Your Directors' have pleasure in presenting their Report for the
financial year ended March 31, 2026.
Financial Results
(Rs. in million)
| Description |
Standalone Financial Results
(from continuing operations) |
Consolidated Financial Results
(from continuing operations) |
|
Year ended 31.3.2026 |
Year ended 31.3.2025 |
Year ended 31.3.2026 |
Year ended 31.3.2025 |
| Revenue from operations |
1,49,854.0 |
1,48,114.4 |
1,49,440.0 |
1,47,803.6 |
| Profit before exceptional items and Tax |
5,619.9 |
6,361.0 |
5,612.6 |
6,232.4 |
| Exceptional items |
- |
365.3 |
- |
292.9 |
| Profit before tax |
5,619.9 |
6,726.3 |
5,612.6 |
6,525.3 |
| Tax expense |
1,450.7 |
1,715.3 |
1,450.3 |
1,686.7 |
| Profit after tax |
4,169.2 |
5,011.0 |
4,162.3 |
4,838.6 |
| Dividend |
1,082.1 |
865.8 |
1,082.1 |
865.8 |
Financial Performance
The revenue from operations from continuing operations stood at Rs.
1,49,854.0 million for the financial year ended March 31, 2026 as compared to Rs.
1,48,114.4 million in the previous year. Your Company reported a Profit After Tax from
continuing operations of Rs. 4,169.2 million for the financial year ended March 31, 2026
as compared to Rs. 5,011.0 million in the previous year.
The revenues of the Agricultural Solutions business of your Company
were impacted on account of price erosion due to generic competition in corn and low
sentiments for chillies, soya and cotton produce. However, it was partially compensated by
revenues from new products Valexio? and Mibelya? and Meritor? (Bio-stimulants segment).
The profitability of the Agricultural Solutions business was impacted due to lower sales
in herbicides and insecticides segment.
The Industrial Solutions segment of your Company comprises of the
Dispersions & Performance Chemicals businesses. The revenue of the Dispersions
business marginally dropped due to lower prices, partially offsetted by higher volumes.
However, the profitability of Dispersions business improved due to higher volumes coupled
with better margins due to lower cost of inventory on hand. In case of the Performance
Chemicals business, the revenues were higher from project specific sales to customers
along with improved margins.
The Materials segment of your Company comprises of the Performance
Materials & Monomers businesses. The revenues of the Performance Materials business of
the Company improved mainly due to higher volume growth in all segments partially offset
by lower price realisation. However, the margins were impacted due to lower prices partly
offset by reduced input costs. The revenues of Company's Monomers business were
impacted due to lower price realization, partly offset by higher volumes in TDI (Toluene
Diisocyanate), MDI (Methylene Diphenyl Diisocyanate and PA6 (Polyamide 6). However the
profitability improved due to higher volumes.
The Surface Technologies segment of your Company comprises of the
Coatings business, which is under BASF India Coatings Private Ltd, Wholly Owned
Subsidiary. During the year under review, the revenues of Coatings business improved due
to higher volumes offtake by key customers and improving market share led by GST
rationalization for automotive OEM suppliers. However, the margins were lower during the
FY 2025-26 due to one-time transition cost.
The Nutrition & Care segment of your Company comprises of the Care
Chemicals and Nutrition & Health businesses. The revenues and margins of the Care
Chemicals business of the Company improved on account of higher volumes and better selling
prices. The revenues of the Nutrition & Health business improved due to higher volume
and product mix. The profitability was impacted due to lower price realization driven by
oversupplied market and intense competition.
The Chemicals segment of your Company comprises of Intermediates and
Petrochemicals businesses. The revenues and the profitability of the Intermediates
business was impacted due to lower volumes coupled by lower price realization and higher
fixed cost. The revenues and profitability of the Petrochemicals business improved due to
higher volumes; however the same were partially offset by lower price realization.
Export sales stood at Rs. 3,484.4 million during the year under review.
Demerger of Company's Agricultural Solutions Business
BASF SE, Germany (Ultimate Holding Company and Promoter of the Company)
has globally implemented a more differentiated approach for steering its Agricultural
Solutions business in line with the principles of empowerment, differentiation and
simplification. This would enable business & operational flexibility, leverage
differentiated steering and create value for the stakeholders.
