Dear Members,

The Board is pleased to present the Company's 68 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, 2026.

Financial Performance:

( in Million)

Company's Performance

The Company's revenue from operations for the financial year 2025 26 was 56,750 Million as compared to 54,734 Million during the financial year 2024 25, an increase of 4% from the previous year. The Company's Profit before tax was 8,549 Million during the year compared to 7,074 Million in the previous year. The Company earned a net profit after tax of 6,892 Million, higher by 21%, as against a net profit after tax of 5,680 Million in the previous year.

Dividend

In line with the Dividend Distribution Policy of the Company, the Board of Directors at their meeting held on May 26, 2026, has recommended a Final Dividend of 60 per Equity Share of 10 each amounting to

2,697 Million for the financial year ended March 31, 2026. 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 90 each per Equity Share of 10 each amounting to 4,045 Million as recommended by the Board of Directors was paid on December 03, 2025.

The total Dividend for the financial year 2025 26, including the proposed Final Dividend, amounts to

150 per Equity Share of 10 each.

The Register of Members will remain closed from Thursday, August 06, 2026, to Thursday, August 13, 2026 (both days inclusive) for reckoning the Members eligible for dividend.

Share Capital

The Authorised Share Capital of the Company as on March 31, 2026, was 663 Million i.e., 66,300,000 Equity Shares of 10 each. The Issued, Subscribed and Paid-Up Share Capital as on March 31, 2026 was 449 Million i.e., 44,942,092 Equity Shares of 10 each.

Transfer of funds to the Reserves

During the financial year, the Company has not transferred any amount 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

The export sales for the financial year ended March 31, 2026, was 2,184 Million as compared to 1,914 Million during the previous year.

Subsidiaries, Associate Companies and Joint Ventures

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

Insurance

Your Company's assets continue to be adequately insured against various risks like _re, 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 employees are covered against the risk of loss of life, hospitalization and personal accident.

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 endeavor, the majority of 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 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. 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. they have selected such accounting policies and applied them consistently and made judgements and estimates 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, 2026 and of the profit of the Company for the financial year ended March 31, 2026; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and 6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Health, Safety & Environment (HSE)

At Bayer, our mission 'Health for all, Hunger for none' is central to our operations. We are currently enhancing our organizational alignment with this mission through the implementation of the Dynamic Shared Ownership (DSO) model. This innovative framework empowers teams and optimizes resource allocation for future success. The objective is to foster empowered self-managed teams who prioritize the health and safety of our employees, as well as the surrounding communities.

All operating units and sites including production facilities, offices, laboratories and field teams are responsible for health and safety in daily operation, which is effectively managed as per the requirements in our Group Policy - Health, Safety, and Environment (HSE) Management and HSE Key Requirements. This global policy document outlines the Company's approach to the management of health and safety risks considering the operational context as well as the needs and expectations of our workforce and other stakeholders. By adhering to this policy, the Company also affirms commitment to respecting Human Rights.

The sites promote incident reporting and emergency preparedness with strong focus on timely and adequate corrective and preventive actions. Strong governance, periodic audits and frequent capacity building initiatives are integral to the Company's HSE management system. These efforts ensure compliance with relevant regulations and enhance site performance by identifying and addressing potential HSE risks, thereby helping to safeguard our license to operate.

As part of the occupational health and safety management framework, the Company provides comprehensive training to employees and contractors on accident prevention and health management. Employees across all levels receive regular updates on occupational health and safety performance, including safety metrics and incident key performance indicators. The Company's overall strong HSE management system approach resulted in zero high-severity injuries or fatalities this year, which is considered a key KPI and is reported in our global Bayer sustainability report.

Health leadership plays a crucial role in developing and implementing sustainable health promotion programs within our organization. To assist leaders, the Company offers global resources such as online health platform, a health and well-being toolbox, guidelines for managing challenging leadership scenarios, mental health first aider training, web-based training on mental health and leadership, among others.

