BASF India Ltd

AGM details

• Held via video conferencing on Aug 12, 2026 at 3:00 PM.
• Remote e-voting from Aug 9 to Aug 11; voting during meeting.
• Quorum present; proxies not applicable; registers accessible electronically.

Key resolutions

• Adoption of financial statements with no qualifications.
• Dividend payout proposal for equity shares; per-share amount noted.
• Demerger of Agricultural Solutions into a separate listed entity; BASIL listing planned.
• Coatings business sale to Carlyle Group; transfer completed; proceeds received.
• Appointment of Scrutinizer for e-voting.

Voting results

• E-voting results to be announced within two working days of meeting.
• Demerger and related actions previously approved by shareholders; specifics disclosed in filings.

Dividend details

• Dividend declared for equity shares; per-share amount specified in notice.

Corporate actions & related parties

• Coatings sale involved Carlyle Group; BASF India no longer owns coatings subsidiary; proceeds disclosed.
• Demerger aligns with BASIL listing; one-to-one share exchange contemplated.

Auditors & governance

• Auditor’s report for the year ended had no qualifications; no change in auditor disclosed.

Sustainable energy & operations

• Renewable energy share across sites targeted at high levels; 75%–80% from renewables.

AGM Details

• AGM held on 12 August 2026 at 3:00 PM via VC/OAVM.
• Record date for voting: 5 August 2026.
• Total shareholders on record for voting: 67,165.

Key Resolutions and Outcomes

• Adoption of standalone and consolidated financial statements, Directors’ Report, and Auditors’ Report for FY2026; passed.
• Final dividend of ₹25 per equity share approved; paid to shareholders.
• Re-appointment of Pradip P. Shah as Director; passed.
• Re-appointment of Dr. Ramkumar Dhruva as Director; passed.
• Remuneration of Cost Auditors for FY2027 approved; ₹18.91 lakh plus taxes.
• Maximum limits for material related party transactions for FY2026-27 and FY2027-28 approved; promoters abstained; passed.

AGM Details

• Date/time/mode: 12 August 2026, 3:00 p.m., via Video Conferencing/AV Means.
• Quorum present; 56 members attended.
• Chairman: Non-Executive and Non-Independent.

Key Resolutions

• Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Final dividend of Rs 25 per equity share (250%).
• Ordinary: Re-appointment of a director retiring by rotation.
• Ordinary: Re-appointment of another director retiring by rotation.
• Special: Ratification of remuneration for Cost Auditors for 2026-27.
• Special: Approval for maximum limits of Material Related Party Transactions for 2026-27 and 2027-28.

Voting and Results

• Outcome of resolutions not disclosed in filing; to be announced separately.
• Consolidated results to be posted on company and NSDL websites within 2 working days.

Dividend

• Final dividend of Rs 25 per equity share declared.

Auditors

• Remuneration for Cost Auditors ratified for FY 2026-27.

AGM details

• AGM held on August 12, 2026 at 3:00 PM IST; mode not specified.

Key resolutions

• Demerger of Agricultural Solutions into a separate listed entity approved.
• Sale of Coatings business to an external investor approved.
• Demerger and sale to be followed by listing subject to approvals.
• Share transfer of coatings business to external owner completed.
• Shareholders approved resolutions by near-unanimous vote.

Voting results

• Demerger approval passed with near-unanimous support.
• Coatings sale approval passed with near-unanimous support.

Dividend

• No dividend information announced.

Directors

• No director changes announced at the AGM.

Auditors

• No auditors changes announced.

Material related party transactions

• Material related party transactions limited to demerger and sale actions.

Other material approvals

• Listing planned for the new entity subject to regulatory clearances.

Shareholder communication

• Dispatched letters to shareholders without registered emails with links to FY2025-26 AR and 82nd AGM notice.

Overview

• Standalone BRSR for FY2025-26; BASF India Limited manufactures and trades chemicals.
• Reporting boundary is standalone; 4 manufacturing sites, 14 offices, 3 labs, total 21 locations.
• Exports contribute 2.3% of total turnover; listed on BSE and NSE.
• Reasonable Assurance provided by TÜV SUD South Asia; report part of Annual Report 2025-26.
• CSR turnover: Rs 149,854 million; net worth Rs 39,775 million.

Key ESG Risks & Opportunities

• Import restrictions such as anti-dumping duties pose an import risk; mitigate by product shortlist and pricing monitoring.
• BIS product registrations are a risk; mitigate by advance registration and participation in specification committees.
• Climate goals present opportunities in sustainable markets; BASF targets 25% CO2 reduction by 2030 and net zero by 2050.
• 74% of inputs are sourced sustainably, improving supply chain ESG alignment.

Governance & Policy Highlights

• Board oversees ESG via Corporate Social Responsibility Committee; policies cover NGRBC principles and core elements.
• Policies include Code of Conduct, Supplier Code, anti-corruption policy with zero tolerance; extended to value chain.
• ISO certifications adopted: ISO 9001, ISO 45001, ISO 14001; Responsible Care framework applied.
• Assurance by TÜV SÜD; internal Board/Committees review policies; external audits (BSI) for select areas.

Social Responsibility & Workforce

• Total workforce: 2,989; permanent 1,250 and others 1,739; female employees 226 (7.6%).
• Board composition: 2 female directors among 9 (22%).
• Training coverage: 100% for Board and KMPs; 76.9% of other employees trained.
• Well-being spend: 0.04% of revenue; comprehensive health coverage and Employee Assistance Program.
• LTIFR: Employees 0.97; Workers 0; total injuries 1; no fatalities.