In connection with the above, the Board of Directors of the Company at
its meeting held on May 14, 2025, inter alia, has approved the Scheme of Arrangement
(“Scheme”) amongst the Company (“Demerged Company”), BASF Agricultural
Solutions India Ltd (“Resulting Company”) and their respective Members,
providing for the demerger of the Company's Agricultural Solutions Business (as
defined in the Scheme) to BASF Agricultural Solutions India Ltd and various matters
incidental thereto (“Proposed Transaction”) in compliance with Sections 230 to
232 and other applicable provisions of the Companies Act, 2013.
Upon the Scheme coming into effect and in consideration of and subject
to the provisions of the Scheme, the Resulting Company shall issue and allot fully-paid
equity shares of the Resulting Company, on a proportionate basis to the Members of the
Demerged Company, whose names are recorded in the register of members and records of the
depository as Members of the Demerged Company as on the Record Date (as defined in the
Scheme) as follows:
1 (One) fully paid-up equity share of the Resulting Company having face
value of Rs. 10 (Rupees Ten) each for every 1 (One) fully paid-up equity share of Rs. 10
(Rupees Ten) each of the Demerged Company.
The Proposed Transaction is, inter alia, subject to receipt of
requisite approvals from statutory and regulatory authorities, including the approval from
the Members and Creditors of the Company and Hon'ble National Company Law Tribunal,
Mumbai. The equity shares of Resulting Company will subsequently be listed on BSE Limited
and the National Stock Exchange of India Limited, subject to receipt of requisite
approvals from statutory and regulatory authorities.
Your Company is pleased to inform you that the Company has received
“No-Objection Letters” from BSE Ltd and National Stock Exchange of India Ltd
dated January 30, 2026 & February 2, 2026 respectively towards the Scheme. Further,
the Company has also received directions / order from the Hon'ble National Company Law
Tribunal dated March 20, 2026 and April 8, 2026 for convening the meeting of the equity
shareholders of the Company, for the purpose of considering and approving the Scheme and
your Company would convene the equity shareholders meeting accordingly. As regards the
Unsecured Creditors of the Company, it may kindly be noted that the Company had obtained
consent from more than 90% of the Unsecured Creditors of the Company, and in view thereof,
the Hon'ble National Company Law Tribunal has dispensed the requirement of convening
the Unsecured Creditors Meeting of the Company. There are no secured Creditors of the
Company. All the documents pertaining to the Proposed Transaction are available on the
website of the Company at www.basf.com/in, for your information. The Demerger of the
Agricultural Solution Business is expected to be completed by end of 2026 / early 2027,
subject to approval of Hon'ble National Company Law Tribunal.
Divestiture of Company's 100% shareholding in BASF India Coatings
Private Limited
Globally, BASF SE, Germany (Ultimate Holding Company) had announced
that BASF and funds managed by global investment firm Carlyle (NASDAQ: CG), in partnership
with Qatar Investment Authority (QIA), had entered into a binding agreement relating to
BASF's automotive OEM coatings, automotive refinish coatings and surface treatment
businesses to create a global standalone company.
In India, the automotive OEM coatings and automotive refinish coatings,
which were part of your Company was transferred to BASF India Coatings Private Limited,
its wholly owned subsidiary, effective January 1, 2025.
In view of the global announcement and after further evaluation and
assessment and based on the business valuation provided by an Independent Valuer, the
Board of Directors of the Company at its meeting held on March 30, 2026 decided &
approved the transfer / sale of the Company's 100% shareholding held in BASF India
Coatings Private Limited, it's Wholly Owned Subsidiary, to Bond German BidCo 2 GmbH
and Bond France BidCo SAS (Carlyle Group Companies) at a consideration of Rs. 2,301.6
million, at closing.
The closing of the transaction is planned during the second quarter of
calendar year 2026 and thereafter BASF India Coatings Private Limited would cease to be a
wholly owned subsidiary of the Company. As of March 31,2026, BASF India Coatings Private
Limited generated revenue from operations of Rs. 5,946 million representing 4% of the
consolidated sales of the company and is not a material subsidiary of BASF India Limited.
Acquisition of 26% equity stake in Clean Max Amalfi Private Limited
Your Company has been identifying and implementing sustainable
initiatives for procurement of green power to its manufacturing sites under Captive Power
Generation Mechanism as per the prevailing renewable energy policy(ies) and the
Electricity Act, 2003 and the Rules thereunder.