The Company's health strategy and promotion programs are designed to actively engage and empower employees to adopt healthy behaviours that mitigate the risk of chronic diseases and enhance overall wellbeing. We are proud to announce that Bayer India has been recognized as a Top 3 Finalist at the Global Centre for Healthy Workplaces (GCHW) Awards 2025, a global benchmark for excellence in employee health and well-being. This recognition reinforces our commitment to creating a healthy workplace as the foundation of sustainable business and healthier communities.

To foster a culture of Sustainability, Safety, Health and Environment amongst our employees, the Company celebrates events such as World Environment Day, National Safety Week, National Road Safety Month, International Yoga Day, International Self-Care Day, and World Mental Health Day.

The Company's site at Himatnagar which is a Crop Protection Formulation, Filling and Packing (FFP) site in India has been awarded the 'Special Jury Appreciation Award' in the Large Manufacturing Category, by the Confederation of Indian Industry (CII) at the 20 th edition of Western Region Safety, Health and Environment (SHE) Excellence & Innovation Awards 2025.

Additionally, the Company's HSE and sustainability audit activities extend to supply chain management, providing an effective evaluation framework that informs supplier selection and management processes. We ensure safe operations throughout our value chain by regularly reviewing and supporting third-party warehouses, suppliers, and contract manufacturers. In July 2025, we conducted a supplier HSE capability building workshop for key corn and rice seeds tollers, reinforcing our commitment to responsible collaboration. By working closely with the suppliers, the Company aims to build their capability to identify and mitigate risks, fostering stable, long-term partnerships as we progress towards our mission.

The Company is a member of reputable industry associations such as the CII and CropLife International. The Company's senior HSE professionals also contribute to improving HSE maturity in industry through providing thought leadership, acting as jury and assessors for reputed industry awards and contributing to specific subject matters like road safety, among the global CropLife International member companies.

Human Resources

At Bayer, we believe it's possible to create a better world. One where health care and nutrition are available to all. One where science and innovation help people and the planet thrive.

This is a bold statement. And we know how much work, engagement and open collaboration it takes to achieve it. We want to contribute to a world where the most essential human needs for health and nutrition are met. Our business strategy is set to work towards achieving this mission – that's why we communicate our mission with full thrust to our team.

We empower 'Team Bayer' across the world to drive mission-centric communications and create the best possible visibility for what Bayer is working towards: 'Health for all, Hunger for none.'

a. Fostering Personal and Professional Growth

At Bayer, we create a workplace where our people can thrive, innovate and continuously grow. Our focus is on empowering our employees by strengthening their capabilities and helping them realize their full potential.

Our performance approach and our Talent Marketplace places employees at the center of their own growth journey, encouraging them to actively shape their development and career aspirations. The Talent Marketplace includes a 'Job Marketplace', which enables talent mobility and talent flow across the organization through the platform. Our People Enablers support growth, development, effectiveness and recognition of every employee at Bayer and enables our Dynamic Shared Ownership (DSO) operating model. The project opportunities posted on our 'Project Marketplace' gives every employee the possibility to develop themselves and contribute to outcome-based projects without changing their home department.

People Enablers help create an environment where everyone can bring their best selves to work, where collaboration fosters growth and is fueled by continuous improvement, where peer accountability and empowerment thrive and finally, where appreciation and recognition motivates people to perform at their very best.

At Bayer, the framework of Professional Home and Work Teams is the foundation of Dynamic Shared Ownership, enabling the flow of talent to highest priorities and maximize business impact through best-in-class capabilities and skills. Professional Homes are all about the individual and career development and progression. Work Teams are where employees co-create value for our farmers and customers.

Bayer has always believed in an open and transparent feedback culture. Employees are encouraged to seek feedback on a regular basis via the 'Impact Insights' tool from their team Members, peers and use the same for self- development. We also have an 'Ownership Pulse' survey at yearly intervals to seek feedback from employees.

Our commitment to diversity in all its dimensions fuels a workplace where creativity _ourishes, innovation thrives and empathy shapes how we work.

b. Awards & Recognition

As in the past, Bayer has been featured once again 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. The Company has also been recognized as a 'Best Place to Work for Disability Inclusion' in the Disability Index in 2025.

