The Board of Directors of UPL Limited (NSE: UPL; BSE: 512070) has approved a comprehensive group restructuring plan designed to create a standalone, globally scaled crop protection business and enhance long-term shareholder value. The proposed reorganization will consolidate the company’s India and international crop protection operations under a newly structured listed entity.
The plan will be implemented through a composite scheme of arrangement involving UPL and its subsidiaries: UPL Sustainable Agri Solutions Limited (UPL SAS), in which UPL holds a 90.91% stake; UPL Crop Protection Holdings Limited (UPL Corp), through which UPL owns 77.78% of its international crop protection business; and UPL Global Sustainable Agri Solutions Limited (UPL Global), which will house the combined crop protection platform following completion of the transaction.
The restructuring will be executed in three stages. First, UPL SAS will be amalgamated into UPL. Second, the India crop protection business will be vertically demerged from UPL into UPL Global. Third, UPL Corp, representing the international crop protection operations, will be merged into UPL Global.
Upon completion, the group will operate through two listed entities. UPL Limited will continue as a diversified agriculture and specialty chemicals company. UPL Global will function as a focused, pure-play crop protection platform, integrating both domestic and international operations.
The new structure is intended to streamline the group’s organization by unifying crop protection activities within a single entity. This alignment is expected to strengthen operational coordination across research and development, manufacturing, and market access, while improving overall efficiency.
UPL Global will benefit from the group’s manufacturing footprint, established research capabilities, and global product portfolio, supported by dedicated management oversight. The focused structure is also expected to enhance access to capital by attracting a broader range of investors, strategic partners, and lenders aligned with the crop protection segment.
Both UPL and UPL Global will gain greater financial and strategic flexibility, with the ability to independently raise capital and optimize their respective capital structures. The company believes this approach will support sustained growth and long-term value creation. The Board has approved the share exchange and entitlement ratios based on recommendations from independent valuers.
The transaction is expected to be completed within 12 to 15 months, subject to approvals from regulatory authorities including the Securities and Exchange Board of India, the Competition Commission of India, the Reserve Bank of India, the stock exchanges, the National Company Law Tribunal, and other relevant authorities, as well as shareholders and creditors.
UPL Limited is a global provider of sustainable agricultural products and solutions spanning the entire agrifood value chain. With annual revenue exceeding US$5 billion, UPL is one of the world’s largest agriculture companies, serving growers in more than 140 countries.
