Bayer AG has agreed to acquire up to 53,54,030 equity shares from Bayer CropScience AG, representing 11.91% of the paid-up equity share capital of Bayer CropScience Limited . The inter-se transfer between two promoters will be executed through the block deal mechanism on or after July 8, 2026. The transaction is exempt from the requirement to make an open offer under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The acquisition price will not exceed the limits provided in the proviso to Regulation 10(1)(a) of the Takeover Regulations. The volume weighted average market price for the 60 trading days preceding the notice was INR 4,434 per share. Bayer AG confirmed that the acquisition price would not be higher by more than 25% of this computed price.

Shareholding Pattern

Following the transaction, Bayer AG's shareholding will increase from 8.43% to 20.34%. Bayer CropScience AG will cease to hold shares in the target company, reducing its stake from 11.91% to 0%. The total promoter group shareholding, including Persons Acting in Concert (PACs), remains at 71.43%.

Regulatory Disclosures

Bayer AG and Bayer CropScience AG have confirmed compliance with applicable disclosure requirements in Chapter V of the Takeover Regulations. The acquirer declared that all conditions specified under Regulation 10(1)(a)(ii) regarding the exemption have been duly complied with. The disclosures were signed by authorized signatories Markus Goblet and Dr. Sven Vorstius on July 1, 2026.

Bayer CropScience Ltd has closed its trading window for all designated persons effective July 1, 2026, to prevent insider trading ahead of its financial results. The window will remain closed until the company declares its quarterly financial results for the period ended June 30, 2026, and for two days following the announcement. This restriction is in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, and the company's internal Prohibition of Insider Trading Policy.

The closure ensures that no designated person can trade in the company's securities while they are in possession of unpublished price-sensitive information (UPSI) related to the quarterly earnings. The move is a standard compliance procedure adopted by listed companies to maintain market integrity and protect investor interests during the result declaration period.

Compliance Details

The company formally intimated the closure to the stock exchanges on June 18, 2026. The communication was addressed to the General Manager of the Department of Corporate Services at BSE Limited, referencing the company code BAYERCROP and scrip code 506285.

The notification was signed by Bharati Ratan Shetty, Company Secretary and Compliance Officer, on behalf of Bayer CropScience Ltd . The company's registered office is located at Bayer House, Central Avenue, Hiranandani Estate, Thane (West), Maharashtra.