Bayer CropScience Ltd company name has appointed Ravi Kirpalani as Additional Independent Director and Chairman of the Board, effective September 12, 2026. The appointment succeeds Pankaj Patel, who completes his second consecutive term as Chairman and Non-Executive Independent Director at the close of business hours on September 11, 2026. This leadership transition ensures continuity in governance as Patel steps down from his roles in the Audit Committee, Corporate Social Responsibility & Environmental, Social and Governance Committee, and the Stakeholders' Relationship Committee.

The Board of Directors approved the changes during a meeting held on August 05, 2026, in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kirpalani’s appointment as an Additional Independent Director is effective from September 01, 2026, for a term of five consecutive years ending August 31, 2031. This directorship is subject to shareholder approval. His assumption of the Chairman role is scheduled for the day immediately following Patel’s tenure expiry.

Kirpalani brings over four decades of experience in sales, marketing, strategy, and corporate leadership across multinational organizations. His professional background includes serving as Managing Director and CEO of Thyssenkrupp India Pvt. Ltd. from March 2016 to March 2021, where he oversaw a portfolio employing more than 6,000 people. Prior to that, he was Managing Director of Castrol India Ltd. from May 2009 to February 2016, part of a 16-year tenure with BP/Castrol that included a role as Global Strategy Director for the lubricants business.

Board Appointments and Tenure

Kirpalani’s broader board experience includes serving as Independent Director and Chairman of Foseco India Ltd. since 2018. He joined the Board of Greaves Cotton Limited in May 2021, specifically following its acquisition of Excel Controlinkage Pvt. Ltd., and added Versuni India Home Solutions Ltd. (formerly Philips Domestic Appliances India Ltd.) to his portfolio in October 2025. He also serves on the boards of the Indo-German Chamber of Commerce and the Bombay Chamber of Commerce and Industry.

Governance Compliance

The Nomination and Remuneration Committee recommended Kirpalani’s appointment. The filing confirms that Kirpalani is not related to any existing directors under Section 2(77) of the Companies Act, 2013, nor is he debarred from holding office by any SEBI order or statutory authority. The disclosure aligns with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, and relevant BSE and NSE circulars regarding director appointments.

What the Numbers Show

The staggered effective dates highlight a precise governance handover. Kirpalani joins the board as an independent director on September 1, 2026, providing a ten-day transition period before assuming the Chairman role on September 12, 2026. This structure allows for immediate integration into board dynamics before taking on the chairmanship responsibilities, ensuring no gap in leadership oversight between Patel’s departure and Kirpalani’s accession.

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.