UPL Limited provides an update regarding its Composite Scheme of Arrangement under Sections 230 to 232, 234 and other applicable provisions of the Companies Act, 2013. The company refers to its previous disclosure dated February 20, 2026, regarding Board approval of the Scheme.

The disclosure confirms fulfillment of two key conditions precedent to the Scheme's effectiveness:

1. Receipt of Competition Commission of India (CCI) approval for the Scheme and contemplated transactions on June 3, 2026

2. Completion of the Swap Transaction (as contemplated under Clause 2.4.1 of the Scheme) on July 31, 2026

The effectiveness of the Scheme remains subject to fulfillment of other conditions precedent as set out in the Scheme. Additionally, the ESOP Swap Transaction (as contemplated under Clause 2.4.2 of the Scheme) was also completed on July 31, 2026.

Post-Transaction Changes

Pursuant to the completion of both transactions:

  • All holders of employee stock options in UPL Corporation Ltd., Cayman ("UPL Cayman 2") under UPL Corporation Ltd LTI Plan 2022 ("Cayman 2 ESOP Scheme") have been issued stock options in UPL Crop Protection Holdings Limited ("UPL Cayman 1") under a new stock option scheme viz. UCPL LTI Plan 2026 ("UCPL ESOP Scheme") in lieu of cancellation of their respective stock options
  • UPL Cayman 1 has ceased to be a wholly owned subsidiary of UPL Corporation Limited, Mauritius ("UPL Mauritius"). The current shareholding structure of UPL Cayman 1 on a fully diluted basis (including assumption that all employee stock options under UCPL ESOP Scheme have been exercised) is:
  • UPL Mauritius: 76.42%
  • Upswing Trust (acting by its trustee, Upswing Trustee Company Limited): 21.82%
  • Certain other individuals: 0.01%
  • Holders of unvested employee stock options under UCPL ESOP Scheme: 1.76%
  • UPL Cayman 2 has become a wholly owned subsidiary of UPL Cayman 1. Previously, UPL Cayman 2 was held by:
  • UPL Cayman 1: 76.42%
  • Upswing Trust: 21.82%
  • Certain other individuals: 0.01%
  • Holders of unvested employee stock options under Cayman 2 ESOP Scheme: 1.76%

(all percentages on fully diluted basis including assumption that all employee stock options under Cayman 2 ESOP Scheme have been exercised)

Rationale and Impact

The Swap Transaction and ESOP Swap Transaction are part of the Scheme for consolidation of the India Crop Protection Business held in UPL Sustainable Agri Solutions Limited and Global Crop Protection Business held in UPL Cayman 1 under a single entity, creating a focused, pure-play crop protection platform.

The transactions are preparatory steps for implementation of the Scheme and facilitate consolidation of the global crop protection business under a single holding structure prior to the merger of UPL Cayman 1 with UPL Global Sustainable Agri Solutions Limited.

Financial Impact

The transactions do not result in any material change in the consolidated assets, liabilities, revenues, profitability or net worth of the Company or the Group. There is no material financial impact on the consolidated financial statements of the Company arising solely from these transactions.

No benefit accrues to the promoter, promoter group or group companies of the Company pursuant to these transactions. The consummation of these transactions does not result in any change in the effective economic interest of the Company in its Global Crop Protection Business carried out through UPL Cayman 1 and its subsidiaries.