New Breeding methodologies. During the year under review, Bayer introduced a second Corn Brand "Xellano" in order to help many smallholder farmers reap the benefits of Technology and Innovation affordable price. Under this Brand, Bayer launched 4 new products. Bayer Breeding tested thousands of new parental lines and new hybrid combinations in 352,000 test plots across India.

In order to counter the challenges faced by smallholder farmers owing to global warming and climate change, BCSL initiated a project called "Digital Twin" by deploying 100 Digital Arable devices which automatically captures environment data and transfer real-time data into, the system, so that the Companys Scientists could use that data for developing climate resilient products for future.

BCSL made significant progress in the development of SSC (Short Stature Corn) and Preceon smart Corn Crop systems to provide enhanced benefits of integrated solutions smallholder farmers across India.

BCSLs efforts on improving the speed and accuracy of product development coupled with improved predictability of performance paved way for the development of new genomic models, sparse hybrid testing and capturing of environmental variance by 2x times. The Company has put in additional efforts in the area of plant health, considering uncertain weather and growing agro-climatic challenges faced by Indian farmers, to protect yield and to enhance resistance in germplasm.

During the year under review, BCSL deployed 3 Corn hybrids namely DKC9247, DKC9248 and DKC7240 and launched 2 hybrids DKC9228 and DKC9226 for commercial cultivation.

Under All India Coordinated research project for Maize, Govt. of India, Varietal Identification Committee (VIC) identified DKC9215 for Central West India (Zone 5) and DKC8211 for Hilly areas of India (Zone 1). VIC also promoted to the next stage 4 out of 7 hybrids that the Company submitted for Initial varietal testing (IVT) and 2 out of 5 hybrids from Advance varietal testing (AVT1).

The details of new launches are given below:

• DKC9228 launched for irrigated markets of Maharashtra. It offers short plant type, uniform ear size, high kernel row number and high yield.

• DKC9226 launched for rainfed and irrigated markets of Madhya Pradesh. It offers high yield, bold kernels and good color.

The Company partnered with International Maize and Wheat Improvement Center (CIMMYT) for testing pooled products, from both private and public organizations, in new geographies to promote maize cultivation, which will offer better profitability.

Details on Information regarding imported technology (imported during the last three years):

Not Applicable.

2. Future Plans:

Indias membership to the Organization for

Economic Co-operation & Development (OECD) is resulting in regulatory data harmonization/ acceptance and helping to move towards regulatory data protection. In future, the Company plans to introduce high technology products in the country.

Expenditure on Research and Development

( in Million)

(a) Capital	337
(b) Recurring	831
Total	1,168

Total R&D Expenses are 2.27% of the Revenue from Operations

III. Foreign Exchange Earnings and Outgo

(i) Information relating to exports is contained in the Directors Report.

(ii) Total foreign exchange utilized and earned:

Particulars	( in Million)
Value of imports on C.I.F. Basis	777
Expenditure in Foreign Currency	593
Earnings in Foreign Exchange
Export of Goods calculated on FOB Basis	913
Recoveries from Group Companies	638

ANNEXURE "C"

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188 of the Companies Act, 2013 including certain arms-length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms-length basis:

The Company has not entered into any contract or arrangement or transactions with its related parties which is not at arms-length during the financial year 2022-23.

2. Details of material contracts or arrangements or transactions at arms-length basis:

The Company has entered into contracts with the related parties which are material in nature, the details of the said material contracts and the information required are as given below:

	(I)
Name of the Related Party and nature of relationship	Bayer AG is the ultimate holding company of BCSL.
Nature of contracts/arrangements/transactions	Purchase of goods, sale of goods, recoveries, professional and support charges incurred and other incidental services
	These transactions are in the ordinary course of business and are conducted on an arms-length basis
Duration of contracts/arrangements/ transactions	Ongoing contracts
Salient terms of the contracts or arrangements or transactions including the value, if any	Purchase of goods, sale of goods, recoveries, professional and support charges incurred and other incidental services
Date of approval by the Board, if any	Not applicable, since the transaction is in the ordinary course of business and at arms-length
Amount paid as advances, if any	Nil

For and on behalf of the Board of Directors

Duraiswami Narain	Simon Britsch
Vice Chairman & Managing Director and CEO	Executive Director & CFO
(DIN: 03310642)	(DIN: 09194547)
Mumbai	Germany

May 24, 2023

ANNEXURE "D"

Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a. Ratio of the Remuneration of each Executive Director to the Median Remuneration of the Employees of the Company and Percentage increase in Remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary as on March 31, 2023:

Sr. No.	Name of the Director/KMP	Designation	Ratio of remuneration of each Executive Director to median of remuneration of Employees1	Percentage increase in remuneration
1.	Mr. Duraiswami Narain	Vice Chairman & Managing Director and CEO	108:1	5.0%
2.	Mr. Simon Britsch	Executive Director & CFO	40:1	6.0%
3.	Mr. Simon Wiebusch	Whole-time Director	52:1	8.7%
4.	Mr. Nikunjkumar Savaliya	Company Secretary	4:1	11.0%

1) The total remuneration for the financial year ended March 31, 2023, excludes the provision of 25.60 Million made towards Short-Term and invested Long-Term Incentives related to the Executive Directors of the Company.

2) Long-Term Incentives amounting to 41.11 Million was vested with Executive Directors during the financial year ended March 31, 2023.

b. The percentage increase in the median remuneration of employees in the financial year:

9.26%

c. The number of permanent employees on the rolls of the Company:

1,314

d. Average Percentile increase already made in the salaries of employees other than the managerial personnel in last financial year and Comparison with percentile increase in the managerial remuneration and justification thereof:

The Average annual increase for Managerial grade and Non-Managerial grade was 9.26%.

e. Affirmation that the remuneration is as per remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.