UPL Limited has informed the Exchange about Scheme of Arrangement
UPL · price
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UPL Limited's board has approved a Composite Scheme of Arrangement to reorganize its group structure into two listed entities. Under the scheme, UPL SAS will merge into UPL (Merger 1), UPL's India Crop Protection Business (turnover of INR 24,120 Mn, about 31% of UPL's turnover) will demerge into UPL Global (Demerger), and UPL Cayman (international crop protection business with USD 4,187 Mn turnover) will merge into UPL Global (Merger 2). UPL Global will then be listed on Indian stock exchanges, creating what the company describes as the world's second-largest listed pure-play crop protection platform. Share ratios are: 1,000 UPL shares for every 48 UPL SAS shares (Merger 1), 1 UPL 2 share for every 1 UPL share (Demerger), and 1,000 UPL 2 shares for every 213 UPL Cayman shares (Merger 2). The Upswing Trust will end up with 16.78% in UPL Global, and promoters have agreed to an 18-month lock-in post-listing. Completion is expected in 12-15 months subject to NCLT, SEBI, CCI, RBI and other approvals.
Existing UPL shareholders will continue to hold UPL shares (now a diversified agro and specialty chemicals platform) and will receive 1 UPL Global share per UPL share held, giving them a stake in a focused crop protection pure-play. The move aims to unlock value through separate listings, but introduces execution risk since the scheme still requires multiple regulatory approvals and shareholder voting.