In terms thereof, your Company has invested in power developer company,
Clean Max Amalfi Private Limited for availing renewable power at concessional rates for
its manufacturing sites in the State of Gujarat in accordance with the Electricity Act,
2003 and the Rules thereunder. During the financial year 2025-26, the Board of Directors
of your Company at its meeting held on July 30, 2025 had approved the acquisition of 26%
in the equity share capital of Clean Max Amalfi Private Limited, Special Purpose Vehicle
incorporated by Clean Max Enviro Energy Solutions Private Limited, for an amount not
exceeding Rs. 65.9 million for procurement of ~ 28,854 MWh (including green attributes) of
renewable power (solar & wind) for its manufacturing sites at Dahej and Panoli under
Captive Power Generation Mechanism, as per the prevailing renewable energy policy of the
State of Gujarat and the Electricity Act, 2003 and the Rules thereunder.
During the financial year i.e., 2024-25 your Company had invested 26%
in Clean Renewable Energy KK 2C Private Limited for procurement of renewable power (solar)
for its manufacturing site at Mangalore under Captive Power Generation Mechanism.
Closure of Metal Complex Dyes (MCD) Production Line at Company's
Manufacturing Site at Mangalore
Your Company's MCD business is mostly commoditized and as such has
a low strategic relevance and pricing power, which impacted the margins and profitability
of this business of the Company. During the financial year 2024-25, the MCD production
line, forming part of the Dispersions Business under Industrial Solutions Segment,
contributed revenues of approx. Rs. 150.0 million representing 0.1% of the total revenues
of the Company. In view of the above, the Board of Directors of your Company at its
meeting held on March 30, 2026 approved the closure of Metal Complex Dyes (MCD) Production
Line at Company's manufacturing site at Mangalore. The closure of the MCD production
line has been expected to be completed during the last quarter of the calendar year 2026.
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements together with the
Report of Auditors' thereon forms part of this Annual Report.
Your Company does not have any Associate Company or Joint Venture
Company as on March 31, 2026.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of Financial Statements of BASF India
Coatings Private Limited and BASF Agricultural Solutions India Ltd (wholly owned
subsidiaries of the Company) in the prescribed Form AOC-1 is provided in Annexure 1 and
forms part of this Report. The Unaudited Financial Statements of the wholly owned
subsidiaries of the Company are also available on the Company's website at
https://www.basf.com/in/en/india-investors/financial-statements-presentations/
basf-india-coatings-private-limited--wos- and
https://www.basf.com/in/en/india-investors/financial-statements-
presentations/basf-agricultural-solutions-private-limited--wos-0 and the same are also
available for inspection as per the details mentioned in the Notice of 82nd Annual General
Meeting. Your Company will also make available these documents upon request by any Member
of the Company interested in obtaining the same.
Transfer to Reserves
The Company has not transferred any amount to the Reserves for the
financial year ended March 31, 2026.
Share Capital
During the year under review, there has been no change in the share
capital of the Company. The authorised share capital of the Company, as on March 31,2026
is Rs. 715,597,150/-, which is divided into 71,559,715 equity shares of Rs. 10/- each,
whereas the issued share capital of the Company comprises of 43,285,640 equity shares of
Rs. 10/- each aggregating to Rs. 432,856,400/-.
Out of the 43,285,640 equity shares of Rs. 10 each, 682 equity shares
of Rs. 10 each were issued and allotted pursuant to the Rights Issue(s) in 1995 and 1996,
and were then kept in abeyance due to pending legal cases/ disputes.
Dividend
The Board of Directors of your Company have recommended a Dividend of
Rs. 25 per equity share i.e., 250% for the financial year ended March 31, 2026. The
Dividend would be paid, subject to the approval of the Members at the forthcoming Annual
General Meeting to be held on August 12, 2026.
Further, as per Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), the top 1000 listed entities based on market capitalization
are required to formulate a Dividend Distribution Policy. Accordingly, your Company has
formulated its Dividend Distribution Policy, and the same is available on the
Company's website at https://bit.lv/BASFDividendDistributionPolicv.
