UPL: The Board of Directors of UPL Limited has approved a group reorganization plan through a composite scheme of arrangement 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:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
