UPL Limited has received regulatory clearances from both major Indian stock exchanges for its proposed Composite Scheme of Arrangement, marking a significant procedural milestone in the restructuring process. The company received separate letters dated July 29, 2026, conveying 'no adverse observations' from BSE Limited and 'No Objection' from the National Stock Exchange of India Limited (NSE), enabling it to proceed with filing the scheme before the National Company Law Tribunal (NCLT).

Scheme Structure and Parties Involved

The Composite Scheme of Arrangement encompasses four entities and their respective shareholders under Sections 230 to 232, 234 and other applicable provisions of the Companies Act, 2013. The key details of the scheme structure are outlined below:

The Board of Directors of UPL Limited had originally approved the scheme on February 20, 2026, subject to receipt of necessary regulatory and other approvals. The company subsequently filed applications with BSE and NSE on February 27, 2026, under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking their observation or no-objection to the proposed scheme.

Key Conditions and SEBI Comments

Both BSE and NSE conveyed SEBI's comments on the draft scheme, which UPL Limited is required to address as part of the approval process. The key conditions and disclosures mandated by SEBI and the exchanges include:

• Disclosure of all details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement actions, if any, against the company, its promoters and directors, before NCLT and shareholders while seeking approval of the scheme.
• Ensuring that additional information submitted after filing the scheme with the stock exchange is displayed on the websites of the listed entity and the stock exchanges.
• Compliance with SEBI circulars issued from time to time.
• Ensuring all liabilities of the Transferor Company are transferred to the Transferee Company.
• Including information pertaining to all unlisted companies involved in the scheme in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018.
• Ensuring that financials in the scheme, including those considered for the valuation report, are not older than six months.
• Disclosing details of Revenue, PAT, and EBITDA of all companies involved in the scheme for the last three years, along with audited financials.
• Ensuring that proposed equity shares to be issued under the scheme are mandatorily in demat form only.
• No changes to the draft scheme, except those mandated by regulators, authorities, or tribunals, shall be made without specific written consent of SEBI.
• The observations of SEBI and stock exchanges shall be incorporated in the petition to be filed before NCLT.

Listing Conditions for UPL Global Sustainable Agri Solutions Limited

Both BSE and NSE have stipulated specific conditions for the listing of UPL Global Sustainable Agri Solutions Limited pursuant to the scheme. The listing of UPL Global Sustainable Agri Solutions Limited remains subject to SEBI approval and is at the discretion of the respective exchanges. Key listing-related requirements include:

• Submission of an Information Memorandum containing all information about UPL Global Sustainable Agri Solutions Limited in line with disclosure requirements applicable for public issues.
• Publication of an advertisement in newspapers containing all details of UPL Global Sustainable Agri Solutions Limited in line with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.
• Continuous disclosure of all material information about UPL Global Sustainable Agri Solutions Limited to the exchanges.
• Shares allotted pursuant to the scheme shall remain frozen in the depository system until listing or trading permission is granted by the designated stock exchange.
• No change in the shareholding pattern of UPL Global Sustainable Agri Solutions Limited between the record date and listing.
• BSE has additionally noted that listing of UPL Global Sustainable Agri Solutions Limited shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957.
• NSE has specified that steps for listing of specified securities must be completed and trading must commence within sixty days of receipt of the order of the Hon'ble High Court or NCLT.

Next Steps and Regulatory Position

The observation letters from both BSE and NSE carry a validity of six months from July 29, 2026, within which UPL Limited is required to submit the scheme to NCLT. The scheme remains subject to receipt of other applicable regulatory approvals. The copies of the letters received from BSE and NSE have been hosted on the company's website at https://www.upl-ltd.com/investors/shareholder-center/scheme-of-arrangement . Both exchanges have clarified that the submission of documents and information in accordance with the applicable circular to SEBI or the exchanges should not be deemed or construed as clearance or approval by SEBI or the exchanges, and that neither SEBI nor the exchanges take any responsibility for the financial soundness of the scheme or the correctness of statements made in the submitted documents.

UPL Limited has moved to streamline its portfolio by divesting its entire stake in Bioplanta Nutricao Vegetal Industria e Comercio S.A., a joint venture company, for a nominal consideration of USD 20. The sale was executed by UPL do Brasil Industria e Comercio de Insumos Agropecuarios S.A., a subsidiary of UPL Limited, which secured all necessary regulatory approvals on July 29, 2026. The transaction is expected to be completed on or before July 31, 2026.

The divestment targets an associate company that reported negative financials in FY25. Under IND AS, Bioplanta does not contribute to UPL’s consolidated revenue from operations. The move allows the group to exit an entity with a negative net worth, aligning with management's stated focus on profitable growth. The buyers are Marino Jose Franz and Miguel Vaz Ribeiro, Brazilian citizens and businessmen who do not belong to the promoter group or related parties of UPL Limited.

Financial Profile of Bioplanta

Bioplanta is engaged in the manufacture, sale, importation, exportation, and tolling of fertilizers, agrochemicals, adjuvants, and agriculture inputs. Despite generating revenue, the entity operated at a loss during the last financial year. The financial details for FY25 are outlined below:

The negative net worth of USD 8.2 million and a loss of USD 3.1 million highlight the operational challenges faced by the joint venture. By selling the stake for USD 20, UPL effectively sheds this liability without significant cash outflow or complex restructuring costs.

Regulatory Compliance

UPL Limited disclosed the transaction under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-Pod1/P/CIR//2023/123 dated July 13, 2023. The intimation was submitted to BSE Limited and National Stock Exchange of India Ltd on July 29, 2026. The company confirmed that the transaction does not fall within the ambit of related party transactions and is not part of any Scheme of Arrangement under Regulation 37A of the LODR Regulations.

What the Numbers Show

The divestment reflects a strategic cleanup of the balance sheet rather than a revenue-generating event. While Bioplanta generated USD 7.1 million in revenue in FY25, its inability to convert this into profit—evidenced by a USD 3.1 million loss and negative net worth—made it a drag on the group’s overall financial health. Removing such entities simplifies the corporate structure and eliminates ongoing monitoring costs associated with loss-making associates. For investors, the significance lies in the removal of a negative net-worth asset, albeit at a nominal value, signaling a continued focus on core profitability drivers.