Changes in Directors
During the year under review, the following changes took place in the
Board of Directors of the Company:-
i) Resignation of Mr. Marcelo R. Lu as a Director of the Company
Mr. Marcelo R. Lu (DIN: 10462274) resigned as the Non-Executive and
Non-Independent Director of the Company, with effect from November 30, 2025 as he has
decided to pursue his career outside BASF. The Board of Directors of the Company have put
on record their appreciation for the invaluable contributions made by Mr. Marcelo R. Lu as
a Director of the Company.
ii) Appointment of Mr. Andrew Postlethwaite as Non-Executive and
Non-Independent Director of the Company Based on the recommendation of the Nomination and
Remuneration Committee, Mr. Andrew Postlethwaite (DIN: 03532678) was appointed as the
Non-Executive Non-Independent Director of the Company by the Board of Directors of the
Company, effective December 1, 2025. Further, the appointment of Mr. Andrew Postlethwaite
was also approved by the Members of the Company by way of Postal Ballot on December 30,
2025.
Mr. Andrew Postlethwaite, has graduated from the University of New
England, Australia with a Master's in Business Administration. He joined BASF New
Zealand Limited as a Marketing Trainee in 1986 and then in 1993 worked as Industry Manager
in Paper Chemicals business. He took up assignments in Sales & Material Management and
Regional Information Systems of BASF South East Asia Pte. Ltd., Singapore in 1997 and 2000
before being appointed as Director, Life Science & Functional Polymers, Corporate
Strategy, BASF (Malaysia) Sdn. Bhd. In 2005, Mr. Andrew Postlethwaite was part of Fine
Chemicals for BASF (China) Company Ltd. In 2008, Mr. Andrew Postlethwaite became Vice
President, Nutrition & Health, Asia Pacific, BASF East Asia Regional Headquarters
Ltd., Hong Kong. In 2011, Mr. Andrew Postlethwaite was appointed as the Senior Vice
President, Performance Materials, Asia Pacific. Later in 2017, he was appointed as a
Director on the Board of BASF South East Asia Pte. Ltd, Singapore and in 2025, he was
appointed as its Managing Director.
iii) Re-appointment of Mr. Pradip P. Shah and Dr. Ramkumar Dhruva as
Directors of the Company: -
In accordance with the provisions of Section 152 (6) of the Companies
Act, 2013, Mr. Pradip P. Shah (DIN: 00066242) and Dr. Ramkumar Dhruva (DIN: 00223237),
Non-Executive Directors of the Company being eligible, offers themselves for
re-appointment as Directors (in the same capacity) of the Company at the 82nd Annual
General Meeting of the Company to be held on August 12, 2026.
As required under the SEBI Listing Regulations, the details of Mr.
Pradip P. Shah and Dr. Ramkumar Dhruva, Directors of the Company, seeking re-appointment
at the ensuing Annual General Meeting are provided in the Corporate Governance Report,
forming part of this Annual Report.
Finance & Accounts
Your Company efficiently managed working capital. Your Company had Nil
borrowings as at the end of financial year 2025-2026.
Your Company continued to focus on managing cash efficiently and
ensured that it had adequate credit lines from Company's bankers.
Capital Expenditure
Capital expenditure incurred during the year under review aggregated to
Rs. 2,132.1 million.
Credit Rating
During the year, CRISIL Ltd re-affirmed the credit rating of
‘CRISIL AAA/ Stable' for the long-term debt programme of your Company. The
ratings on the Fixed Deposits and Commercial Paper have been re-affirmed at ‘FAAA /
Stable' and ‘CRISIL A1+', respectively.
Instruments with these ratings are considered to have the highest
degree of safety regarding timely servicing of financial obligations & carry lower
credit risk.
Fixed Deposits
During the year, your Company has not invited, accepted, or renewed any
fixed deposits from the public and accordingly, there is no principal or interest
outstanding in respect thereof.
Management Discussion and Analysis Report
In terms of the SEBI Listing Regulations, the Management Discussion and
Analysis Report is appended to this Annual Report.
Corporate Governance
Your Company is committed to maintain the highest standards of
Corporate Governance and has complied with the Corporate Governance requirements as per
the SEBI Listing Regulations.
A separate report on Corporate Governance as stipulated under the SEBI
Listing Regulations along with a Certificate of Compliance from M/s Deloitte Haskins &
Sells LLP, Chartered Accountants (Firm Regn. No. 117366W/W-100018) (the Statutory
Auditors), forms part of this Annual Report.