Environmental Performance

• Total energy use: 467,812 (MJ); renewables 112,792; non-renewables 355,019; intensity 0.0311 MJ/INR.
• Scope 1 emissions: 15,400 tCO2e; Scope 2: 21,375 tCO2e; intensity 0.0024 kg CO2e/INR.
• Water: withdrawal 6,59,395 kL; consumption 3,42,036 kL; discharge 3,17,359 kL; Panoli ZLD site.
• Waste: total 5,374.6 MT; 4,397 MT recycled; incineration and landfilling component detailed; 33,737.3 MWh green credits.
• Panoli operates as a Zero Liquid Discharge site; Mangalore/Navi Mumbai/Dahej discharge treated water.

Stakeholder Engagement & Complaints

• Key stakeholder groups: Communities, Customers, Shareholders, Suppliers, Employees with regular engagement channels.
• Engagement frequency ranges from real-time to monthly; Community Advisory Panels at Dahej and other sites.
• POSH complaints: 3 in 2024-25; Nil in 2025-26; mechanisms exist for grievance redressal.
• No material data privacy or cyber incidents reported; consumer feedback via Net Promoter System (NPS).

Other Notable Metrics

• 74% of inputs sourced sustainably; 65% of inputs from India; 23% from MSMEs.
• Extended Producer Responsibility obligations met; Plastic Waste Rules compliance; Trust Base due diligence for suppliers.
• Green credits generated: 33,737.3 MWh; data privacy policy hosted on basf.in.
• Lifecycle assessments conducted at BASF group level; Eco Efficiency analyses to inform decisions.

AGM Details

• Date, time, and mode: 12 August 2026, 3:00 PM, via VC/OAVM.
• Record/book closure: 31 July to 5 August 2026 for dividend eligibility.
• Cut-off for e-voting: 5 August 2026.
• AGM conducted through VC/OAVM with no physical attendance.

Ordinary Resolutions

• Adopt standalone financial statements for year ended March 31, 2026.
• Adopt consolidated financial statements for year ended March 31, 2026.
• Declare dividend of Rs 25 per equity share for FY 2025-26.
• Re-appoint Pradip P. Shah as Director.
• Re-appoint Dr. Ramkumar Dhruva as Director.

Special Business

• Remuneration of Cost Auditors for FY 2026-27: Rs 18,91,000 plus taxes.
• Approval of material related party transaction limits for FY 2026-27 and 2027-28.
• Audit Committee approval; transactions to be at arm's length and in ordinary course.

Related Party Transactions

• Related parties: BASF Hong Kong Ltd and BASF South East Asia Pte Ltd; BASF subsidiaries.
• Proposed limits: BHKL Rs 4,500 crore; BSEA Rs 2,600 crore.
• Last FY: BHKL purchases Rs 3,553 crore; services Rs 134 crore.
• Last FY: BSEA purchases Rs 1,442 crore; services Rs 9 crore.
• Current Apr–May 2026: BHKL Rs 539.7 crore; BSEA Rs 216.9 crore.
• Omnibus approval sought for RPTs in FY 2026-27 and 2027-28.
• Audit Committee approved RPTs; promoter benefit not to be gained at public expense.

AGM Details

• AGM scheduled for Aug 12, 2026 at 3:00 PM via video conferencing/OVAM.
• Record date: Aug 5, 2026; dividend eligibility closes Jul 31–Aug 5, 2026.

Key Resolutions

• Adopt standalone financial statements for year ended Mar 31, 2026; status: to be decided.
• Adopt consolidated financial statements for year ended Mar 31, 2026; status: to be decided.
• Declare dividend of Rs 25 per equity share; status: to be decided.
• Reappoint Pradip P. Shah as Director; status: to be decided.
• Reappoint Dr. Ramkumar Dhruva as Director; status: to be decided.
• Remuneration to Cost Auditors for FY2026-27: Rs 18.91 lakh; status: to be decided.
• Approve material RPT limits with BASF Hong Kong Ltd & BASF South East Asia Pvt Ltd; status: to be decided.

Dividend

• Dividend proposed by Board: Rs 25 per equity share (250%); subject to shareholder approval.

Director Changes

• Marcelo R. Lu resigned as Non-Executive Non-Independent Director effective Nov 30, 2025.
• Andrew Postlethwaite appointed as Non-Executive Non-Independent Director effective Dec 1, 2025.
• Pradip P. Shah and Ramkumar Dhruva seek/seeked re-appointment at the AGM.

Auditor Appointments

• Statutory Auditors: Deloitte Haskins & Sells LLP; 5-year term through 2029.
• Cost Auditors: M/s R. Nanabhoy & Co.; remuneration proposed Rs 18.91 lakh for 2026-27.
• Secretarial Auditors: M/s HSPN & Associates LLP; tenure up to 2030.
• Internal Auditors: Mahajan & Aibara; ongoing.

Material Related Party Transactions

• Proposed RPTs with BASF Hong Kong Ltd (Rs 4,500 crore) and BASF South East Asia Pte Ltd (Rs 2,600 crore).
• Transactions cover sale/purchase of chemicals and services; priced under ICTP TNMM.
• Omnibus/future approvals to be sought as per SEBI rules; arm’s length basis.

Other Material Approvals

• Demerger: Agricultural Solutions business to BASF Agricultural Solutions India Ltd; NCLT/OB letters obtained; completion expected 2026-27.
• Divestiture: BASF India Coatings Private Limited to Carlyle entities for Rs 2,301.6 million; closing planned Q2 2026.
• Renewable energy: 26% stake in Clean Max Amalfi Private Limited; PPA arrangements and SPV links.
• Additional: related approvals for Green power projects and captive generation arrangements.