UPL Restructuring Plan 2026: A New Crop Protection Giant Emerges

UPL Board Approves Major Corporate Reorganization

UPL Limited, a global provider of sustainable agriculture products, announced on February 20, 2026, that its Board of Directors has approved a comprehensive restructuring plan. The move is designed to separate its crop protection business into a distinct, publicly listed entity. This strategic reorganization aims to unlock shareholder value by creating two focused companies with independent growth trajectories.

The plan will consolidate UPL's domestic and international crop protection operations under a new company, UPL Global Sustainable Agri Solutions Limited (referred to as UPL 2 or UPL Global). Upon completion, this new entity is expected to be the world's second-largest listed pure-play crop protection platform, offering investors direct exposure to this segment.

The Three-Step Restructuring Process

The reorganization will be executed through a composite scheme of arrangement under Sections 230-232 and 234 of the Companies Act, 2013. The process involves three distinct steps to integrate the various business units seamlessly.

First, UPL Sustainable Agri Solutions Limited (UPL SAS), which currently houses the domestic crop protection business, will be amalgamated into the parent company, UPL Limited. The appointed date for this initial merger is April 1, 2026.

Second, the India-focused crop protection business will then be vertically demerged from UPL Limited and transferred into the new entity, UPL Global.

Finally, UPL Crop Protection Holdings Limited (UPL Corp), the entity holding UPL’s international crop protection operations, will be amalgamated into UPL Global. This final step consolidates both domestic and international arms into a single, unified global platform.

Strategic Rationale and Expected Benefits

The primary driver for this restructuring is to create clearer value discovery for investors. By establishing two separate listed companies, shareholders can better align their investments with specific business strategies and risk profiles. The existing UPL Limited will continue as a diversified agriculture and specialty chemicals platform, focusing on incubating new ventures.

Management highlighted several key benefits. The simplification of the group structure is expected to enhance operational synergies across research, manufacturing, and global market access. This integration is anticipated to drive greater efficiency and allow the new platform to deliver innovations to farmers more quickly.

Furthermore, the separation provides greater financial flexibility. Both UPL Limited and UPL Global will be able to raise capital independently, optimizing their capital structures to align with their respective business priorities and growth opportunities.

Leadership and Shareholder Structure

Jai Shroff, Chairman & Group CEO of UPL, described the reorganization as a significant milestone in the company's long-term transformation. He emphasized that the new structure strengthens UPL's ability to scale its diversified businesses while creating a future-ready platform for the crop protection segment.

Mike Frank, who has been leading the global crop protection business, will serve as the CEO of the newly formed UPL Global. He stated that the unified platform, with a presence in over 140 countries, will be well-positioned to gain market share and drive long-term value.

Following the scheme's implementation, Upswing Trust, an existing investor in UPL SAS, will become a shareholder in UPL Global, holding an expected 16.78% stake. Additionally, members of the promoter group have voluntarily agreed to an 18-month lock-in period for their shares in the new entity from its listing date, signaling their long-term commitment.

Regulatory Approvals and Timeline

The entire transaction is a complex undertaking that requires numerous approvals. The scheme is subject to consent from regulatory bodies including 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). It also requires approvals from stock exchanges, shareholders, and creditors of the involved companies.

The company estimates that the process will take approximately 12 to 15 months to complete. The share exchange and entitlement ratios for the scheme have been determined based on recommendations from independent valuers.

Market Impact and Conclusion

On the day of the announcement, shares of UPL Limited closed at ₹751.50 on the National Stock Exchange, down 1.77% from the previous close. The company's market capitalization stood at over ₹63,700 crore.

This structural reorganization is a strategic move to separate the company's diversified chemical operations from its global crop protection business. The eventual listing of UPL Global will provide investors with a distinct and focused investment opportunity in the crop protection sector, contingent on the successful completion of all regulatory and shareholder approvals.