Corporate Social Responsibility
As required under the provisions of the Companies Act, 2013, the Board
of Directors of your Company has constituted a Corporate Social Responsibility (CSR)
Committee on April 30, 2013.
Mr. Bahram Vakil (Chairman), Ms. Sonia Singh, Independent Director and
Mr. Anil Kumar Choudhary, Manufacturing Head & Whole-time Director are the Members of
the CSR Committee.
Mr. Manohar Kamath, Director - Legal, General Counsel (India) &
Company Secretary of the Company continues to act as the Secretary of the CSR Committee.
The CSR Committee has formulated the CSR Policy and has recommended the
activities to be undertaken by the Company as specified under Schedule VII of the
Companies Act, 2013.
During the year under review, two meetings of the CSR Committee were
held on July 30, 2025 and February 13, 2026 to review and recommend to the Board of
Directors, the CSR activities to be undertaken by the Company during the financial year
2025-2026.
Your Company was required to spend an amount of Rs. 129.3 million
(Gross Amount) during the financial year 2025-2026 towards CSR projects / activities.
The details of the ongoing CSR projects initiated by the Company, are
provided in Annexure II of this Report. Business Responsibility & Sustainability
Report
As per Regulation 34(2) of the SEBI Listing Regulations, your Company
has included BRSR as part of this Report for the financial year 2025-26, as Annexure Ill,
describing the initiatives taken by the Company from an environmental, social and
governance perspective.
In line with the SEBI listing requirements, your Company being part of
the top 500 listed entities, was required to obtain Reasonable Assurance Certificate from
an Independent Certifying Agency on certain key parameters of Business Responsibility and
Sustainability Report (BRSR Core Indicators). The Board of Directors of the Company
appointed TUV SUD South Asia Private Limited (TUV SUD), an independent agency to carry out
the Reasonable Assurance on BRSR Core Indicators for the financial year ended March 31,
2026. The Reasonable Assurance Certificate issued by TUV SUD South Asia Private Limited,
which was considered by the Board of Directors of the Company, has also been attached as a
part of the BRSR Report for the financial year 2025-2026.
Further, the BRSR Report together with the Reasonable Assurance
Certificate for the financial year 2025-2026 has also been hosted on the Company's
website, and the same can be accessed at www.basf.com/in
Vigil Mechanism
Your Company has established a Whistle Blower Policy for employees,
Directors and third parties to report their genuine concerns, details of which have been
given in the Corporate Governance Report annexed to this Report. This policy is available
on the Company's website and can be accessed at:
https://bit.lv/BASFWhistleBlowerPolicv.
Directors' Responsibility Statement
Your Directors confirm that:
(i) i n the preparation of the annual standalone and consolidated
financial statements, the applicable accounting standards have been followed;
(ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year ended March 31, 2026 and of the profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) they have prepared the annual standalone and consolidated
financial statements on a going concern basis;
(v) t hey have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
and
(vi) t hey have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013
read with sub-rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, forms part of this
Report as Annexure IV.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations, your Company has devised a policy containing criteria for evaluating
the performance of the Executive, Non-Executive and Independent Directors, Key Managerial
Personnel, Board and its Committees. Feedback was sought by way of a structured
questionnaire covering various aspects of the Board's functioning, such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations, and governance. The manner in which the
evaluation has been carried out is explained in the Corporate Governance Report, forming
part of this Annual Report.
The Board of Directors of your Company expressed satisfaction about the
transparency of disclosures, maintenance of higher governance standards and updation of
the Non-Executive and Independent Directors on key topics impacting the Company. The
suggestions provided by the Board of Directors of the Company were implemented during the
financial year 2025-2026. Your Company will continue to improve and implement the valuable
suggestions provided by the Board of Directors of the Company during the year 2026-2027.
Policy on Directors' appointment and remuneration
The policy on Directors' appointment and remuneration including
determination of the qualifications, positive attributes, independence of a Director and
other matters provided under Section 178(3) of the Companies Act, 2013, forms part of the
Nomination & Remuneration Policy of the Company. This policy is available on the
Company's website and can be accessed at: https://bit.ly/BASFNRCPolicy.