Board of Directors

The Company's Board of Directors reflects an appropriate blend of Executive, Non-Executive Directors, Independent Directors including Woman Independent Director and conforms to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements, 2015) Regulations ('SEBI Listing Regulations').

Based on the recommendations of the Nomination

& Remuneration Committee ('NRC'), the Board of Directors has made the following appointments/ re-appointments during the year:

Appointment:

• Mr. Sanjiv Rangrass (DIN: 08786754) was 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.

The said appointment was subject to the Shareholders' approval and in accordance with Regulation 17(1C) of the SEBI Listing Regulations, Shareholders' approval was sought vide Special Resolution in the 67 th Annual General Meeting convened on August 21, 2025.

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 the Independent Director.

Cessations:

Further, during the year, the following cessation took place:

• Mr. Sekhar Natarajan (DIN: 01031445) ceased to be Non-Executive Independent Director on completion of his term with effect from August 06, 2025.

The Board of Directors placed on record its warm appreciation for the rich and valuable contributions made by Mr. Sekhar Natarajan during his association with the Company.

Re-appointment:

At the forthcoming 68 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, Ms. Jana Marlen Ackermann (DIN: 10849470), Non-Executive Non-Independent Director retires by rotation and being eligible offers her candidature for re-appointment as Director of the Company.

Independent Directors:

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 Ramanbhai Patel, Ms. Radhika Rajan and Mr. Sanjiv Rangrass, the Independent Directors of the Company as on March 31, 2026, 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 Regulation 16(1)(b) of the SEBI Listing Regulations as amended from time to time.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with objective, independent judgement and without any external influence. The Independent Directors have confirmed that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs ('IICA'). Further, the Board is of the opinion that the Independent Directors hold high standards of integrity and possess necessary expertise and experience required to fulfill their duties as Independent Directors.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report.

The Board of Directors has taken on record the declarations submitted by the Independent Directors and confirms that they fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management. During the year under review, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are 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 and Ms. Bharati Shetty, Company Secretary and Compliance Officer.

Report on Corporate Governance

Driven by the Corporate Governance Philosophy based on trust, integrity, transparency and ethical conduct, 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 continues to follow the highest standards of corporate governance across its operations, and the 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. The Governance, Corporate Secretarial and Legal function of the Company ensures maintenance of good governance within the organisation and assists the business in functioning smoothly by ensuring compliance and providing strategic business partnership in the areas including legislative expertise, regulatory changes and governance.

Pursuant to 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.

Board and Committee Meetings

The Board meetings and Committee meetings are regularly conducted to discuss and approve various strategies, policies, financial matters and other businesses. In compliance with statutory requirements and best practices, the Company has constituted various committees i.e., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility & Environmental, Social and Governance Committee, Risk Management Committee and Stakeholders' Relationship Committee. The details on composition, governance of various Board Committees including their charters and terms of reference, number of meetings held during the financial year 2025 26 and the attendance of directors at each meeting are provided in the Corporate Governance Report.

a. Details of Board Meetings:

During the financial year 2025 26, 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.

b. 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 2025 26, 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 Company conducted its annual evaluation of the Board and its Committees in a fair and transparent manner, using parameters aligned with SEBI's Guidance Note on Board Evaluation. The evaluation process is primarily focused on the criteria with respect to the overall effectiveness, governance aspects, contribution in the long-term strategic planning, etc.

The Nomination and Remuneration Committee assessed 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 in a paperless manner with documents being securely uploaded and accessed electronically. A detailed disclosure on the framework of Board Evaluation covering evaluation approach and outcome of the evaluation process forms a part of the Corporate Governance Report.

Corporate Social Responsibility

At the heart of our Corporate Social Responsibility in India are three focus areas: Health, Nutrition and Water Interventions and we have benefitted more than 5 Million community Members 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. 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 supporting and fueling our mission 'Health for all, Hunger for none'.

