BASF India Ltd — AGM Information 2025

Jul 14, 2025

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BASF India Limited, Mumbai - 400 079, India

July 14, 2025

The Market Operations Department

BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001

Name of the Company : BASF India Limited Security Code : 500042

Dear Sir/Madam,

Sub: Submission of Notice of the 81[st] Annual General Meeting of the Company

We enclose herewith the Notice of the 81[st] Annual General Meeting of the Company to be held on Tuesday, August 12, 2025, for your reference and record.

The aforesaid document is also uploaded on the Company’s website i.e. www.basf.com/in.

Kindly take the same on record.

Thanking you.

Yours faithfully, For BASF India Limited

Digitally signed by Manohar Manohar Shrikant Kamath Shrikant Kamath Date: 2025.07.14 13:06:53 +05'30'

Manohar Kamath

Digitally signed by PANKAJ PANKAJ RAJKUMAR BAHL RAJKUMAR BAHL Date: 2025.07.14 13:07:23 +05'30'

Pankaj Bahl

Director – Legal, General Counsel (India) Senior Manager- Legal & Secretarial & Company Secretary

Encl: a.a.

Cc: Listing Compliance, The National Stock Exchange of India Limited, Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra –(East). Mumbai-400051.

Registered Office BASF India Limited Unit No.10A, 10B & 10C (part), 10[th] Floor, Godrej One, Pirojsha Nagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400 079, India

Tel +91 22 6834 7000 CIN - L33112MH1943FLC003972

www.basf.com/in

BASF India Limited

NOTICE

NOTICE is hereby given that the EIGHTY-FIRST (81[st] ) ANNUAL GENERAL MEETING (AGM) of BASF INDIA LIMITED will be held on Tuesday, August 12, 2025 at 3.00 p.m., through Video Conferencing / Other Audio-Visual means ( “VC”/“OAVM” ), to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt (a) the audited financial statements of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2025 and the report of Auditors thereon and, in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions :

2. a) “ RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

3. b) “ RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2025 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

4. To declare dividend on equity shares of the Company for the financial year ended March 31, 2025 and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT dividend at the rate of Rs. 20/- (Rupees Twenty only) per equity share of face value of Rs. 10/- (Rupees Ten only) each fully paid-up, as recommended by the Board of Directors of the Company, be and is hereby declared for the financial year ended March 31, 2025 and the same be paid out of the profits of the Company.”

1. To appoint Mr. Marcelo Rocha Lu (DIN: 10462274), who retires by rotation as a Director and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

2. “ RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Marcelo Rocha Lu (DIN: 10462274), who retires by rotation at this Annual General Meeting, and being eligible for re-appointment, be and is hereby appointed as a Director of the Company.”

3. To appoint Mr. Anil Kumar Choudhary (DIN: 07733817), who retires by rotation as a Director and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

4. “ RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Anil Kumar Choudhary (DIN: 07733817), who retires by rotation at this Annual General Meeting, and being eligible for re-appointment, be and is hereby appointed as a Director of the Company.”

SPECIAL BUSINESS

1. To appoint M/s. HSPN & Associates LLP, Practicing Company Secretaries, Firm Regn. No. AAZ-8456 as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years, effective August 12, 2025 and payment of remuneration.

2. To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange

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BASF India Limited

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and based on the recommendation of the Audit Committee and the Board of Directors of the Company, M/s. HSPN & Associates LLP, Practicing Company Secretaries, Firm Regn. No. AAZ-8456, be and are hereby appointed as the Secretarial Auditors of the Company, for a term of 5 (five) consecutive years to hold the office from the conclusion of this 81[st] Annual General Meeting till the conclusion of the 86[th] Annual General Meeting of the Company to be held in the calendar year 2030;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to fix annual remuneration plus applicable taxes and out of pocket expenses payable to them during their tenure as the Secretarial Auditors of the Company, as determined by the Audit Committee in consultation with the said Secretarial Auditors;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. To ratify the remuneration payable to the Cost Auditors of the Company for the financial year ending March 31, 2026.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder {including any amendment(s), statutory modification(s) or re-enactment(s) thereof, for the time being in force} and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, the remuneration payable to M/s. R. Nanabhoy & Co., Cost Accountants (Firm Registration No: 000010), appointed by the Board of Directors of the Company as the Cost Auditors for conducting the audit of the cost accounting records of the Company for the financial year ending March 31, 2026, amounting to Rs. 18,91,000/- (Rupees Eighteen Lakhs Ninety-One Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, in connection with the said audit, be and is hereby ratified and confirmed;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, matters and things, and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.”

1. Approval of the maximum limits for material Related Party transactions to be entered into between the Company and Related Parties during the FY 2025-26 and for the next FY 2026-27 i.e., upto the Annual General Meeting to be held during the calendar year 2026.

2. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and such other Rules as may be applicable to the Company in this regard and in terms of Regulation 23 (4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment(s), modification(s) or re-enactment thereof), the Company’s Related Party Transaction Policy (as amended from time to time) and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, the approval of the Members be and is hereby accorded to the Company for entering into and/or carrying out and/or continuing with contracts, arrangements and transactions (whether individually or taken together or as a series of transactions or

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otherwise), for the financial year 2025-26 and for the next financial year 2026-2027 i.e., until the date of the Annual General Meeting of the Company to be held during the calendar year 2026 (maximum validity of 15 (fifteen) months), with the below - mentioned Related Parties of the Company as per the amended SEBI Listing Regulations, whether by way of continuation(s) or renewal(s) or extension(s) or modification(s) of earlier contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise, provided that such contracts, arrangements and transactions be undertaken on the terms and conditions as may be mutually agreed between the Company and the below - mentioned Related Parties are on arm’s length basis and in the ordinary course of business:

Sr. No.	Name and place of the Related Party	Relationship	Nature of transactions	Value per annum (Rs. in crore) for which existing approval is inplace	Value per annum (Rs. in crore) for which approval is being sought
1	BASF SE (Germany)	Parent Company	(a) Sale and/ or purchase of chemicals/ materials. (b) Availing or rendering of services. (c) Payment of Royalty for Technical Collaboration/ Assistance. (d) Purchase/ Sale of Assets/ Business.	1500	1500
2	BASF Petronas Chemicals Sdn Bhd, (Malaysia)	Affliate Company	(a) Sale and / or purchase of chemicals / materials. (b) Availing or rendering of services.	1000	1000
3	BASF Hong Kong Limited (Hong Kong)	Affliate Company	(a) Sale and/ or purchase of chemicals/materials. (b) Availing or rendering of services.	4500	4500
4	BASF South East Asia Pte. Ltd (Singapore)	Affliate Company	(a) Sale and / or purchase of chemicals / materials. (b) Availing or rendering of services.	1400	1400

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BASF India Limited

Sr. No.	Name and place of the Related Party	Relationship	Nature of transactions	Value per annum (Rs. in crore) for which existing approval is inplace	Value per annum (Rs. in crore) for which approval is being sought
5	BASF Company Ltd, (Korea)	Affliate Company	(a) Sale and / or purchase of chemicals / materials. (b) Availing or rendering of services.	1400	1500

RESOLVED FURTHER THAT the Audit Committee and / or the Board of Directors of the Company be and are hereby authorised to do and perform all such acts, deeds, matters and things as may be necessary to give effect to this Resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members;

RESOLVED FURTHER THAT the Audit Committee and / or the Board of Directors of the Company be and are hereby authorised to delegate all or any of the powers conferred, to any Director or any other Officer(s)/ Authorised Representative(s) of the Company, to do all such acts and take appropriate steps, as may be considered necessary or expedient, after taking necessary approvals, if required to give effect to this Resolution.”

By Order of the Board of Directors For BASF India Limited MANOHAR KAMATH Director – Legal, General Counsel (India) & Company Secretary

Registered Office: Unit Nos. 10A, 10B & 10C (part), 10[th] Floor, Godrej One, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400 079, India CIN: L33112MH1943FLC003972

Dated: May 14, 2025

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BASF India Limited

Notes:

1. An Explanatory Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the items of Special Business mentioned in this Notice is annexed hereto and forms part of this Notice.

2. Pursuant to General Circular No. 09/2024 dated September 19, 2024, General Circular No. 09/2023 dated September 25, 2023, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 14/2020 dated April 8, 2020 issued by the Ministry of Corporate Affairs (‘ MCA Circulars ’) and Circular Nos. SEBI/HO/ CFD/CMD1/CIR/P/2020/79, SEBI/ HO/CFD/CMD2/CIR/P/2021/11, SEBI/HO/CFD/CMD2/CIR/P/2022/62 and SEBI/HO/CFD/PoD-2CMD2/P/ CIR/P/2023/4 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133, dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023 and October 3, 2024 (collectively referred to as “ SEBI Circulars ”) respectively issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, the holding of the Annual General Meeting through VC /OAVM, without the physical presence of the Members has been permitted.

In compliance with the provisions of the Companies Act, 2013 (‘ the Act ’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘the Listing Regulations’), MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC/OAVM which does not require the physical presence of the Members at a common venue. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.

1. As this AGM is being held through VC/OAVM and physical attendance of the Members has been dispensed with in line with the MCA Circulars and the SEBI Circulars, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.

2. In accordance with the aforesaid MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail addresses for receiving the Notice. Members who have not registered their e-mail addresses are requested to register the same as per the process mentioned in the Notes, in this Notice.

3. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force) and various MCA Circulars, the Company is pleased to provide its Members with the e-Voting facility to exercise their right to vote on the proposed resolutions electronically. For this purpose, the Company has appointed Mr. Suhas S. Ganpule, Practicing Company Secretary, having Membership No. ACS-12122 & Certificate of Practice No. 5722, Proprietor of M/s. SG & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the e-Voting process in a fair and transparent manner.