Statutory Auditors
M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm
Regn. No. 117366W/W-100018), Mumbai, had appointed as Statutory Auditors of the Company
for a period of 5 years at the Annual General Meeting held on August 7, 2024 i.e. upto the
conclusion of the Annual General Meeting to be held in the calendar year 2029.
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm
Regn. No. 117366W/W-100018) have confirmed to the Board of Directors of the Company that
they are eligible to continue as the Statutory Auditors of the Company and that they
continue to satisfy the criteria as specified under the provisions of Section 139 and
Section 141 of the Companies Act, 2013.
Further, in alignment with the Statutory Auditors, the Board of
Directors of the Company has also constituted the Those Charged With Governance (TCWG)
sub-committee, based on the circular of the National Financial Reporting Authority (NFRA)
and the said sub-committee had its meeting before the Audited Standalone and Consolidated
Financial Statements of the Company for the financial year ended March 31, 2026 were
approved by the Board of Directors on May 19, 2026.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company had appointed M/s HSPN & Associates, Practicing Company Secretaries as
Secretarial Auditors of the Company for a period of 5 years at the Annual General Meeting
held on August 12, 2025 i.e. upto the conclusion of the Annual General Meeting to be held
in the calendar year 2030, to conduct the Secretarial Audit of the Company and to furnish
the report to the Board. The Secretarial Audit Report dated May 19, 2026, as considered by
the Board of Directors of the Company, forms part of this Report as Annexure V.
Qualifications / Reservations in the Auditors' Report &
Secretarial Audit Report
There are no qualifications / reservations placed by the Statutory
Auditors and the Secretarial Auditor in their respective Reports for the financial year
ended March 31, 2026.
Compliance with Secretarial Standards
Your Company has duly complied with the applicable Secretarial
Standards (‘SS') issued by the Institute of Company Secretaries of India
relating to Meetings of the Board and its Committees (‘SS1') and General
Meetings (‘SS2'), respectively, during the year under review.
Reporting of Frauds by Auditors
During the year under review, there have been no instances of fraud
committed against the Company by its officers or employees, that were required to be
reported to the Audit Committee / Board of Directors of the Company, by the Statutory
Auditors or the Secretarial Auditor under Section 143(12) of the Companies Act, 2013.
Cost Audit
The Board of Directors, in pursuance of Section 148 of the Companies
Act, 2013, have appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, having
Registration No. 000010, for conducting the audit of the cost accounting records of the
Company for the financial year 2026-2027. The Cost Auditors have confirmed that their
appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that
they are not disqualified from acting as the Cost Auditors of the Company. The Cost Audit
report for the financial year 2025-26 would be adopted by the Board of Directors of the
Company on or before September 30, 2026.
Composition of the Audit Committee
As required by Section 177(8) read with Section 134(3) of the Companies
Act, 2013 and the Rules framed thereunder, the composition of the Audit Committee is in
line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations,
details of which are provided in the Corporate Governance Report, forming part of this
Annual Report.
Related Party Transactions
All related party transactions that were entered into by the Company
during the financial year 2025-2026 were on arms' length basis. There are no
materially significant related party transactions entered into by the Company with its
Promoters, Directors, Key Managerial Personnel or other Related Parties, which may have a
potential conflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee
for its approval. Prior omnibus approval of the Audit Committee is obtained for
transactions, which are repetitive in nature. A statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors for
their approval on a quarterly basis. The policy on Related Party Transactions, as approved
by the Board, is available on the Company's website and can be accessed at:
https://bit.ly/BASFRPTPolicy.
Your Board of Directors draw the attention of the Members to Note No.
51 of the Standalone Financial Statements, which sets out related party disclosures under
the Indian Accounting Standards (IND AS).
Further, the disclosures as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2, form part of this Report, as Annexure VI.
Particulars of loans, guarantees or investments under Section 186 of
the Companies Act, 2013
During the financial year 2025-2026, the Company has placed
Inter-Corporate Deposits with BASF Catalysts India Private Limited and BASF Chemicals
India Private Limited, affiliates of your Company and BASF India Coatins Private Limited,
wholly owned subsidiary of your Company. The details of amount outstanding as of March 31,
2026 was as follows: -
BASF India Coatings Private Limited - Rs. 120 Million
Your Directors draw the attention of the Members to Note of the
Standalone Financial Statements, which sets out the disclosures under the Indian
Accounting Standards (IND AS).
