Bayer CropScience Limited disclosed an inter-se transfer of equity shares between its promoters, Bayer AG and Bayer CropScience AG, on July 8, 2026. The transaction was executed through a block deal mechanism on NSE Limited, complying with Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The deal alters the promoter group structure, with Bayer AG increasing its holding while Bayer CropScience AG exited its shareholding in the company.

Transaction Details

Bayer AG purchased 53,54,030 equity shares from Bayer CropScience AG. The transaction was settled at a value of INR 22,070,917,869.00, excluding taxes, brokerage, and other charges. The acquisition was classified as an inter-se transfer, a route used for transactions within the promoter group. Both entities acted as promoters during the transaction, and no other instruments such as warrants or convertible securities were involved.

Shareholding Pattern

The transfer resulted in a significant shift in the shareholding percentages of the promoters. Bayer CropScience AG divested its entire stake of 11.91%, while Bayer AG consolidated its position. The total paid-up equity share capital of the company remains unaffected by this internal reallocation.

Regulatory Disclosures

The disclosures were submitted to BSE Limited and NSE Limited. Bharati Ratan Shetty, Company Secretary and Compliance Officer of Bayer CropScience Limited, confirmed the receipt of the disclosures in Form B from the promoters. The filings confirmed that the voting rights are held exclusively through the shares and that no shares are encumbered. The transaction dates were recorded as July 8, 2026, for the trade and July 9, 2026, for the intimation to the company by Bayer AG, while Bayer CropScience AG intimated the company on July 10, 2026.

Bayer CropScience Limited will conduct its 68th Annual General Meeting (AGM) via video conferencing (VC) and other audio-visual means (OAVM) on Wednesday, August 19, 2026, at 11:30 a.m. IST. The meeting will be held without the physical presence of members at a common venue, in compliance with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (SEBI). The Board of Directors has recommended a final dividend of ₹60 per equity share for the financial year ended March 31, 2026, subject to shareholder approval at the AGM.

The company has fixed Wednesday, August 5, 2026, as the record date to determine shareholder eligibility for the dividend payout and participation in the AGM. Consequently, the Register of Members and Share Transfer Books will remain closed from Thursday, August 6, 2026, to Thursday, August 13, 2026 (both days inclusive). If declared at the AGM, the dividend will be paid on or after Thursday, September 3, 2026, to members whose names appear in the Register of Members as on the record date.

Electronic Voting and Document Access

Shareholders will have the opportunity to cast their votes remotely on the business items through an electronic voting system. The company will send electronic copies of the AGM notice and Annual Report for FY 2025-26 to shareholders whose email addresses are registered with the company or depository participants. Physical copies will be sent only to members who request them. The documents will also be available on the company’s website at www.bayer.in , BSE Limited’s website, and NSDL’s website.

The company has made special arrangements with its Registrar and Share Transfer Agent, MUFG Intime India Private Limited, for email registration. Eligible members whose email addresses are not registered must provide them to MUFG Intime on or before Wednesday, August 12, 2026, by 5:00 p.m. IST.

Dividend Payment and Compliance

The dividend will be paid electronically to shareholders who have updated their bank account details. SEBI mandates that dividends for shareholders holding shares in physical form must be paid only through electronic mode if the folio is KYC compliant. Non-compliance regarding PAN, nomination, contact details, mobile number, bank details, or specimen signatures will delay payment until all information is furnished.

Under the Income Tax Act, 2025, the dividend is taxable in the hands of shareholders, and the company is required to deduct tax at source (TDS) at prescribed rates. Shareholders must submit necessary documents, such as a Tax Residency Certificate for non-residents seeking benefits under Double Tax Avoidance Agreements, to dividend.india@bayer.com by Wednesday, August 5, 2026, to ensure correct TDS deduction.

Key AGM and Dividend Details