4. The Company has engaged National Securities Depository Limited (“ NSDL ”) as the agency to provide the e-Voting facility and the instructions for e-Voting are provided as part of this Notice.

5. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-Off Date i.e., Tuesday, August 5, 2025.

6. Corporate Members intending to authorize their representatives to attend the AGM pursuant to Section 113 of the Companies Act, 2013, are requested to send to the Company, a certified copy of the relevant Board Resolution together with the respective specimen signatures of those representative(s) authorised under the said resolution to attend and vote on their behalf at the meeting.

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BASF India Limited

1. The Members of the Company can join the AGM through VC/OAVM 15 minutes before the scheduled time of the commencement of the AGM. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 Members of the Company on first come first served basis. This will not include large Members (Members holding 2% or more shares of the Company), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of various Committees of the Company, Auditors etc., who are allowed to attend the AGM without any restriction.

2. The attendance of the Members at the AGM through VC/OAVM will be counted for the purpose of determining the quorum under Section 103 of the Companies Act, 2013.

3. The Register of Members and the Share Transfer Books of the Company will be closed from Thursday, July 31, 2025 to Tuesday, August 5, 2025 (both days inclusive) for the purpose of determining the eligibility of the Members entitled to Dividend, subject to the approval of the Members at the AGM.

4. Dividend as recommended by the Board of Directors, if approved at the AGM, will be paid on or after Saturday, August 16, 2025 in respect of shares held in the Company in physical form, to those Members whose names appear in the Company’s Register of Members and in respect of shares held in demat form to those “Deemed Members” whose names appear in the Statement of Beneficial Ownership furnished by the NSDL and the Central Depository Services (India) Limited (“ CDSL ”) at the close of business hours on Wednesday, July 30, 2025 (Record Date for the purpose of payment of Final Dividend).

5. Members are requested to submit their queries/requests for clarification, if any, on the Annual Report via e-mail to Mr. Manohar Kamath, Director - Legal, General Counsel (India) & Company Secretary at manohar.kamath@basf.com and / or at investor-grievance-india@basf.com latest by Thursday, July 31, 2025 to enable the Company to furnish the replies at the AGM.

6. Members are requested to notify any change in their address or bank mandate to: (a) their respective Depository Participants in case of shares held in electronic form or (b) the Company’s Registrar & Share Transfer Agent, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) at C-101, Embassy 247, L.B.S Marg, Vikhroli (West), Mumbai - 400083, in case of shares held in physical form.

7. Members holding shares under multiple folios are requested to submit their applications to MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) for consolidation of folios into a single folio.

8. Pursuant to the provisions of Section 124(5) of the Act, amounts transferred to the unpaid dividend account of the Company, which remains unpaid or unclaimed for a period of seven years from the date of such transfer to the unpaid dividend account, shall be transferred by the Company to the Investor Education and Protection Fund (“ IEPF ”) of the Central Government.

Accordingly, the Company has transferred Rs. 3,21,919/- (Rupees Three Lakhs Twenty One Thousand Nine Hundred Nineteen Only) being the unpaid or unclaimed dividend amount of the Company for the financial year ended March 31, 2017, to IEPF on November 27, 2024 and corresponding 11,262 (Eleven Thousand Two Hundred Sixty Two Only) equity shares of the Company on December 3, 2024 to IEPF Authority for the financial year 2016-2017, pursuant to Section 124(5) of the Companies Act, 2013, read with the applicable Rules framed thereunder.

The Company has already sent reminders to the Members of the Company requesting them to claim their unpaid or unclaimed dividend amount for the financial year ended March 31, 2018 which will become due for transfer to IEPF in September 2025. As required under the provisions of Section 124(2) of the Companies Act, 2013, the Company has uploaded the details of unpaid or unclaimed dividend amounts lying with the Company as on August 7, 2024 (i.e. date of last AGM of the Company) on the website of the Company (www.basf.com/in) and also filed the same with the Ministry of Corporate Affairs, Government of India.

Those Members who have so far not encashed their dividend warrants for the following financial years, may approach the Company’s Registrar & Share Transfer Agent i.e., MUFG Intime India Private Limited

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BASF India Limited

(formerly known as Link Intime India Private Limited) for the payment thereof, failing which the same will be transferred to IEPF on the respective dates mentioned there against:

Financial Year ended	Dates on which unpaid or unclaimed dividend amount will be due to be transferred to IEPF
31.03.2018	15.09.2025
31.03.2019	24.08.2026
31.03.2020	16.09.2027
31.03.2021	16.09.2028
31.03.2022	13.09.2029
31.03.2023	14.09.2030
31.03.2024	17.09.2031

In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘ IEPF Rules ’) as amended, in addition to the unpaid or unclaimed dividend amount which is required to be transferred by the Company to IEPF, the corresponding equity shares relating to such unpaid/ unclaimed dividend are also required to be transferred to IEPF Account. Therefore, Members are requested to take note of the aforesaid provisions of the Act and claim their unpaid or unclaimed dividends immediately to avoid transfer of the underlying shares to the IEPF Account. Details of unpaid/unclaimed dividend are uploaded on the website of the Company www.basf.com/in for the information of the Members, before transfer to IEPF.