The Company believes in the system-changing power of innovation and focus on identifying new opportunities in rural livelihoods through women-centric approaches. We seek to foster and scale meaningful solutions for social health challenges and the food crisis. Our work in the thematic areas of Preventive Health, Nutrition, Water Interventions and Community Development help us deliver on our social commitment to transform communities. Our 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 mission.

Corporate Social Responsibility Policy

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/en-in/investors/ corporate-governance/policies.

A brief outline of the CSR Policy, details of CSR Committee's Composition and the initiatives undertaken by the Company on CSR activities during the financial year 2025 26, is set out in Annexure 'A' to the Directors' Report.

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 capitalization as computed as on March 31, 2026, 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.

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 as per the SEBI Listing Regulations.

Risk Management Policy

Risk Management is integral to the Company's strategy and is embedded within its operating framework. The Company considers risk resilience to be critical for sustainable growth and long-term value creation. An enterprise-wide Risk Management Framework has been implemented to ensure a structured and institutionalised approach to identification, assessment, mitigation, monitoring and governance of key risks across the organisation. The framework enables proactive risk oversight, supports informed decision-making and is regularly reviewed to remain aligned with the Company's strategic objectives and risk appetite.

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 is available on the Company's website at www.bayer.in/en-in/investors/ corporate-governance/policies. 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.

Internal Control System

Your Company has established appropriate and effective internal control systems for its business processes covering operations, financial reporting and compliance with applicable laws, regulations and internal policies. These internal controls are designed to ensure the orderly and efficient conduct of business and to support reliable financial reporting and regulatory compliance.

The Audit Committee of the Board reviews and approves the Internal Audit Plan. Internal audits are conducted at periodic intervals across locations and processes in accordance with the approved plan.

Internal audit findings, observations and recommended corrective actions are discussed with the Management and presented to the Audit Committee on a periodic basis. The Management implements suitable remedial measures in response to audit observations, and the status of implementation of agreed action plans is monitored and reviewed by the Audit Committee to ensure timely closure and strengthening of internal controls.

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 comprehensive and robust framework for Internal Financial Controls ('IFC') commensurate with the size, scale and complexity of its operations. 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.

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

In accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Company has framed a comprehensive Consolidated Policy for Nomination & Remuneration, Board Diversity and Performance Evaluation. 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, 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 detailed policy is available on the Company's website at www.bayer.in/en-in/investors/ corporate-governance/policies.

Whistle Blower Policy (Vigil Mechanism)

As a responsible and transparent corporate citizen, BCSL 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/ en-in/investors/corporate-governance/policies.

Dividend Distribution Policy

Pursuant to Regulation 43A of the 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/en-in/ investors/corporate-governance/policies.

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. The Code is also available on the Company's website at www.bayer. in/en-in/investors/corporate-governance/policies.

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.

Related Party Transactions

The Company maintains a comprehensive governance framework for Related Party Transactions ('RPTs') to ensure transparency, fairness, and protection of stakeholder interests. In line with the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations, all RPTs are identified in advance, evaluated on an arm's length basis and in the ordinary course of business, and are approved in accordance with the Company's Policy on Related Party Transactions.

The Audit Committee plays a pivotal role in the RPT governance process and oversees the entire RPT lifecycle. The proposed transactions are supported by analysis and Certifications received from independent accounting firm and the representatives of the said also firm attend Audit Committee Meetings to address member queries. The Audit Committee grants prior approvals including omnibus approvals for repetitive transactions and reviews quarterly statement of RPTs and modifications, if any, to ensure ongoing compliance with law, the SEBI Listing Regulations, and other requirements, if any.

The Company aligns its omnibus and material RPT approvals with the Industry Standards on Minimum Information to be provided for Related Party Transactions formulated by the Industry Standards Forum ('ISF'). Accordingly, information placed before the Audit Committee and, where applicable, the Shareholders follow the ISF RPT Industry Standards including key details on relationship/ownership, prior transactions, value and terms, pricing basis, and for material RPTs additional disclosures, together with CEO/CFO Certification and relevant disclosures, as applicable.

