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.
The scheme includes three key steps:
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.
The scheme remains subject to approvals from multiple stakeholders and regulators, including:
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, 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.
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.
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.
Shares of UPL Limited closed at ₹751.50 on 20 February 2026, down 1.77% from the previous close, according to exchange data.
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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.
Disclaimer: This blog has been written exclusively for educational purposes. The securities mentioned are only examples and not recommendations. This does not constitute a personal recommendation/investment advice. It does not aim to influence any individual or entity to make investment decisions. Recipients should conduct their own research and assessments to form an independent opinion about investment decisions.
Investments in the securities market are subject to market risks, read all the related documents carefully before investing.
Published on: Feb 20, 2026, 4:53 PM IST
Neha Dubey
Neha Dubey is a Content Analyst with 3 years of experience in financial journalism, having written for a leading newswire agency and multiple newspapers. At Angel One, she creates daily content on finance and the economy. Neha holds a degree in Economics and a Master’s in Journalism.
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