In respect of the unpaid/unclaimed dividend pertaining to the financial years 2011 to 2017, the Company has already transferred the unpaid or unclaimed dividend and the corresponding equity shares to IEPF.

Members are requested to claim the unpaid/ unclaimed dividend pertaining to the financial years March 31, 2018 onwards, due to them, failing which the corresponding equity shares (held either in physical or electronic mode) shall be transferred by the Company to IEPF Account. Members can however, claim both, the unpaid or unclaimed dividend amount and the corresponding equity shares transferred to IEPF Account from the IEPF Authority, by making an application in the manner specified under the IEPF Rules.

1. With respect to the payment of Dividend, the Company provides the facility of remittance of dividend amount electronically through National Automated Clearing House (NACH / other permissible modes) to all Members holding shares in electronic and physical form. Members holding shares in physical form who wish to avail NACH facility, may submit Form ISR-1 duly signed stating their bank details viz., Name of the Bank and Branch, their A/c type and Core Banking A/c No. with 9 digit MICR and 11 digit IFSC code along with the original copy of cancelled cheque, stating the name of the shareholder(s) as account holder to MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited). Requests for payment of dividend through NACH for the financial year 2024-2025 should be lodged with MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) on or before the book closure end date i.e., Tuesday, August 5, 2025.

2. The Company’s Equity Shares are listed on BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001 and The National Stock Exchange of India Limited, Exchange Plaza, C-1, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051. The Company has paid the annual listing fees for the financial year 2024-2025 and 2025-2026 to both the Stock Exchanges.

3. In terms of Section 72 of the Companies Act, 2013 and Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, every holder of securities of the Company may, at any time, nominate, in the prescribed manner, a person to whom his/her securities of the Company shall vest in the event of his/her death. Members, who wish to avail of this facility, may fill in the prescribed Form No. SH-13 and forward the same to MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited).

4. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant (‘ DP ’) and holdings should be verified from time to time.

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1. Members who desire to take part in the Green Initiative of the Company, are requested to register their e-mail addresses with their Depository Participant(s) in case they hold shares in demat form and with the Company/ their RTA for the shares held in physical form by submitting the Investor Service Request Form ISR-1, ISR-2 and Nomination form (optional) duly filed and signed, as per the specimen signatures registered against the folio, along with the supporting documents stated thereon. On registration, all the communications will be sent to the e-mail address of the Member registered with the Company.

2. An electronic copy of the Annual Report 2024-2025 along with the Notice are being sent to all those Members whose e-mail addresses are registered with the Company/Depositary Participant(s) and physical copy of the same is not being provided in line with the aforementioned circulars issued by the MCA and SEBI. Members may also note that the Notice of the 81[st] AGM and the Annual Report are available on the Company’s website www.basf.com/in . The aforesaid documents can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and The National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL (agency for providing the e-Voting facility) i.e. www.evoting.nsdl.com . A letter containing the web-link for accessing the Notice of the 81[st] AGM and the Annual Report for the FY 2024-25 will be sent to those Members who have not registered their e-mail address with the Company / Depositories / RTA.

3. The documents referred to in the Notice of the AGM are available for inspection electronically without any fee by the Members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an e-mail to investor-grievance-india@basf.com or manohar.kamath@basf.com .

4. As per Regulation 40 of the SEBI Listing Regulations, securities of the listed companies can only be transferred in demat form with effect from April 1, 2019, except in case of request for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to demat form. Members can contact the Company or MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) for assistance in this regard.

5. Members may please note that SEBI has made Permanent Account Number (PAN) as the sole identification number for all participants transacting in the securities market, irrespective of the amount of such transactions. SEBI has also made it mandatory for submission of PAN, Bank details and Nomination in the following cases: (i) Deletion of name of the deceased Member(s) (ii) Transmission of shares to the legal heir(s) along with requisite Form ISR 4 and Form ISR 5 respectively. The requests for effecting transmission / transposition of securities shall be processed in the dematerialized form and (iii) Transposition of shares.

Further, the Members are requested to kindly note that as per SEBI circular bearing no SEBI/HO/MIRSSD_ RTAMB/PCIR/2021/655 dated November 3, 2021, it is mandatory for Members holding shares in physical form to register their PAN, KYC details, Bank particulars and Nomination (optional) against their folio no. PAN is also required to be linked to Aadhar No. by the Members to be considered as valid PAN.