The Company has a detailed Policy on Related Party Transactions in accordance with the relevant provisions of the Act and rules framed thereunder, as well as Regulation 23 of the SEBI Listing Regulations which establish guidelines for identification, approval, reporting and disclosure of RPTs and also prescribes materiality thresholds and procedures for dealing with RPTs. The said Policy is available on the Company's website at www.bayer.in/en-in/investors/ corporate-governance/policies. All the RPTs entered 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.

The particulars of contracts or arrangements with 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, 2026, are given under Annexure 'C' to the Directors' Report.

In compliance with the requirements of SEBI Listing Regulations, names of RPTs and details of transactions entered with them are included in Note No. 42 of the financial statements forming part of this Annual Report.

Particulars of Employees and 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, 2026, 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

In compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a policy on Prevention of Sexual Harassment ('POSH') to ensure harassment free workspace for the employees and 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) and is available on the website of the Company at www.bayer.in/en-in/investors/ corporate-governance/policies.

The following is a summary of sexual harassment complaints received and disposed off during financial year 2025 26:

*Complaint was pending for more than ninety days and as on March 31, 2026.

Auditors

a. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No.: 117366W/W 100018)('Deloitte')wereappointed

as the Statutory Auditors of the Company, at the 64 th Annual General Meeting held on August 22, 2022, 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 pursuant to the provisions of Section 139 of the Act.

Deloitte 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, 2026, the Company paid a consolidated sum of 16 Million to the Statutory Auditors.

b. Cost Auditors

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 Board on the recommendation of the Audit Committee, had appointed M/s. D.C. Dave & Co., Cost Accountants (Firm Registration No.: 000611) to conduct an audit of the cost accounts of the Company pertaining to 'Insecticides' for the financial year ending March 31, 2026 and the Cost Auditors will submit their report for the said financial year within the timelines prescribed as per the Act.

The Board, on recommendation of the Audit Committee, has re-appointed M/s. D.C. Dave & Co. as the Cost Auditors for the financial year ending March 31, 2027, upon confirmation with respect to their eligibility, independence and willingness etc., for the said re-appointment. 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.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24 of the SEBI Listing Regulations, the Board of Directors had appointed M/s. S. N. Ananthasubramanian & Co. (SNA & Co.), Company Secretaries (Firm Registration No.: P1991MH040400) as the Secretarial Auditors of the Company for a term of five (5) consecutive years from the financial year 2025 26 to the financial year 2029 30. M/s. SNA & Co., undertook the Secretarial Audit of the Company for the financial year ending March 31, 2026. The Secretarial Audit Report for the financial year ended March 31, 2026, is enclosed as Annexure 'E' to this Directors' Report. The Secretarial Audit Report confirms compliance of all the provisions of applicable laws and 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.

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.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT 7 for the financial year ended March 31, 2026, is hosted on the website of the Company at www.bayer.in. The Annual Return will be electronically submitted to the Registrar of Companies within prescribed timelines as per the Act.

Compliance with Secretarial Standards

During the financial year under review, 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') and notified by Ministry of Corporate Affairs in terms of provisions of Section 118 of the Act.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

During the financial year ended March 31, 2026, the Company did not give any loan, guarantee or provide security in connection with any loan to any group company as per Section 186 of the Act.

Deposits

During the year under review 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.

Disclosure of Maternity Benefit Compliance

The Company is in compliance of the applicable provisions of the Maternity Benefit Act 1961 for the year under review.

Other Disclosures

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

b. There were no applications made or proceedings pending against the Company under the Insolvency & Bankruptcy Code, 2016, as amended, before the National Company Law Tribunal or other Courts.

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 made any one-time settlements 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 has been no issue of any Equity Shares with differential rights regarding dividends, voting, or otherwise.

g. 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.

Acknowledgements

The Board of Directors wishes to place on record appreciation to 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.

For and on behalf of the Board of Directors for Bayer CropScience Limited

Pankaj Ramanbhai Patel

Chairman DIN: 00131852

Ahmedabad, May 26, 2026