UPL to List Crop Protection Arm in Major Restructuring

UPL Announces Major Corporate Restructuring

UPL Limited's Board of Directors has approved a significant corporate reorganisation to create a standalone, global, pure-play crop protection company. Announced on February 20, 2026, the plan involves consolidating its domestic and international crop protection businesses into a new entity, tentatively named UPL 2 or UPL Global, which will be listed on Indian stock exchanges. The existing listed entity, UPL Limited (UPL 1), will continue as a diversified platform focused on agriculture and specialty chemicals. This strategic move is designed to unlock shareholder value by creating two distinct, focused companies with separate growth trajectories and investment profiles.

The Three-Step Reorganization Plan

The restructuring will be executed through a Composite Scheme of Arrangement under the Companies Act, 2013. The process involves three sequential steps to integrate the crop protection businesses into a single, unified platform. This complex transaction is designed to streamline operations and create a more simplified corporate structure for the crop protection segment. The appointed date for the first step of the merger is set for April 1, 2026, with the subsequent steps following upon receipt of regulatory approvals.

Strategic Rationale: Unlocking Value and Simplifying Structure

The primary driver behind this reorganisation is to create clearer value discovery for investors. By separating the pure-play crop protection business from the diversified chemicals portfolio, the company allows investors to choose an investment that aligns with their specific strategies and risk appetites. The consolidation is also expected to generate significant operational synergies across research, manufacturing, and global market access. Jai Shroff, Chairman & Group CEO of UPL, stated, “This strategic reorganization is an important milestone in UPL’s long-term transformation journey. The reorganized UPL structure strengthens our ability to build and scale diversified businesses.”

A Tale of Two Companies

Upon completion, the restructuring will result in two distinct listed entities. The existing UPL Limited will pivot to become a diversified agriculture and specialty chemicals platform, responsible for incubating new and sustainable business ventures. The new entity, UPL Global, will emerge as the world's second-largest listed pure-play crop protection platform. With a presence in over 140 countries, UPL Global will be led by Mike Frank as CEO. Frank noted, “Bringing our crop protection businesses under one platform... will enable us to deliver innovations to farmers faster, more efficiently to gain greater market share.”

Key Financial and Shareholder Implications

The transaction will be executed without any cash consideration, relying instead on a share swap based on ratios determined by independent valuers. Upswing Trust, an existing investor in UPL SAS, is set to become a significant public shareholder in UPL Global, holding a 16.78% stake post-listing. Furthermore, the promoter and promoter group have voluntarily agreed to an 18-month lock-in period for their shares in the new entity from its listing date, signaling strong long-term commitment. The scheme is classified as a related-party transaction but will proceed only if it receives the required majority approval from public shareholders.

Transaction Timeline and Regulatory Hurdles

UPL anticipates the entire restructuring process will take 12 to 15 months to complete. The timeline is contingent on securing 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), the National Company Law Tribunal (NCLT), and stock exchanges. Additionally, the scheme requires consent from the shareholders and creditors of the respective companies involved in the arrangement.

Market Impact and Concluding Remarks

Ahead of the announcement on February 20, 2026, shares of UPL Limited closed at ₹751.50 on the stock exchange, marking a decline of 1.77% from the previous session. The restructuring represents a fundamental strategic shift aimed at creating two more focused and agile companies. By separating its core businesses, UPL aims to enhance financial flexibility, improve capital allocation, and ultimately drive long-term, sustainable value for all its stakeholders. The successful listing of UPL Global will offer investors direct exposure to a leading global player in the crop protection industry.