Members holding shares in physical form are requested to provide:

1. Form ISR-1 and Nomination Form (optional) duly filled and signed along with the hard copy of the following self-attested documents to MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) for registration against their respective folio(s):

2. Identity Proof: Copy of PAN card/ Aadhar Card

3. Address Proof: Copy of Aadhar Card/ Passport/ Client Master List/ Utility Bill not over 3 months old

4. Bank Details: Copy of the cancelled cheque stating the name of the Member as account holder

5. Contact Details: Mobile no., e-mail id

6. Nomination: Please provide Form SH-13 duly filled and signed.

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1. Form ISR-2 with the signatures of the members attested by the Manager of the Bank whose details are to be registered with the folio.

In the absence of any of the above information registered against your folio no., your folio no. will be frozen for any updation/ dividend payment in accordance with the aforesaid Circular.

Form ISR-1, ISR-2 and Nomination forms are available on the website of Company www.basf.com/in and on the website of our Registrar and Transfer Agent at https://in.mpms.mufg.com />Resources>Downloads>KYC.

SEBI vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023 has mandated that with effect from April 01, 2024, dividend to shareholders holding shares in physical form shall be paid only through electronic mode. Such payment shall be made only if the folio is KYC complaint i.e. the details of PAN, address with pincode, mobile no. complete bank details and specimen signatures are registered.

In case of non-updation of PAN, address with pincode, Contact Details or Mobile Number or Bank Account Details or Specimen Signature in respect of physical folios, dividend / interest etc. shall be paid upon furnishing all the aforesaid details in entirety.

1. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of Members with effect from April 1, 2020 and the Company is required to deduct tax at source from dividend paid to Members at the applicable prescribed rates. For the prescribed rates for various categories, the Members are requested to refer to the recent Finance Act. The Members are requested to update their valid PAN linked with Aadhar with MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (in case of shares held in physical mode) and Depositories (in case of shares held in demat mode).

2. A Resident Individual Member with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail of the benefit of non-deduction of tax at source, by emailing the said declarations at tds.dividend@partners.basf.com on or before July 24, 2025. Members are requested to note that in case their valid PAN linked with Aadhar is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident Members may avail of beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F or any other document which may be required to avail the tax treaty benefits by emailing the said declarations at tds.dividend@partners.basf.com on or before July 24, 2025.

1. In order to increase the efficiency of the e-Voting process, SEBI vide its circular SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, had enabled e-Voting to all the demat account holders by way of a single login credential through their demat accounts/ websites of Depositories / Depository Participants. Demat account holders would be able to cast their vote without having to register again with the e-Voting service providers (ESPs), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process.

2. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes Member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. August 5, 2025 may obtain the login ID and password by sending a request at evoting@nsdl.com . However, if you are already registered with NSDL for remote e-Voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on 022 - 4886 7000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. August 5, 2025, may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.

3. Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.

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- INSTRUCTIONS FOR REMOTE E VOTING

The process to vote electronically on NSDL e-Voting system consists of 2 steps:

- Step 1: Access to NSDL e Voting system

(A) Login method for e-Voting for Individual Members holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual Members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual Members holding securities in demat mode is given below:

Type of Members	Login Method	Login Method
Individual Members holding securities in demat mode with NSDL.	1. 2. 3. 4. 5.	For OTP based login you can click on https://eservices.nsdl.com/ SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on Company name ore-Voting service provider i.e., NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name ore-Voting service provider i.e., NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Type of Members	Login Method	Login Method
Individual Members holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing - My Easi Username & Password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by Company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all the e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Members (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022-4886 7000
Individual Members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

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(B) Login method for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com / either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e., IDEAS, you can log-in at https://eservices.nsdl.com / with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

1. Your User ID details are given below:

Your User ID details are given below:
Manner of holding shares i.e., Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example, if your Benefciary ID is 12** thenyour user ID is 12**.
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company for example if folio number is 001 and EVEN is 128831 then user ID is 128831001.

1. Password details for Members other than Individual Members are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your e-mail ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your registered e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox. Open the e-mail and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your e-mail ID is not registered, please follow steps mentioned below in process for those Members whose e-mail ids are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password? ” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com .

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• b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com .

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of Company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those Members whose e-mail addresses are not registered with the depositories for procuring User Id and password and registration of e-mail addresses for e-Voting for the resolutions set out in this Notice:

1. In case shares are held in physical mode, please provide Folio No., Name of Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by e-mail to investor-grievance-india@basf.com .

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor-grievance-india@basf.com . If you are an Individual Member holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e., Login method for e-Voting.

3. Alternatively, Members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing the above-mentioned documents.

General Guidelines for Members

1. Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to upload their Board Resolution/ Power of Attorney / Authority Letter by clicking on “ Upload Board Resolution / Authority Letter ” displayed under “ e-Voting ” tab or send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. in favour of authorised signatories who are authorized to vote, to the Scrutinizer by e-mail at suhas62@yahoo.com / sg.sgfrm@gmail.com with a copy marked to evoting@nsdl.com .

