Bayer CropScience Limited , listed on BSE Limited, witnessed a significant inter-se promoter shareholding restructuring on July 8, 2026, when Bayer AG acquired 53,54,030 equity shares from Bayer CropScience AG through the block deal mechanism. The transaction was executed under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which provides an exemption for inter-se transfers among promoters. The disclosure was filed with SEBI and BSE Limited in accordance with the applicable regulatory requirements.

Transaction Details

The acquisition was carried out at a price of Rs. 4,122.30 per share on July 8, 2026. The volume-weighted average market price for a period of 60 trading days preceding the date of issuance of notice under Regulation 10(5) of the Takeover Regulations was INR 4,434 per share. The acquirer confirmed that the acquisition price per share was not higher by more than twenty-five percent of the price as calculated above.

The following table summarises the key parameters of the transaction:

Shareholding Before and After Acquisition

Prior to the transaction, Bayer AG held 37,88,433 shares (8.43%) and Bayer CropScience AG held 53,54,030 shares (11.91%) in Bayer CropScience Limited. Post-acquisition, Bayer AG's stake increased to 91,42,463 shares (20.34%), while Bayer CropScience AG's holding reduced to nil. The overall promoter and promoter group shareholding remained unchanged at 3,21,02,999 shares, representing 71.43% of the total equity share capital.

The table below presents the individual promoter shareholding before and after the acquisition:

Shareholding Pattern Overview

The total equity share capital of Bayer CropScience Limited stands at 4,49,42,092 shares. The promoter and promoter group collectively hold 3,21,02,999 shares (71.43%), while the public holds 1,28,39,093 shares (28.57%). There are no partly paid-up shares, convertible securities, warrants, locked-in shares, or pledged shares reported by the company.

Regulatory Compliance

The report under Regulation 10(7) of the SEBI Takeover Regulations was submitted to SEBI through the SEBI Intermediary Portal within 21 working days from the date of acquisition. The report under Regulation 10(5) was filed with BSE Limited at least 4 working days prior to the proposed acquisition, and the report under Regulation 10(6) was filed within 4 working days from the date of acquisition. The acquirer and seller confirmed compliance with all provisions of Chapter V of the Takeover Regulations, including Regulations 29(1) and 29(2), with disclosures made on July 1, 2026, July 10, 2026, and July 13, 2026, respectively. The disclosure was signed by authorised signatories of Bayer Aktiengesellschaft from Leverkusen, Germany, on July 23, 2026.

Bayer CropScience Limited has announced its 68th Annual General Meeting (AGM) will be held on Wednesday, August 19, 2026, at 11:30 a.m. IST via Video Conferencing. The Board of Directors recommended a final dividend of ₹60 per Equity Share of ₹10 each for FY2025-26, amounting to ₹2,697 Million, subject to shareholder approval. This follows an interim dividend of ₹90 per share paid on December 03, 2025, bringing the total dividend for the financial year to ₹150 per share.

The record date for the final dividend is Wednesday, August 05, 2026. The Register of Members will remain closed from Thursday, August 06, 2026, to Thursday, August 13, 2026. If declared, the final dividend will be paid on or after Thursday, September 03, 2026.

Financial Performance for FY2025-26

The company reported a 4% year-on-year increase in revenue from operations to ₹56,750 Million. Net profit after tax rose 21% to ₹6,892 Million, driven by improved operational efficiency. Earnings Per Share (Basic & Diluted) increased by 21% to ₹153.35. Export sales grew by 14% to ₹2,184 Million.

AGM Agenda and Related Party Transactions

Shareholders will vote on the ratification of remuneration for Cost Auditors M/s. D. C. Dave & Co. at ₹0.63 Million for FY2026-27. The Board also seeks approval for material related party transactions with Bayer AG, the ultimate holding company, for FY2027-28. The proposed aggregate limit is ₹35,000 Million, covering the purchase and sale of goods, recoveries, and support charges.

During FY2025-26, transactions with Bayer AG totaled ₹15,982 Million. Bayer AG directly holds 8.43% of the company's paid-up share capital. The AGM also includes the re-appointment of Ms. Jana Marlen Ackermann as Director.

Operational Highlights

The company launched new products including Bicota, Camalus, and Mateno More. The DEKALB® corn brand retained its No. 1 position for the fourth consecutive year. Sustainability initiatives, such as the iJal water purification project, provided access to clean water for over 100,000 individuals. The statutory auditor, M/s. Deloitte Haskins & Sells LLP, issued an unmodified audit opinion.