Bayer CropScience Limited. — Interim / Quarterly Report 2022

Nov 1, 2021

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November 01, 2021

The General Manager Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

COMPANY CODE : 506285 SCRIP CODE : BAYERCROP

Dear Sir / Madam,

Sub.: Unaudited Financial Results of the Company for the quarter and half year ended September 30, 2021 and Limited Review Report thereon.

Pursuant to Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleased to furnish the Unaudited Financial Results of the Company for the quarter and half year ended September 30, 2021 and the Limited Review Report thereon from the Statutory Auditors, Deloitte Haskins & Sells LLP (ICAI Firm Registration No. 117366W/W-100018).

Bayer CropScience Ltd. CIN: L24210MH1958PLC011173

Registered and Corporate Office: Bayer House Central Avenue Hiranandani Estate Thane (West) – 400 607 Maharashtra, India

Tel : +91 22 2531 1234 Fax : +91 22 2545 5063 www.bayer.in www.cropscience.bayer.com

Kindly acknowledge receipt.

Thanking You.

Yours faithfully, for Bayer CropScience Limited

Digitally signed by NIKUNJKUMAR JAYSUKHLAL SAVALIYA NIKUNJKUMAR DN: c=IN, st=Gujarat, 2.5.4.20=f4b6303c6a9fe05eb04e62759179373cbcf4b728c73ed8032294e0 9b9e3e0c98, postalCode=390024, street=102 TITHI FLATS, BHADRAN JAYSUKHLAL NAGAR, NEW SAMA ROAD, CHHANI RD, VADODARA, serialNumber=d3cad62ac6fcdd76e7d78a49dee85262351ff6c69d1c3b84d 7669f10a495714a, o=Personal, cn=NIKUNJKUMAR JAYSUKHLAL SAVALIYA SAVALIYA, pseudonym=edc1463c7f2e505c0cb80b5170d37433 Date: 2021.11.01 19:32:33 +05'30'

Nikunjkumar Savaliya

Company Secretary and Compliance Officer

Encl.: As above

BAYER CROPSCIENCE LIMITED

(Registered Office: Bayer House, Central Avenue, Hiranandani Estate, Thane - 400 607, CIN L24210MH1958PLC011173)

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PART I ₹ in Millions
STATEMENT OF FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2021
Quarter Ended Six Months Ended Year Ended
PARTICULARS 30.09.2021 30.06.2021 30.09.2020 30.09.2021 30.09.2020 31.03.2021
UNAUDITED UNAUDITED UNAUDITED UNAUDITED UNAUDITED AUDITED
Revenue from Operations 13,651 14,159 13,816 27,810 26,094 42,613
Other Income 143 148 147 291 296 638
Total Income 13,794 14,307 13,963 28,101 26,390 43,251
Expenses
Cost of Materials Consumed 7,022 7,599 8,081 14,621 14,075 24,840
Purchases of Stock-in-Trade 411 871 211 1,282 597 1,398
Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 926 (608) 182 318 268 (1,779)
Employee Benefits Expense 1,001 1,070 769 2,071 1,707 3,622
Finance Costs 23 25 25 48 52 126
Depreciation and Amortisation Expense 143 146 139 289 376 735
Other Expenses 2,073 2,004 1,596 4,077 3,217 6,415
Total Expenses 11,599 11,107 11,003 22,706 20,292 35,357
Profit Before Exceptional Items and Tax 2,195 3,200 2,960 5,395 6,098 7,894
Add/ (Less): Exceptional Items (Note 2)
- Employee separation expenses - - - - (12) 51
- - - - (12) 51
Profit Before Tax 2,195 3,200 2,960 5,395 6,086 7,945
Tax Expense (Note 3)
- Current Tax 624 640 650 1,264 1,206 2,939
- Deferred Tax 30 23 64 53 117 75
Total Tax Expense 654 663 714 1,317 1,323 3,014
Profit for the period/ year 1,541 2,537 2,246 4,078 4,763 4,931
Other Comprehensive Income
Items that will not be reclassified to profit or loss:
- Remeasurement of Defined Benefit Obligation 3 4 - 7 - 32
- Tax on remeasurement of Defined Benefit Obligation (1) (1) - (2) - (16)
Total Other Comprehensive Income 2 3 - 5 - 16
Total Comprehensive Income for the period/ year 1,543 2,540 2,246 4,083 4,763 4,947
Paid up Equity Share Capital (Face Value ₹ 10/-) 449 449 449 449 449 449
Reserves (excluding Revaluation Reserve as per Balance Sheet) 25,054
Earnings per share (basic and diluted) (not annualised) in ₹ 34.29 56.45 49.97 90.74 105.98 109.72
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NOTES:

1. The Company has only one reportable business segment, i.e. "Agri Care". The Company’s business is seasonal in nature and hence quarterly figures are not necessarily representative of the full year's performance.