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1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “ Forgot User Details/ Password? ” or “ Physical User Reset Password? ” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Members and e-Voting user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.com , or contact Ms. Pallavi Mhatre, Senior Manager, T301, 3[rd] Floor, Naman Chambers, G Block, Plot No- C-32, Bandra Kurla Complex, Bandra East, Mumbai- 400051 at the designated e-mail address: evoting@nsdl.com or on toll free no.: 022 - 4886 7000 who will also address grievances connected with voting by electronic means.

3. The remote e-Voting period commences on Saturday, August 9, 2025 (from 9.00 a.m. IST) and ends on Monday, August 11, 2025 (till 5.00 p.m. IST). Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of August 5, 2025, may cast their votes electronically. Remote e-Voting will not be allowed beyond 5.00 p.m. on Monday, August 11, 2025 and the e-Voting module will be disabled by NSDL thereafter. A Member who has cast his/her vote by using remote e-Voting shall be entitled to attend and participate in the AGM of the Company but shall not be allowed to vote on the resolutions at the AGM. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

4. The facility for e-Voting will also be made available at the AGM and Members participating in the AGM who have not cast their vote by remote e-Voting, will be able to vote at the AGM.

5. Mr. Suhas S. Ganpule, Practicing Company Secretary, having Membership No. ACS 12122 & Certificate of Practice No. 5722, Proprietor of M/s. SG & Associates, Practicing Company Secretaries, 203, 2[nd] Floor, Mahek Plaza, above Mehsana Co-op Bank Ltd, Maharashtra Nagar, Borivali (West), Mumbai - 400092, has been appointed as the Scrutinizer to scrutinize the e-Voting process in a fair and transparent manner.

6. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, count the votes cast and thereafter unblock the votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour of or against the resolutions, within 2 (two) working days after the conclusion of the AGM to the Chairman of the Company or any other person duly authorized by him, who shall countersign the same. The result of the voting will be declared within 2 (two) working days after the conclusion of the AGM.

7. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.basf.com/in and on the website of NSDL. The results will also be communicated to the stock exchanges i.e., BSE Limited and The National Stock Exchange of India Limited, where the shares of the Company are listed.

8. Subject to receipt of the requisite number of votes, the resolutions shall be deemed to have been passed on the date of the AGM i.e., August 12, 2025.

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INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF AGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the AGM is the same as the procedure mentioned above for remote e-Voting.

2. Only those Members, who will be present in the AGM through VC/OAVM and have not cast their vote on the resolutions through remote e-Voting, shall be eligible to vote through e-Voting system at the AGM.

3. Members who have voted through remote e-Voting will be eligible to attend the AGM through VC / OAVM, but they will not be eligible to vote at the AGM.

4. Members are requested to follow the instructions, if any, provided during the AGM for e-Voting. The details of the person who may be contacted for any grievances connected with the e-Voting on the day of AGM shall be the same as mentioned in para 3 of the preceding section.

INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL’s e-Voting system. Members may access the same by following the steps mentioned under Step No. 1: for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join Meeting” menu against the Company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in the Members login where the EVEN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid last minute rush. Further, Members can also use the OTP based login for logging into the e-Voting system of NSDL.

2. Members are encouraged to join the Meeting through computers / laptops and use internet with a good speed for convenience and better experience.

3. Please note that participants connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective networks. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any of the aforesaid glitches.

4. Members who would like to express their views or ask questions during the AGM may register themselves as speaker by sending their request mentioning their name, demat account number/folio number, e-mail id, mobile number via e-mail to Mr. Manohar Kamath, Director – Legal, General Counsel (India) & Company Secretary at manohar.kamath@basf.com and/ or at investor-grievance-india@basf.com latest by Thursday, July 31, 2025. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

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EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013.

The following statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice dated May 14, 2025 and shall be taken as forming part of the Notice.

Item No. 5

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Companies Act, 2013 (‘Act’) and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on May 14, 2025 have recommended to the Members of the Company for their approval, the appointment of M/s. HSPN & Associates LLP, Practicing Company Secretaries, Firm Regn. No. AAZ-8456, as the Secretarial Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of this 81[st] Annual General Meeting of the Company to be held on August 12, 2025, till the conclusion of the 86[th] Annual General Meeting of the Company to be held in the calendar year 2030.

Credentials:

M/s HSPN & Associates was constituted in 1989, and was converted to a Limited Liability Partnership, HSPN & Associates LLP (“LLP” or “Firm”), in December 2021.M/s HSPN & Associates LLP is registered with the Institute of Company Secretaries of India (Firm Regn. No. AAZ-8456). The Firm has around 20 professionals and staff. The registered office of the Firm is 206, 2[nd] Floor, Tantia Jogani Industrial Estate, J.R. Boricha Marg, Opp. Lodha Excelus, Lower Parel East, Mumbai 400011, Maharashtra, India.

M/s. HSPN & Associates LLP, Practicing Company Secretaries, Firm Regn. No. AAZ-8456 have furnished a declaration to the Company that they are eligible to be appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years i.e., to hold office from the conclusion of the 81[st] Annual General Meeting of the Company to be held on August 12, 2025 till the conclusion of 86[th] Annual General Meeting of the Company to be held in the calendar year 2030.

