BASF India : Notice of 79th Annual General Meeting

BASF India Limited, Mumbai - 400 051, India

July 07, 2023

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 79th Annual General Meeting of the Company

We enclose herewith the Notice of the 79th Annual General Meeting of the Company to be held on Friday, 4th August 2023 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

Manohar	Digitally signed by
Manohar Shrikant Kamath

Shrikant Kamath Date: 2023.07.07 16:13:18 +05'30'

Manohar Kamath

Director - Legal, General Counsel (India)

• Company Secretary Encl: a.a.

Pankaj	Digitally signed by
Pankaj Rajkumar
Rajkumar	Date: 2023.07.07
Bahl	Bahl
16:12:43 +05'30'

Pankaj Bahl

Manager- Company Secretarial

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

The Capital, 'A' Wing, 1204-C, 12th Floor,

Plot No. C-70, 'G' Block,

Bandra-Kurla Complex, Bandra (East),

Mumbai - 400 051, India

Tel [phone]

CIN - L33112MH1943FLC003972

www.basf.com/in

BASF India Limited

NOTICE

NOTICE is hereby given that the SEVENTY-NINTH (79th) ANNUAL GENERAL MEETING (AGM) of BASF INDIA LIMITED will be held on Friday, 4th August, 2023 at 3.00 p.m., through Video Conferencing / Other Audio-Visual means ("VC"/"OAVM"), to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2023, including the Audited Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and the Auditors thereon.
2. To declare a final Dividend of Rs. 8/- (Rupees Eight) per equity share i.e., 80% for the financial year ended 31st March, 2023.
3. To appoint a Director in place of Dr. Carola Richter (DIN: 09197435), who retires by rotation at this Annual General Meeting and being eligible offers herself for re-appointment.

SPECIAL BUSINESS

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as anOrdinary 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 to conduct the audit of the cost accounting records of the Company for the financial year ending 31st March, 2024, amounting to Rs. 16.45 lakhs (Rupees Sixteen Lakh Forty Five 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 and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
2. To consider and if thought fit, to pass with or without modification(s), the following resolution as anOrdinary 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 & such other Rules as may be applicable to the Company 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 series of transactions or otherwise), for the financial year 2023-24 and for the next financial year 2024-2025 i.e., until the date of the Annual General Meeting of the Company to be held during the calendar year 2024 (maximum validity of 15 (fifteen) months), with the below mentioned Related Parties of the Company, 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

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BASF India Limited

may be mutually agreed between the Company and the said Related Parties are on arm's length basis and in the ordinary course of business:

Sr.	Name and place of	Relationship	Nature of transactions	Value per	Value per
No.	the Related Party				annum	annum
					(Rs. in crore)	(Rs. in crore)
					for which	for which
					existing	approval is
					approval is	being sought
					in place
1	BASF SE (Germany)	Parent	(a)	Sale and/ or	1500	1600
		Company		purchase of
				chemicals/materials.
			(b)	Availing or rendering
				of services.
			(c)	Payment of Royalty
				for Technical
				Collaboration/
				Assistance.
			(d)	Purchase/ Sale of
				Assets/ Business.
			(e)	Payment of Dividend.
2	BASF Petronas	Affiliate	(a)	Sale and / or	2000	2050
	Chemicals Sdn Bhd,	Company		purchase of
	(Malaysia)			chemicals /
				materials.
			(b)	Availing or rendering
				of services.
3	BASF Hong Kong	Affiliate	(a)	Sale and/	5000	5050
	Limited (Hong Kong)	Company		or purchase of
				chemicals/materials.
			(b)	Availing or rendering
				of services.
4	BASF South East	Affiliate	(a)	Sale and / or	2500	1550
	Asia Pte. Ltd	Company		purchase of
	(Singapore)			chemicals / materials.
			(b)	Availing or rendering
				of services.
5	BASF Company Ltd,	Affiliate	(a)	Sale and / or	2000	2050
	(Korea)	Company		purchase of
				chemicals / materials.
			(b)	Availing or rendering
				of services.

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BASF India Limited

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 Representatives 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."

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, Mrs. Shyamala Gopinath (DIN: 02362921), being eligible and in respect of whom the Company has received a notice in writing from a Member proposing her candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a further period of 5 (five) years from 23rd January, 2024 to 22nd January, 2029, notwithstanding that Mrs. Shyamala Gopinath will attain the age of 75 (seventy-five) years during her second term as Independent Director, on the terms and conditions of re-appointment including remuneration as set out in Explanatory Statement annexed to the Notice;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

7. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT in partial modification of the earlier resolution passed by the Members of the Company by way of Postal Ballot on 30th December, 2022 and pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule V and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as may be applicable (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 Nomination & Remuneration Committee and the approval of the Board of Directors of the Company and subject to such other approvals, as may be applicable and to the extent required in this regard, the consent of the Members of the Company be and is hereby accorded to increase the limit of maximum remuneration with respect to Basic Salary i.e., from the existing approved limits of an amount not exceeding Rs. 4 crore per annum to an amount not exceeding Rs. 5.50 crore per annum, payable to Mr. Alexander Gerding (DIN: 09797186), Managing Director of the Company during the tenure of his appointment i.e., 1st January, 2023 to 31st December, 2027;

RESOLVED FURTHER THAT based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company be and are hereby authorised to decide and approve the amount of Basic Salary payable to Mr. Alexander Gerding (DIN 09797186) per annum within the above limits of maximum remuneration with respect to Basic Salary, provided, however, that the remuneration payable to Mr. Alexander Gerding (DIN: 09797186) shall be within the overall limits as approved by the Members of the Company and in accordance with the provisions specified in Sections 196, 197, 198 and Schedule V of the Companies Act, 2013 and/or any amendments thereto as may be made from time to time;

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BASF India Limited

RESOLVED FURTHER THAT where, in any financial year during the period beginning from 1st January, 2023 till 31st December, 2025, the Company has no profits or its profits are inadequate, the Company shall pay remuneration, benefits and amenities to Mr. Alexander Gerding (DIN 09797186), within the limits of maximum remuneration as approved by the Members of the Company from time to time, based on the approval of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to obtaining necessary approvals, as may be required in accordance with the provisions of Sections 196, 197, 198 and Schedule V of the Companies Act, 2013 and/or any amendments thereto as may be made from time to time;

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable, expedient, usual and proper 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:

The Capital, 'A' Wing, 1204-C,

12th Floor, Plot No. C-70,

'G'-Block, Bandra Kurla Complex,

Bandra (East), Mumbai-400051.

CIN: L33112MH1943FLC003972

Dated: 10th May, 2023

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