UPL Limited Announces Major Group Reorganization to Create Second Largest Listed Pure-Play Crop Protection Platform

Date: February 20, 2026

Key Points of the Announcement

• UPL Limited’s Board has approved a comprehensive reorganization:
  The Board of Directors of UPL Limited has approved a Composite Scheme of Arrangement that will restructure its group companies, unlocking significant value for shareholders by creating a focused, independent crop protection platform.
• Creation of Two Listed Entities:
  The scheme will result in two separately listed companies:
  • UPL 1 – The existing listed company will continue as a diversified platform for agro and specialty chemicals, and will incubate and develop new businesses.
  • UPL 2 (UPL Global Sustainable Agri Solutions Limited) – This will become a dedicated, globally focused crop protection company, housing both India and international crop protection businesses. UPL 2 will be listed on Indian stock exchanges following the implementation of the scheme.
• Transaction Structure:
  The reorganization will occur in three key steps:
  1. Amalgamation of UPL Sustainable Agri Solutions Limited (UPL SAS) with UPL 1 (“Merger 1”)
  2. Demerger of the India Crop Protection Business (from UPL 1 to UPL 2)
  3. Amalgamation of UPL Crop Protection Holdings Limited (“UPL Cayman”) with UPL 2 (“Merger 2”)

  These actions will consolidate all crop protection businesses under UPL 2, forming a unified global platform.

• Shareholder Approvals and Regulatory Clearances Required:
  The scheme is subject to approval from UPL’s shareholders, creditors, SEBI, CCI, RBI, stock exchanges, NCLT, and other regulatory bodies. The process is expected to take 12–15 months.
• Share Exchange Ratios:
  • For Merger 1: 1,000 equity shares of UPL 1 for every 48 equity shares of UPL SAS.
  • For Demerger: 1 equity share of UPL 2 for every 1 equity share of UPL 1.
  • For Merger 2: 1,000 equity shares of UPL 2 for every 213 equity shares of UPL Cayman.

  These ratios have been independently validated and a fairness opinion has been provided by J.P. Morgan India.

• Promoter Commitments:
  Promoters of UPL 2 have voluntarily agreed to retain their entire shareholding in UPL 2 for 18 months post-listing, barring inter-se transfers, signaling strong long-term commitment.
• The Upswing Trust’s Role:
  The Upswing Trust (currently holding 5% in UPL SAS) will become a significant public shareholder in UPL 2 (16.78%), with the right to nominate one non-executive, non-independent director to UPL 2’s Board.
• Financial Metrics:
  • UPL 1 Turnover FY25: INR 53,313 million; Net Worth: INR 120,210 million
  • UPL SAS Turnover FY25: INR 24,120 million; Net Worth: INR 22,016 million
  • UPL Cayman Turnover FY25: USD 4,187 million; Net Worth: USD 1,599 million
• Resulting Shareholding Pattern:
  • UPL 1: Promoters’ shareholding will decrease marginally from 33.51% to 33.09%, public shareholding increases accordingly.
  • UPL 2: Promoters will hold 71.56%, public will hold 28.44% post-reorganization.

Important, Price-Sensitive Details for Shareholders

• The creation of UPL 2 as a focused, listed global crop protection platform is expected to bring clearer value discovery and potentially unlock hidden value for shareholders. Investors will be able to invest in two distinct platforms based on their risk profile and investment strategy.
• Simplification of the group structure is anticipated to create operational synergies, cost efficiencies, and improved market access, especially across research, manufacturing, and sales channels.
• Enhanced capital raising flexibility: Both UPL 1 and UPL 2 will be able to independently raise capital, optimize their capital structures, and pursue growth opportunities with greater agility.
• Substantial listing event: UPL 2 will be listed on Indian stock exchanges, providing liquidity and value unlocking for existing UPL shareholders.
• Promoter lock-in: The voluntary 18-month lock-in by UPL 2 promoters reduces overhang risk and aligns promoter and shareholder interests for the medium term.
• Shareholding dilution and changes: While there is a marginal reduction in promoter holding in UPL 1, UPL 2 will have a diversified public shareholding post-listing.
• No cash consideration: All consideration is in the form of share exchanges, with no cash payouts.
• Upswing Trust’s influence: As a sizable public shareholder in UPL 2 with board nomination rights, The Upswing Trust’s participation signals confidence and may attract further institutional interest.
• Leadership and Management: Mike Frank, the current leader of UPL Corp’s global crop protection business, will serve as CEO of UPL Global, ensuring continuity and expertise.

Strategic Rationale and Expected Benefits

• Unlocks value for shareholders by separating the high-growth, pure-play crop protection business from the diversified chemicals business.
• Drives operational efficiency and cost synergies through consolidation and unified management of global crop protection operations.
• Enhances capital allocation efficiency by allowing both entities to pursue tailored growth strategies and access capital markets independently.
• Positions UPL 2 as the world’s second largest listed pure-play crop protection platform, with a presence in over 140 countries and a strong product portfolio.
• Strengthens financial metrics through simplification, deleveraging, and improved return on equity.

Timeline and Approvals

• The transaction is expected to close within 12–15 months, pending regulatory, shareholder, and creditor approvals.
• Allotment and listing of UPL 2 shares will occur upon completion of these steps.

Advisors to the Transaction

• Financial Advisors: JM Financial Limited, Axis Capital Limited
• Legal Counsel: AZB Partners
• Tax Advisors: Ernst & Young LLP, Dhruva Advisors India Pvt Ltd
• Independent Valuers: Ernst & Young Merchant Banking Services LLP, PwC Business Consulting Services LLP
• Fairness Opinion: J.P. Morgan India Private Limited

Statements from Leadership

Jai Shroff, Chairman & Group CEO, UPL: “This strategic reorganization is an important milestone in UPL’s long-term transformation journey. The reorganized structure strengthens our ability to build and scale diversified businesses across agriculture and specialty chemicals, while also driving the incubation of next-generation sustainable ventures. By unifying our India and international crop protection businesses under UPL Global, we are creating a future-ready platform with the focus, agility and innovation needed to lead in a rapidly evolving market.”

Mike Frank, CEO, UPL Global: “Bringing our crop protection businesses under one platform creates the world’s second largest listed pure-play crop protection platform. With a presence in more than 140 countries, this unified platform will enable us to deliver innovations to farmers faster, more efficiently to gain greater market share. This will position us to strengthen operational synergies and drive long-term value for our stakeholders.”

Bikash Prasad, Group CFO, UPL: “This structural simplification strengthens our financial foundation and accelerates our journey towards a more efficient and resilient UPL. By driving deleveraging, reinforcing balance sheet strength, and improving return metrics, we are creating a sharper, more focused organization designed to deliver sustainable long-term value for all shareholders.”

About UPL Limited

UPL Ltd. is a global provider of sustainable agriculture products and solutions, with annual revenues exceeding US\$5 billion. Through its OpenAg platform, UPL operates in more than 140 countries, with a workforce of over 12,000. UPL’s portfolio includes biologicals and traditional crop protection solutions with more than 15,000 registrations worldwide.

Disclaimer

This article is prepared for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors are advised to conduct their own research and consult their financial advisors before making investment decisions. The information herein is based on company disclosures and may be subject to change as further details and regulatory approvals are obtained.

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