Transaction Overview

Bayer AG acquired 5,354,030 equity shares (11.91% stake) from Bayer CropScience AG on July 8, 2026, via inter-se promoter transfer at ₹4,122.30 per share through a block deal mechanism. This transaction increased Bayer AG's holding from 8.43% to 20.34% of Bayer CropScience Limited's total paid-up capital of 44,942,092 equity shares.

Regulatory Framework & Compliance

The acquisition qualified for exemption under Regulation 10(1)(a)(ii) of SEBI Takeover Regulations for inter-se promoter transfers. All regulatory requirements were meticulously followed:

  • Pre-transaction Regulation 10(5) notice filed with BSE on July 1, 2026
  • Post-transaction Regulation 10(6) report filed on July 13, 2026
  • Comprehensive Regulation 10(7) report submitted to SEBI on July 21, 2026
  • Mandatory disclosures under Regulations 29(1) and 29(2) completed
  • SEBI fee of ₹177,000 (including GST) paid on July 22, 2026

The acquisition price complied with regulatory requirements, being not higher than 25% above the 60-day VWAP of ₹4,434 per share.

Shareholding Structure Impact

Total promoter group holding remained unchanged at 71.43% (32,102,999 shares) post-transaction. The ownership redistribution within the promoter group:

  • Bayer AG: Increased from 3,788,433 shares (8.43%) to 9,142,463 shares (20.34%)
  • Bayer CropScience AG: Decreased from 5,354,030 shares (11.91%) to 0 shares (0.00%)
  • Other promoter entities (Bayer SAS, Bayer Vapi, Monsanto Company, Bayer Investments India) maintained their existing holdings

Company Capital Structure

Bayer CropScience Limited maintains a clean capital structure with:

  • No outstanding convertible securities, warrants, or ESOPs
  • No depository receipts or locked-in shares
  • No shares pledged or encumbered by promoters
  • 99.60% of total shares held in dematerialized form
  • Foreign promoters hold 38.51% while Indian promoters hold 32.93%

Public Shareholding Composition

Public shareholders hold 28.57% (12,839,093 shares) consisting of:

  • Domestic institutions: 11.21% (mutual funds 9.06%, insurance companies 2.54%)
  • Foreign portfolio investors: 3.30%
  • Retail investors and other categories: 13.56%

Governance & Signatories

The transaction was executed by authorized signatories Dr. Stephan Semrau, Dr. Jan Schell, and Alexander Burck on behalf of Bayer AG, with all declarations confirming compliance with SEBI regulations and complete accuracy of disclosed information.