Bayer CropScience Ltd

Bayer CropScience Limited: Trading Window closed for all Designated Persons from October 01, 2026 till the declaration of quarterly financial results for the quarter ended September 30, 2026, and two days thereafter.

Purpose

• Special Resolution: appoint Ravi Kirpalani as Non-Executive Independent Director.

Resolution details

• Special: Appoint Ravi Kirpalani as Non-Executive Independent Director for five-year term (Sept 2026–Aug 2031).
• Not liable to retire by rotation; remuneration terms to be as per policy.

Outcome

• Outcome: Pending; results to be announced within two working days after 13 Oct 2026.

Material impact

• Governance impact: strengthens independence on the Board.

Director profile & terms

• Role: Non-Executive Independent Director; Term: five years; Experience: 40+ years in leadership.

Key terms

• Remuneration: Annual commission and sitting fees; Board to approve under policy.

Dates & voting

• Cut-off date: Sept 7, 2026; e-Voting window: Sept 14–Oct 13, 2026 via NSDL.

AGM Details

• AGM date and mode: August 19, 2026, conducted via Video Conferencing/OAVM.
• Record date for entitlement: August 12, 2026.
• Shareholders on record: 61,683.
• Attendees: Promoter group 5, Public 62 via VC/OAVM.
• Remote e-Voting window: Aug 16–18, 2026; e-Voting during AGM.

Key Resolutions and Outcomes

• Item 1: Adoption of Audited Financial Statements; passed with 99.9909% in favour.
• Item 2: Interim ₹90 and Final ₹60 dividend; passed with 99.9912%.
• Item 3: Re-appointment of Jana Ackermann; passed with 99.1737%.
• Item 4: Approval of material RPT with Bayer AG; passed with 99.9211%.
• Item 5: Ratification of remuneration to D. C. Dave & Co.; passed with 99.9890%.

Dividend

• Dividend declared: Interim ₹90 and Final ₹60 per equity share.

Director Changes

• Director changes: Jana Ackermann re-appointed after retirement by rotation.

Auditor Appointments and Fees

• Cost Auditor remuneration ratified for year ending 31 March 2027.

Material Related Party Transactions

• Counterparty: Bayer AG; nature: material related party transactions; value not disclosed.

AGM Details and Resolutions

• AGM held on 19 August 2026 via VC/OAVM from 11:30 to 13:00 IST.
• Adoption of Audited Financial Statements for year ended 31 March 2026 approved.
• Dividend: Interim ₹90 and Final ₹60 per share approved.
• Director re-appointment: Jana Marlen Ackermann re-appointed (retiring by rotation).
• Special: Material Related Party Transactions with Bayer AG approved.
• Special: Remuneration payable to Cost Auditors for FY 2027 ratified.
• All resolutions passed by requisite majority.

Financial highlights

• Revenue from operations for Q1 FY2026-27: ₹18,350 million, down 4% YoY.
• Profit before tax rose 20% YoY to ₹4,021 million.
• Profit after tax up 15% YoY.

Divestment income

• ₹639 million income from divestment of marketing rights for formulated products.

Management commentary and outlook

• Weather variability and El Niño considerations shape the operating environment.
• Corn seeds momentum sustained despite acreage decline due to strong hybrids and customer engagement.
• Company remains focused on proactive channel management, portfolio-led innovation, and value creation for farmers.

Operational notes

• Unaudited Q1 FY2026-27 results.
• Gross margins improved due to favorable pricing and stronger product mix.
• Higher other operating expenses year-on-year.

Chairman term completion and cessation

• Pankaj Ramanbhai Patel's second term as Chairman and Independent Director ends Sept 11, 2026.
• He will cease as Chairman and from Audit, CSR/ESG, and SRL Committees on Sept 11, 2026.
• Board expresses appreciation for Patel's leadership and tenure.

Appointment of Ravi Kirpalani as Independent Director and future Chairman

• Ravi Moti Kirpalani appointed Additional Independent Director for five years, Sept 1, 2026 to Aug 31, 2031.
• Appointment is subject to approval of shareholders.
• He will also be Chairman of the Board from Sept 12, 2026.
• Profile: former MD/CEO with 40+ years' leadership, strategy, governance experience.
• Past roles include MD/CEO Thyssenkrupp India (2016–2021) and MD Castrol India (2009–2016).
• Not related to any director; not debarred by SEBI or statutory authorities.