Company Disclosure

AGM Details

The 68th Annual General Meeting will be held on Wednesday, August 19, 2026, at 11:30 a.m. IST through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The venue is deemed to be the Registered Office at Bayer House, Central Avenue, Hiranandani Estate, Thane (West) - 400607, Maharashtra.

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements together with Reports of the Board of Directors and Auditors for the financial year ended March 31, 2026.

2. Dividend Declaration: To confirm payment of Interim Dividend of ₹90 per Equity Share of ₹10 each and to declare Final Dividend of ₹60 per Equity Share of ₹10 each for FY ended March 31, 2026.

  • Final Dividend of ₹60 per share, if declared, will be paid on or after Thursday, September 03, 2026
  • Record date: Wednesday, August 05, 2026
  • Register of Members and Share Transfer Books will remain closed from Thursday, August 06, 2026 to Thursday, August 13, 2026 (both days inclusive)

3. Director Reappointment: To appoint Ms. Jana Marlen Ackermann (DIN: 10849470) who retires by rotation and is eligible for re-appointment.

  • Profile: Non-Executive Non-Independent Director, Age 42, MBA qualification
  • Currently serves as CropScience Finance Head for Asia
  • Appointed to Board on March 01, 2025, regularized by shareholders on April 02, 2025
  • Attended 4 out of 4 Board meetings during FY 2025-26
  • No shareholding in the company

Special Business

4. Material Related Party Transactions with Bayer AG: Approval sought for Ordinary Resolution to enter into/continue contracts with Bayer AG (ultimate Holding Company) for aggregate value up to ₹35,000 Million (₹35,000 Crore) during FY 2027-28.

  • Transactions include: Sale of Goods (₹2,000M), Recoveries from Group Companies (₹1,000M), Purchase of Goods (₹26,000M), Professional/Support Charges (₹2,000M), Reimbursement of Expenses (₹2,000M), Rendering business support services (₹2,000M)
  • Transactions are in ordinary course of business and at arm's length
  • Bayer AG holds 8.43% of paid-up share capital and is the Promoter
  • Previous approval was for ₹30,000 Million for FY 2022-23 to 2026-27
  • FY 2025-26 actual transactions with Bayer AG: ₹15,982 Million (Purchase of Goods: ₹13,406M, Professional/Support Charges: ₹830M, Sale of Goods: ₹1,018M, Recoveries: ₹254M, Dividend Paid: ₹474M)
  • Proposed transaction value represents 61.67% of company's annual consolidated turnover for FY 2025-26
  • Bayer AG financials (Dec 2025): Turnover ₹1,490,024 Million, PAT ₹12,244 Million, Net Worth ₹4,567,395 Million
  • Promoter and Promoter Group entities will abstain from voting

5. Ratification of Cost Auditor Remuneration: Approval sought for Ordinary Resolution to ratify remuneration payable to M/s. D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) for FY ending March 31, 2027.

  • Remuneration: ₹0.63 Million (₹630,000) plus applicable taxes and out-of-pocket expenses
  • To conduct audit of cost records for "Insecticides"
  • Board approved the appointment on May 26, 2026

Voting Arrangements

  • Remote e-Voting period: Sunday, August 16, 2026 (9:00 a.m. IST) to Tuesday, August 18, 2026 (5:00 p.m. IST)
  • Cut-off date for voting rights: Wednesday, August 12, 2026
  • e-Voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Bhaskar Upadhyay (or Mr. Bharat Upadhyay) of M/s. NL Bhatia and Associates
  • Results will be declared and posted on company website (www.bayer.in) and NSDL website

Shareholder Services

  • RTA: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
  • Investor service portal: 'SWAYAM' at https://swayam.in.mpms.mufg.com
  • Chatbot: 'iDIA' available at https://in.mpms.mufg.com
  • Shareholders holding physical shares must submit KYC documents to receive dividends electronically