The terms and conditions of appointment of M/s. HSPN & Associates LLP, Practicing Company Secretaries, Firm Regn. No. AAZ-8456 as the Secretarial Auditors of the Company and the proposed fees are as follows:

• a. Term of appointment: For a term of 5 (five) consecutive years from the conclusion of ensuing AGM to be held on August 12, 2025, till the conclusion of the 86[th] AGM of the Company to be held in the calendar year 2030.

b. Proposed Fees payable to the Secretarial Auditors:

The fees payable to M/s. HSPN & Associates LLP, Practicing Company Secretaries, Firm Regn. No. AAZ-8456 in connection with the secretarial audit of the Company during FY 2025-26 would be Rs. 1,70,000 (Rupees One Lakh Seventy Thousand Only). There shall be increase in the fees payable to the Secretarial Auditors by 10% every year i.e., from FY 2026-27 till FY 2029-30.

Applicable taxes, travelling and other out-of-pocket expenses incurred by M/s. HSPN & Associates LLP, Practicing Company Secretaries, Firm Regn. No. AAZ-8456 would be in addition to the above-mentioned remuneration.

The fees for services in the nature of secretarial certifications and other permissible professional work will be in addition to the fees mentioned above and will be determined by the Board of Directors of the Company in consultation with the said Secretarial Auditors and as per the recommendations of the Audit Committee.

The proposed fees payable to the Secretarial Auditors are based on knowledge, expertise, experience, time and effort required to be put in by them.

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c. Basis for recommendation for appointment:

Taking into account the credentials of M/s. HSPN & Associates LLP, Practicing Company Secretaries, Firm Regn. No. AAZ-8456 and based on the evaluation of the quality of the audit work, the Board of Directors of the Company based on the recommendation of the Audit Committee, unanimously recommends the Ordinary Resolution as set out in Item No. 5 of this Notice for the approval of the Members of the Company.

None of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 5 of this Notice, except to the extent of their respective shareholding, if any, in the Company.

Item No. 6

M/s. R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), were appointed as the Cost Auditors of the Company to conduct the audit of the cost records of Company’s products viz., Insecticides, Dyes, Paints, Varnishes & Chemicals for the financial year 2024-2025. M/s. R. Nanabhoy & Co., Cost Accountants, have conveyed their willingness to act as the Cost Auditors of the Company for the financial year ending March 31, 2026, and have informed the Company that their appointment, if made, would be within the limits provided in Section 141(3)(g) or any other applicable provisions of the Companies Act, 2013.

The Board of Directors of the Company at their meeting held on May 14, 2025, have appointed M/s. R. Nanabhoy & Co., as the Cost Auditors of the Company for the financial year ending March 31, 2026.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors is required to be ratified by the Members. The remuneration payable to M/s. R. Nanabhoy & Co., Cost Auditors of the Company for conducting the audit of the cost records for the financial year ending March 31, 2026, as recommended by the Audit Committee and approved by the Board of Directors at its meeting held on May 14, 2025, is Rs. 18,91,000 (Rupees Eighteen Lakhs Ninety One Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses.

Accordingly, the consent of the Members of the Company is sought to ratify the remuneration payable to the Cost Auditors for the financial year ending March 31, 2026.

The Board of Directors recommend the Ordinary Resolution set out at Item No. 6 of this Notice for the approval of the Members of the Company.

None of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 6 of this Notice, except to the extent of their respective shareholding, if any, in the Company.

Item No. 7

The provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 (“ SEBI Listing Regulations ”), effective April 1, 2022, mandate prior approval of the Members by means of an Ordinary Resolution for all material Related Party Transactions (“ RPT ”), even if such transactions are in the ordinary course of business of the concerned Company and at an arm’s length basis. A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during the financial year, exceed(s) Rs. 1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

Further, SEBI, vide Circular dated April 8, 2022 has clarified that the omnibus approval of the Members for material RPTs of the Company, shall be valid up to the date of the next AGM, for a period not exceeding 15 (fifteen) months (maximum validity of 15 months).

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During the financial year 2025-2026 and in the next financial year 2026-2027 i.e., until the date of the Annual General Meeting of the Company to be held during the calendar year 2026, the transactions of the Company with the below-mentioned Related Parties, would exceed the applicable materiality thresholds, as provided under the SEBI Listing Regulations, as amended from time to time.