2. Exceptional items consist of expense in relation to separation of employees arising from restructuring measures due to amalgamation of Monsanto India Limited with Bayer CropScience Limited and Bayer 2022 global efficiency program.

3. In respect of certain past years, with a view to give certainty and effectively close long pending disputes and litigations under the Income Tax Act, 1961, the Company had filed an application under The Direct Tax Vivad Se Vishwas Act, 2020 (VSV Act) and related rules. Consequent to tax authority's order under VSV Act in December 2020, an additional tax expense of ₹ 1,272 Million (net) was recognized in year ended March 2021. The effect of this tax expense on the Profit After Tax for the said period is disclosed below:

Profit after Tax Add: Current tax related to prior period arising under VSV Act Profit after Tax, before Tax Expense related to VSV Act PARTICULARS	₹ in Millions Year Ended 31.03.2021 4,931 1,272 6,203

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BAYER CROPSCIENCE LIMITED

(Registered Office: Bayer House, Central Avenue, Hiranandani Estate, Thane - 400 607, CIN L24210MH1958PLC011173) NOTES (Contd):

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4. Balance Sheet ₹ in Millions
AS AT AS AT
30.09.2021 31.03.2021
UNAUDITED AUDITED
ASSETS
Non-Current Assets
Property, Plant and Equipment 3,892 3,932
Capital work-in-progress 83 76
Investment Properties 297 300
Intangible Assets 20 15
Intangible Assets under development 807 687
Financial Assets
- Other Financial Assets 142 151
Income Tax Asset (Net) 1,711 1,359
Deferred Tax Assets (Net) 124 179
Other Assets 273 255
Total Non-Current Assets 7,349 6,954
Current Assets
Inventories 12,122 13,251
Financial Assets
- Investments 377 522
- Trade Receivables 13,551 7,549
- Cash and Cash Equivalents 8,791 12,045
- Bank Balances other than Cash and Cash Equivalents 53 50
- Other Financial Assets 812 77
Other Assets 2,936 1,945
Total Current Assets 38,642 35,439
TOTAL ASSETS 45,991 42,393
EQUITY AND LIABILITIES
Equity
Equity Share Capital 449 449
Other Equity 28,013 25,054
Total Equity 28,462 25,503
Liabilities
Non-Current Liabilities
Financial Liabilities
- Lease Liabilities 183 141
Provisions 949 1,043
Total Non-Current Liabilities 1,132 1,184
Current Liabilities
Financial Liabilities
- Lease Liabilities 132 122
- Trade Payables
Total outstanding dues of micro enterprises and small enterprises 112 192
Total outstanding dues of creditors other than micro enterprises and small 6,324 8,111
enterprises
- Other Financial Liabilities 576 610
Other Liabilities 7,841 5,494
Provisions 716 637
Current Tax Liabilities (Net) 696 540
Total Current Liabilities 16,397 15,706
Total Liabilities 17,529 16,890
TOTAL EQUITY AND LIABILITIES 45,991 42,393
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BAYER CROPSCIENCE LIMITED

(Registered Office: Bayer House, Central Avenue, Hiranandani Estate, Thane - 400 607, CIN L24210MH1958PLC011173)

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NOTES (Contd):

5. Statement of Unaudited Cash Flow for Six Months Ended September 30, 2021

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₹ in Millions
01.04.2021 to 01.04.2020 to
PARTICULARS 30.09.2021 30.09.2020
UNAUDITED UNAUDITED
A. Cash Flow from Operating Activities:
Profit Before Tax 5,395 6,086
Adjustments for:
Exceptional items - 12
Depreciation and Amortization Expense 289 376
Finance Cost 48 52
Interest income (124) (163)
Rent income on Investment properties (41) (47)
Penal Interest on Overdue Trade Receivables (6) -
(Profit)/ Loss on tangible assets Sold/ Discarded (Net) 3 (4)
Profit on Sale of Investments (79) (54)
Bad debts 4 11
Provision for Expected Credit Loss on Trade Receivables (Net) 61 24
Inventory write off/ write down 189 146
Unrealised (gain)/ loss on investments measured at Fair Value through Profit or Loss (Net) 27 -
Unrealised foreign exchange (gain)/ loss (Net) 3 (3)
374 350
Operating profit before Working Capital changes 5,769 6,436
Adjustments for changes in Working Capital
(Increase)/ Decrease in Trade Receivables (6,063) (5,073)
(Increase)/ Decrease in Financial Assets (708) (613)
(Increase)/ Decrease in Other Assets (1,008) (565)
(Increase)/ Decrease in Inventories 940 201
Increase/ (Decrease) in Trade Payables (1,868) 1,896
Increase/ (Decrease) in Financial Liabilities (75) (40)
Increase/ (Decrease) in Provisions and Other Liabilities 2,308 2,278
Net change in working capital (6,474) (1,916)
Cash generated from/ (used in) Operations (705) 4,520
Taxes paid (1,460) (516)
Net cash from/ (used in) operating activities (A) (2,165) 4,004
B. Cash Flow from Investing Activities:
Purchase of Property, Plant and Equipment (238) (228)
Proceeds from sale of Tangible/ Intangible Assets 25 13
(Purchase of)/ Proceeds from sale of Investments 197 (50)
Interest received 126 176
Rent received on Investment Properties 21 48
Net cash generated from/ (used in) Investing Activities (B) 131 (41)
C. Cash flows from Financing Activities
Repayment of Short Term Borrowings - (15)
Repayment of Lease Liabilities (89) (190)
Interest paid (7) (2)
Dividend paid (1,124) (5,162)
Net cash used in Financing Activities (C) (1,220) (5,369)
D. Net decrease in Cash and Cash Equivalents (3,254) (1,406)
(A+B+C)
E. Cash and Cash Equivalents at the beginning of the year 12,045 10,669
F. Cash and Cash Equivalents at the end of the year (D+E) 8,791 9,263
PARTICULARS As at As at
30.09.2021 30.09.2020
Cash and cash equivalents comprise:
Balances with Banks 6,883 7,046
Short-term Highly Liquid Investments 1,908 2,217
8,791 9,263
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The above Statement of Cash Flow has been prepared under the "Indirect Method" set out in Ind AS 7 - Statement of Cash Flows.

