UPL Approves Composite Restructuring Scheme; Plans Separate Listing of Global Crop Protection Business

The company announced that its Board of Directors, at a meeting held on 20 February 2026, approved a restructuring plan involving multiple entities within the group under Sections 230–232 and 234 of the Companies Act, 2013.

Board Approves Multi-Step Corporate Restructuring

The scheme includes three key steps:

• Merger 1: Amalgamation of UPL Sustainable Agri Solutions Limited (UPL SAS) into UPL Limited
• Demerger: Transfer of the India crop protection business from UPL Limited into UPL Global Sustainable Agri Solutions Limited (UPL 2)
• Merger 2: Amalgamation of UPL Crop Protection Holdings Limited (UPL Cayman) into UPL 2

Creation of Unified Global Crop Protection Platform

The restructuring aims to integrate both domestic and international crop protection operations into a single entity, UPL 2. The company stated that this will establish a unified global platform dedicated to crop protection activities.

UPL noted that the move follows its 2022 initiative to simplify and rationalise its holding structure, under which the India-focused crop protection business was earlier separated into UPL SAS while international operations continued under UPL Cayman.

Following completion of the scheme, UPL 2 is expected to be listed on Indian stock exchanges, while the existing listed entity, UPL Limited, will continue operating as a diversified agro and specialty chemicals platform.

Regulatory Approvals Required

The scheme remains subject to approvals from multiple stakeholders and regulators, including:

• Shareholders and creditors
• Securities and Exchange Board of India (SEBI)
• Competition Commission of India (CCI)
• Reserve Bank of India (RBI)
• Stock exchanges and the National Company Law Tribunal (NCLT)

The appointed date for the first merger is 1 April 2026, while the demerger and second merger will become effective upon completion of regulatory processes.

Upswing Trust to Hold Minority Stake in New Entity

Upswing Trust, an existing investor in UPL SAS, will become a shareholder in UPL 2 through a share swap arrangement. Upon implementation of the scheme, the trust is expected to hold 16.78% stake in UPL 2 as a public shareholder.

A shareholders’ agreement grants the investor the right to nominate one non executive, non independent director to the board of UPL 2 after listing, subject to shareholder approval under SEBI listing norms.

Promoters Commit to Shareholding Lock-In

Members of the promoter and promoter group of UPL 2 have voluntarily agreed not to transfer their shareholding in the new entity for 18 months from the listing date, except for inter-se transfers within the promoter group.

The company said the commitment reflects continued promoter support for the long-term development of the newly formed crop protection platform.

Related Party Nature of Transaction

As the entities involved are subsidiaries within the UPL group, the arrangement qualifies as a related-party transaction under SEBI regulations. 

However, transactions executed through schemes of arrangement under the Companies Act are exempt from certain provisions governing related-party transactions.

The proposal will proceed only if public shareholders vote in favour of the scheme by the required majority.

UPL Share Price Performance

Shares of UPL Limited closed at ₹751.50 on 20 February 2026, down 1.77% from the previous close, according to exchange data.

Read More: Top Undervalued Stocks in India for Feb 2026: ICICI Bank, Power Finance Corporation and More.

Conclusion

The restructuring represents a structural reorganisation rather than an operational change, aimed at separating diversified chemical operations from the global crop protection business. 

The eventual listing of UPL 2 could provide investors with distinct exposure to the company’s crop protection segment, subject to completion of regulatory approvals and shareholder consent.

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