UPL Creates World’s Second Largest Listed Pure-Play Crop Protection Platform
The Board of Directors of UPL Limited at its meeting held today has approved a group reorganization plan through a composite scheme of arrangement (“Scheme”) with the objective of unlocking value for its shareholders by creation of an independent and focused crop protection platform.
The reorganization will consolidate UPL’s India and international crop protection businesses through the Scheme, involving UPL and its subsidiaries, viz:
- UPL Sustainable Agri Solutions Limited (“UPL SAS”): India Crop Protection platform in which UPL holds 90.91% stake.
- UPL Crop Protection Holdings Limited (“UPL Corp”): Entity through which UPL holds 77.78% stake in its
international crop protection business. - UPL Global Sustainable Agri Solutions Limited (“UPL Global”): Entity to be listed on stock exchanges in which India and international crop protection platforms will be housed post completion of various steps covered in the Scheme.
Transaction Steps
The reorganization entails the following:
- Part 1 – Amalgamation of UPL SAS into UPL
- Part 2 – Vertical demerger of India crop protection business from UPL into UPL Global
- Part 3 – Amalgamation of UPL Corp (international crop protection business) into UPL Global
Strategic Rationale & Benefits
- Unlocking Shareholder Value: The Scheme will create two listed entities i) UPL, an existing listed company as a diversified agriculture and specialty chemicals platform, and ii) UPL Global as a dedicated crop protection platform. This will enable clearer value discovery by providing flexibility to the investors to select investments which best suit their investment strategies and risk profile.
- Simplification of Group Structure: The Scheme simplifies the group structure by consolidating the crop protection business into a single entity, thus enhancing synergies across research, manufacturing and market access, driving greater efficiency.
- Creation of Integrated and Pure-Play Crop Protection Platform: The Scheme consolidates UPL’s India and international crop protection businesses under UPL Global, creating a dedicated pure-play crop protection platform. The integrated business will benefit from UPL’s strong manufacturing base, advanced research capabilities, a robust global product portfolio and independent management.
- Capturing Distinct Market Opportunities for Growth: The Scheme sharpens managerial and board focus while enabling UPL Global to broaden its capital base by attracting a wider pool of investors, strategic partners and lenders, supporting sustained business growth.
- Greater Strategic and Financial Flexibility: The Scheme enables UPL and UPL Global to raise capital independently, allowing each entity to optimise its capital structure and pursue growth opportunities with greater agility. By aligning capital allocation with focused business strategies, the Scheme is expected to drive sustainable growth and long-term value creation for all stakeholders.
The Board has approved the share exchange and entitlement ratios based on the recommendations of independent valuers.
Approvals and Timelines
The transaction is expected to be completed within 12–15 months, subject to the timely receipt of regulatory and other required approvals. The Scheme is subject to the receipt of requisite approvals from the Securities and Exchange Board of India (SEBI), Competition Commission of India (CCI), the Reserve Bank of India (RBI), the Stock Exchanges, the National Company Law Tribunal (NCLT), other statutory and regulatory authorities in and outside India under applicable laws, as well as the shareholders and creditors of the respective companies.
Advisors
JM Financial Limited & Axis Capital Limited acted as financial advisors.
AZB Partners acted as legal counsel.
Ernst and Young LLP & Dhruva Advisors India Pvt Ltd acted as tax advisors.
Ernst and Young Merchant Banking Services LLP & PwC Business Consulting Services LLP acted as the registered independent valuers for providing the share exchange ratio & share entitlement report.
J.P. Morgan India Private Limited provided fairness opinion on share exchange ratio & share entitlement ratio.
Reflecting on the reorganization, Jai Shroff, Chairman & Group CEO of UPL, said, “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 across agriculture and specialty chemicals, while also driving the incubation of next-generation sustainable ventures.
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. This move sharpens strategic focus, aligns stakeholder interests and positions both UPL and UPL Global for disciplined, value-accretive growth in the years ahead.
Mike Frank, who has successfully led UPL Corp’s global crop protection business through a period of portfolio expansion and operational strengthening, will serve as the CEO of UPL Global.
“Bringing our crop protection businesses under one platform creates the world’s second largest listed pure-play crop protection platform,” Frank said. “With a presence in more than 140 countries, this unified platform will enable us to deliver innovations to farmers faster, more efficiently to gain greater market share. This will position us to strengthen operational synergies and drive long-term value for our stakeholders.”
Bikash Prasad, Group CFO of UPL, said, “This structural simplification strengthens our financial foundation and accelerates our journey towards a more efficient and resilient UPL. By driving deleveraging, reinforcing balance sheet strength, and improving return metrics, we are creating a sharper, more focused organization designed to deliver sustainable long-term value for all shareholders.”
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