Bayer CropScience Announces AGM, Seeking Approval for Material Transactions with Holding Company and Ratification of Cost Auditors

Bayer CropScience Announces AGM, Seeking Approval for Material Transactions with Holding Company and Ratification of Cost Auditors​

Bayer CropScience Ltd has announced the details of its 68th Annual General Meeting (AGM) scheduled for Wednesday, August 19, 2026. The meeting will be held through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). Key agenda items include the adoption of audited financial statements for the financial year ended March 31, 2026, and seeking shareholder approval for proposed material related party transactions (RPTs) with its ultimate holding company, Bayer AG.

The AGM will also address dividend declarations and board composition changes. Shareholders will be asked to confirm interim and final dividends for the previous fiscal year and approve a resolution regarding the retirement by rotation of a Director.

Material Related Party Transaction Proposal​

A central focus of the meeting is the Ordinary Resolution seeking approval for Material Related Party Transactions with Bayer AG, the ultimate holding company. The proposal covers the financial year 2027-28 and involves various operational transactions in the ordinary course of business, including Sale of Goods, Purchase of Goods, Professional/Support Charges, Recoveries from Group Companies, Reimbursement of Expenses, and other obligations.

The maximum annual value for these proposed transactions has been set at up to `35,000 Million (Rupees Thirty-Five Thousand Million Only). The transactions are intended to be undertaken on an arm's length basis.

Management provided detailed figures regarding the operational relationship with Bayer AG during the preceding financial year 2025-26. The total value of transactions conducted amounted to `15,982 Million.

The breakdown of the transactions with Bayer AG during FY 2025-26 is as follows:

Cost Auditor Ratification and Board Appointments​

The AGM agenda also includes the ratification of remuneration payable to M/s. D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), who were appointed by the Board of Directors to audit cost records for 'Insecticides'. The proposed remuneration is `0.63 Million (Rupees point six three Million only) plus applicable taxes and out-of-pocket expenses for the financial year ending March 31, 2027.

Additionally, shareholders will consider the appointment of a Director in place of Ms. Jana Marlen Ackermann, who retires by rotation and is eligible for re-appointment.

Dividend and Payment Details​

The meeting seeks confirmation regarding dividends for the financial year ended March 31, 2026:

• Interim Dividend: `90/- per Equity Share of `10 each.
• Final Dividend: `60/- per Equity Share of `10 each.

The final dividend is scheduled to be paid on or after Thursday, September 03, 2026, based on the record date of Wednesday, August 05, 2026.

Related Party Transaction Rationale​

In fulfilling requirements for Material Related Party Transactions (RPT), the company's management stated that the proposed transactions with Bayer AG are integral to its business operations and maintain an arm's length basis. The rationale provided includes:

• Sale of Goods: Selling finished goods, semi-finished goods, active ingredients, intermediates, and other CropScience products to Bayer AG or its group entities for distribution or resale outside India, determined based on a cost-plus mark-up at arm's length principle.
• Purchase of Goods: Procuring raw materials, active ingredients, and various inputs from Bayer AG and its group entities, governed by arm's length pricing benchmarks.

The management further confirmed that the Board of Directors and the Audit Committee have reviewed and recommended these transactions, which are necessary to access proprietary technologies and specialized services provided by the globally integrated Bayer Group.

BAYERCROP Stock Price Movement​

Bayer Cropscience Limited stock surges as of 11:51 AM, edging higher to ₹4453.3 after gaining ₹192.40 and posting a 4.52% jump in live trading. The equity shows brisk activity, with the company having traded a total volume of 189,234 shares during the session so far.