Bilkul Bazaar
In a major strategic overhaul, the Board of Directors of UPL Limited on Thursday approved a group reorganisation plan aimed at creating the world’s second-largest listed pure-play crop protection platform, according to a company statement.
The Mumbai-headquartered agrochemicals major will consolidate its India and international crop protection businesses under a new listed entity, UPL Global Sustainable Agri Solutions Limited (UPL Global), as part of a composite scheme of arrangement designed to unlock shareholder value and streamline operationsThree-Step Reorganisation Plan
The restructuring will involve multiple entities within the group:
- UPL Sustainable Agri Solutions Limited (UPL SAS) – the company’s India crop protection arm, in which UPL holds a 90.91% stake.
- UPL Crop Protection Holdings Limited (UPL Corp) – the holding entity for UPL’s international crop protection business, with UPL owning 77.78%.
- UPL Global Sustainable Agri Solutions Limited (UPL Global) – the new entity that will house both India and international crop protection platforms and will be listed on stock exchanges UPL_Press Release.
The transaction will be executed in three parts:
- Amalgamation of UPL SAS into UPL.
- Vertical demerger of the India crop protection business into UPL Global.
- Amalgamation of UPL Corp into UPL Global
Two Listed Entities Post-Restructuring
Following completion, the group will operate through two separately listed companies:
- UPL – positioned as a diversified agriculture and specialty chemicals platform.
- UPL Global – a dedicated, integrated crop protection business.
The company said the move will allow clearer value discovery for investors, improve capital allocation flexibility and enhance strategic focus for both entities.
Strategic Rationale
According to the company, the restructuring will simplify the group structure by consolidating crop protection operations into a single platform, generating synergies across research, manufacturing and market access.
UPL Global will benefit from the group’s global manufacturing footprint, research capabilities, extensive product portfolio and independent management structure. The company expects the move to enable both UPL and UPL Global to raise capital independently and optimise their respective capital structures.
The transaction is expected to close within 12–15 months, subject to regulatory approvals from bodies including the Securities and Exchange Board of India (SEBI), Competition Commission of India (CCI), Reserve Bank of India (RBI), stock exchanges, the National Company Law Tribunal (NCLT), and other statutory authorities, along with shareholder and creditor approvals.
Leadership and Outlook
Jai Shroff, Chairman and Group CEO of UPL, described the reorganisation as a “significant milestone” in the company’s long-term transformation strategy, adding that unifying the crop protection businesses under UPL Global would create a future-ready, focused platform capable of disciplined and value-accretive growth.
Mike Frank, who currently leads UPL’s global crop protection business, will serve as CEO of UPL Global. He said the unified platform, operating across more than 140 countries, will accelerate innovation delivery to farmers and strengthen operational synergies.
Group CFO Bikash Prasad noted that the structural simplification would reinforce balance sheet strength, accelerate deleveraging and improve return metrics, supporting sustainable long-term value creation.
Advisors to the Transaction
JM Financial Limited and Axis Capital Limited acted as financial advisors, while AZB Partners served as legal counsel. Ernst & Young LLP and Dhruva Advisors India Pvt Ltd acted as tax advisors. Independent valuation services were provided by Ernst and Young Merchant Banking Services LLP and PwC Business Consulting Services LLP. J.P. Morgan India Private Limited issued a fairness opinion on the share exchange and entitlement ratios.