UPL Restructures to Launch World's Second-Largest Crop Protection Firm

UPL Announces Major Corporate Reorganization

UPL Limited, a global provider of sustainable agriculture solutions, has received board approval for a significant corporate reorganization aimed at creating the world's second-largest listed pure-play crop protection platform. Announced on February 20, 2026, the move will consolidate the company's domestic and international crop protection businesses into a new, separately listed entity, UPL Global Sustainable Agri Solutions Limited (UPL Global).

The restructuring is designed to simplify the group's corporate structure, unlock shareholder value, and create two distinct, focused companies. Following the completion of the transaction, UPL Limited will continue as a listed entity focused on diversified agriculture and specialty chemicals, while UPL Global will operate as a dedicated crop protection powerhouse.

A Three-Step Consolidation Plan

The complex reorganization will be executed through a composite scheme of arrangement involving several key subsidiaries. The process is structured in three main parts:

1. Amalgamation of UPL SAS: UPL Sustainable Agri Solutions Limited (UPL SAS), which houses the company's India crop protection business and is 90.91% owned by UPL, will first be merged into the parent company, UPL Limited.
2. Demerger of India Business: Following the initial merger, the consolidated India crop protection business will be vertically demerged from UPL Limited and transferred into the new entity, UPL Global.
3. Amalgamation of UPL Corp: Finally, UPL Crop Protection Holdings Limited (UPL Corp), the entity holding UPL’s international crop protection operations, will be amalgamated into UPL Global.

This series of transactions will effectively bring all of UPL's crop protection assets under the single umbrella of UPL Global, which will then be listed on Indian stock exchanges.

Strategic Rationale and Expected Benefits

The primary driver for this reorganization is to create clearer value for investors. By establishing two separate listed companies with distinct business models and growth trajectories, UPL aims to allow investors to choose the profile that best suits their strategy. This separation is expected to lead to a more accurate valuation of each business.

Furthermore, the consolidation of the crop protection business is anticipated to generate significant operational synergies. Integrating research, manufacturing, and global market access across more than 140 countries will enhance efficiency and accelerate the delivery of innovations to farmers. The new structure also provides greater financial flexibility, enabling both UPL and UPL Global to raise capital independently and align investments with their specific strategic priorities.

Leadership and Company Vision

Jai Shroff, Chairman & Group CEO of UPL, described the move as a critical milestone. “This strategic reorganization is an important milestone in UPL’s long-term transformation journey,” he stated. “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, who has been appointed CEO of the new UPL Global, emphasized the scale and opportunity of the new entity. “Bringing our crop protection businesses under one platform creates the world’s second largest listed pure-play crop protection platform,” Frank said. “This unified platform will enable us to deliver innovations to farmers faster, more efficiently to gain greater market share.”

Bikash Prasad, Group CFO of UPL, added that the structural simplification strengthens the company's financial foundation and accelerates its journey toward greater efficiency and resilience.

Financial Context and Market Impact

The reorganization follows a period of strategic moves for UPL, including the significant $1 billion acquisition of Arysta Crop Sciences in 2018, which increased the company's debt load. As of January 2025, CRISIL noted the company had debt of nearly Rs. 30,000 crore. This restructuring is seen as a step towards reinforcing the balance sheet and improving return metrics.

Ahead of the announcement, UPL shares closed 1.77% lower at Rs 751.50, with the company's market capitalization standing at over Rs 63,700 crore. The stock has gained 16.1% over the past year, outperforming the Nifty 50 index.

Timeline and Regulatory Hurdles

The entire transaction is expected to take between 12 and 15 months to complete. The timeline is contingent on receiving a series of approvals from various regulatory bodies. These include the Securities and Exchange Board of India (SEBI), the Competition Commission of India (CCI), the Reserve Bank of India (RBI), and the National Company Law Tribunal (NCLT). The scheme will also require approval from stock exchanges, shareholders, and creditors of the respective companies.

Independent valuers have provided recommendations for the share exchange and entitlement ratios, and J.P. Morgan India Private Limited has issued a fairness opinion on these ratios.

Conclusion

UPL's decision to restructure its operations marks a pivotal moment for the company. The creation of UPL Global as a focused, pure-play crop protection leader is intended to drive growth, efficiency, and shareholder value. As the company navigates the complex approval process over the next year, the market will be watching closely to see how these two distinct entities perform once the separation is complete.