Type, material terms and other particulars of the proposed RPTs required pursuant to Circular no. SEBI/HO/CFD/ CMD1/CIR/P/2021/662 dated November 22, 2021 issued by SEBI are mentioned below:

Name of the Related Party	BASF SE (Germany)	BASF Petronas Chemicals Sdn Bhd (Malaysia)	BASF Hong Kong Ltd (Hong Kong)	BASF South East Asia Pte Ltd (Singapore)	BASF Company Ltd (Korea)
Nature of relationship with the Company	Parent Company	Affliate Company	Affliate Company	Affliate Company	Affliate Company
Nature of transactions	(a) Sale and/or purchase of chemicals/ materials (b) Availing or rendering of services. (c) Payment of Royalty for Technical Collaboration/ Assistance. (d) Purchase/ Sale of Assets/ Business.	(a) Sale and/or purchase of chemicals/ materials (b) Availing or rendering of services.	(a) Sale and/or purchase of chemicals/ materials (b) Availing or rendering of services.	(a) Sale and/or purchase of chemicals/ materials (b) Availing or rendering of services.	(a) Sale and/or purchase of chemicals/ materials (b) Availing or rendering of services.
Whether ordinary course of business and at arm’s length Basis	Yes	Yes	Yes	Yes	Yes
Material terms and particulars of the proposed transactions	The related party transactions are in the ordinary course of the business and at arms’ length basis. Further the same would be compliant with the Inter-Company Transfer Pricing (ICTP) Guidelines.
Tenure of the proposed transaction	For the fnancial year 2025-2026 and in the next fnancial year 2026-2027 i.e., until the date of the Annual General Meeting of the Company to be held during the calendar year 2026 (maximum validity of 15 months)
Value per annum (Rs. in crore) for which existing approval is in place	1500	1000	4500	1400	1400
Value per annum (Rs. in crore) of the transaction for which approval is sought	1500	1000	4500	1400	1500

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Name of the Related Party	BASF SE (Germany)	BASF Petronas Chemicals Sdn Bhd (Malaysia)	BASF Hong Kong Ltd (Hong Kong)	BASF South East Asia Pte Ltd (Singapore)	BASF Company Ltd (Korea)
Percentage of the Company’s annual consolidated turnover, for the immediately preceding fnancial year (“FY”) - FY 2024-25, that is represented by the value of the proposed material related party transaction	9.8%	6.5%	29.4%	9.1%	9.8%
Valuation or other external report, if any, relied upon by the listed entity in relation to the proposed material related party transaction	Not Applicable.
Details of transaction relating to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary:	Not Applicable.
Any other information that may be relevant	All important information forms part of the statement setting out material facts of the proposed RPTs.

Justification / Arms’ length principles for the material Related Party Transactions

Sale and/ or purchase of chemicals/ materials	Transactional Net Margin Method (TNMM) along with appropriate benchmarkinganalysis.
Availing or rendering of services.	For the services availed / provided, all group entities pay cost plus mark-up as per the Inter Company Transfer Pricing Policy. This is also in accordance with proposed OECD guidelines in case of low value adding intra-groupservices.
Payment of Royalty for Technical Collaboration/ Assistance.	Payment of royalty as percentage of net sales as per ICTP which is also in line with industryexperience in chemical sector.
Purchase/ Sale of Assets.	Purchase /sale of assets on written down value which is duly supported byadequate back-updocuments such as valuation report etc.

The Members may note that the proposed resolution is an enabling resolution empowering the Board of Directors / Audit Committee of the Company to evaluate and approve the material related party transactions on such terms and conditions as they may deem appropriate in the best interest of the Company.

As per the SEBI Listing Regulations, the approval of the Members is sought for all such contracts/ arrangements/ transactions to be undertaken (whether individually or taken together or as a series of transactions or otherwise), whether by way of continuation/ extension/ renewal/ modification of earlier arrangements/ transactions or as

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BASF India Limited

fresh and independent transaction(s) or otherwise) with the above-mentioned Related Parties of the Company, during the financial year 2025-2026 and in the next financial year 2026-2027 until the date of the AGM of the Company to be held during the calendar year 2026.

The above transactions are in the ordinary course of business of the Company and on an arm’s length basis and as such are exempt from the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder.

The Audit Committee and the Board of Directors of the Company have granted their approval for the RPTs proposed to be entered into by the Company with the aforementioned Related Parties during the financial year 2025-26 and has also noted that the said transactions with the Related Parties are on arms’ length basis and in the ordinary course of the Company’s business.

Accordingly, your Board of Directors recommends passing of the Ordinary Resolution as set out at Item No. 7 of this Notice for the approval of the Members of the Company.

Members may please note that in terms of the provisions of the SEBI Listing Regulations, Related Parties as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve the resolution under Item No. 7 of this Notice.

None of the other Related Parties like Directors, Key Managerial Personnel and their relatives have any conflict of interest with the RPTs for which approval of Members is sought. None of these transactions has the effect of passing any direct/indirect benefit, personally to Directors, Key Managerial Personnel in any manner. None of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 7 of this Notice, except to the extent of their respective shareholding, if any, in the Company.

By Order of the Board of Directors For BASF India Limited MANOHAR KAMATH Director – Legal, General Counsel (India) & Company Secretary

Registered Office:

Unit Nos. 10A, 10B & 10C (part), 10[th] Floor, Godrej One, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400 079, India CIN: L33112MH1943FLC003972

Dated: May 14, 2025

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