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BAYER CROPSCIENCE LIMITED

(Registered Office: Bayer House, Central Avenue, Hiranandani Estate, Thane - 400 607, CIN L24210MH1958PLC011173)

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NOTES (Contd):

6. The MCA wide notification dated March 24, 2021 has amended Schedule III to the Companies Act, 2013 in respect of certain disclosures. Amendments are applicable from April 1, 2021. The Company has incorporated the changes as per the said amendment in the above results and has also changed comparative numbers wherever it is applicable.

7. Board of Directors of the Company at its meeting held on October 13, 2021 has approved sale of a part of its Seeds distribution business relating to Cotton, Millet, Mustard and Sorghum crops ("Crops") along with its investment property at Patancheru, Telangana to Crystal Crop Protection Limited on a slump sale basis for a total consideration of ₹ 620 Million. This transaction is subject to fulfillment of contractual conditions before the Closing date, pending which, the Company will continue to act as a seed distributor for the said Crops.

8. The Management has considered the possible effects, if any, that may result from COVID-19 pandemic on the carrying amounts of current assets after considering internal and external sources of information as at the date of approval of these financial results. Given the uncertainties associated with pandemic's nature and duration, the actuals may differ from the estimates considered in these financial statements.

9. The Board of Directors at its meeting held on November 1, 2021 declared a special dividend of ₹ 125 per equity share for the financial year ending March 31, 2022 amounting to ₹ 5,618 Million for 44,942,092 Equity Shares of ₹ 10/- each. The record date for the purpose of determining the entitlement for payment of special dividend is fixed as November 13, 2021.

10. The above results have been reviewed and recommended by the Audit Committee and approved by the Board of Directors of the Company at its meeting held on November 1, 2021. The above results have been subjected to limited review by the Statutory Auditors of the Company.

Place: Mumbai Date: November 1, 2021

By Order of the Board SIMON Digitally signed by SIMON JOHANNES BRITSCH DN: c=DE, st=Others, 2.5.4.20=ce8e2db81d17f9786dc12d414b1e3c4d0b847a JOHANNES e5b9f07603ec82cf2e3e7bce27, postalCode=999999, street=40479 DUSSELDORF CAMPHAUSEN GRADE 8, BRITSCH pseudonym=9c05ae373083020fd25a2ff77b4ff69c, o=Personal, cn=SIMON JOHANNES BRITSCH Date: 2021.11.01 19:06:39 +05'30' Simon Johannes Britsch Executive Director & Chief Financial Officer DIN: 09194547

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INDEPENDENT AUDITOR’S REVIEW REPORT ON REVIEW OF INTERIM FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF BAYER CROPSCIENCE LIMITED

1. We have reviewed the accompanying Statement of Unaudited Financial Results of BAYER CROPSCIENCE LIMITED (“the Company”), for the quarter and six months ended September 30, 2021 included in the accompanying Statement of Unaudited Financial Results (“the Statement”), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

2. This Statement, which is the responsibility of the Company’s Management and approved by the Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Regd. Office: One International Centre, Tower 3, 27[th] -32[nd] Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai – 400 013, Maharashtra, India (LLP Identification No.AAB-8737)

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1. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018) Sampada Digitally signed by Sampada Narvankar Narvankar Date: 2021.11.01 19:24:01 +05'30' Sampada S Narvankar (Partner)

Place: MUMBAI Date: November 1, 2021