Weblink of Annual Return
The Annual Return of the Company for the financial year ended March 31,
2026 in Form MGT-7 is available on the Company's website at www.basf.com/in
Particulars of Employees
The particulars of employees required to be furnished pursuant to
Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended,
forms part of this Report as Annexure VII. However, as per the provisions of Section 136
of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report
excluding the statement of particulars of employee is being sent to all the Members of the
Company. Any Member interested in obtaining a copy of the said statement may write to the
Company Secretary at manohar.kamath@basf.com
Prevention of Sexual Harassment at the Workplace
Your Company gives prime importance to the dignity and respect of its
employees irrespective of their gender or hierarchy and expects responsible conduct and
behaviors on the part of employees at all levels. Providing a safe and congenial work
environment for all employees is an integral part of the Company's Code of Conduct.
As per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your
Company has adopted a Policy for Prevention of Sexual Harassment at Workplace and has
constituted an Internal Committee (IC). The names of the IC Members are displayed on the
notice board in each office and manufacturing site. All employees as well as contract
staff and trainees are covered by this policy. Allegations of sexual harassment reported
are expeditiously and discreetly investigated and disciplinary action, if required, is
taken in accordance with the policy.
There were no complaints of sexual harassment received during the
financial year 2025-2026.
Training programs on prevention of sexual harassment at the workplace
are also conducted at regular intervals. During the year under report, your Company
conducted awareness programmes on the policy for its employees. Your Company had also
rolled out an e-learning module to sensitize & create awareness amongst the employees
of the Company on prevention of sexual harassment.
Risk Management
Your Company has in place a mechanism to inform the Board about the
risk assessment and minimization procedures and undertakes periodical review of the same
to ensure that the risks are identified and controlled by means of a properly defined
framework. In the Board's view, the Company has put in place appropriate mitigation
measures to the key risks identified during the Risk Management Committee, including the
implications of the geo-political risks, supply chain risks and the cyber security risks
and the effects associated thereof on the Company.
Internal Financial Control Systems and their adequacy
Your Company has policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable
financial information. Additional details on Internal Financial Controls and their
adequacy are provided in the Management Discussion and Analysis Report, forming part of
this Annual Report.
Significant and material orders passed by Regulators or Courts
Certain litigations pending with Regulators or Courts have been
disclosed as Contingent Liabilities in Note no. 40 of the Standalone Financial Statements
for the financial year ended March 31, 2026. There are no significant and material orders
passed by the Regulators / Courts, which would impact the going concern status of the
Company and its future operations.
Material changes and commitments affecting the financial position of
the Company
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred between the end of the f nancial
year of the Company to which the f nancial statements relate and the date of this Report
on account of the ongoing geo-political crisis around the world.
Board Meetings
Seven (7) Board Meetings were held during the financial year 2025-2026
on the following dates:
| (1) April 25, 2025 |
(2) May 14, 2025 |
(3) July 30, 2025 |
| (4) August 12, 2025 |
(5) November 14, 2025 |
(6) February 13, 2026 |
| (7) March 30, 2026 |
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Declaration of Independence
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI Listing
Regulations as amended.
Other Disclosures
• The Company has not issued any shares with differential voting
rights / sweat equity shares.
• There was no revision in the Audited Financial Statements of the
Company for the financial year ended March 31, 2025.
• There has been no change in the nature of business of the
Company as on the date of this report.
• There are no proceedings fled against the Company under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2025-2026. Your Company has
initiated action against few customers under the Insolvency and Bankruptcy Code, 2016.
Employee Relations
Your Directors place on record their sincere appreciation of the
contribution made by the employees at all levels to the growth of the Company. Industrial
Relations at all our manufacturing sites remained cordial.
Acknowledgments
The Board of Directors take this opportunity to thank BASF SE, Germany
and all other stakeholders including customers, suppliers, bankers, business partners/
associates, Central and State Governments, regulatory authorities and the society at large
for their consistent support and co-operation to the Company. Your Directors thank the
Members and Investors for their confidence in the Company.
|
On behalf of the Board of Directors |
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For BASF India Limited |
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PRADIP P. SHAH |
ALEXANDER GERDING |
|
Chairman |
Managing Director |
|
(DIN: 00066242) |
(DIN: 09797186) |
| Mumbai |
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| Dated: May 19, 2026 |
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