UPL Limited has announced the receipt of ‘no adverse observations’ letters from the Bombay Stock Exchange (BSE) and a ‘No Objection’ letter from the National Stock Exchange (NSE) regarding its proposed Composite Scheme of Arrangement. This signifies a crucial step forward in the company’s plan to restructure its entities. The scheme involves UPL Limited, UPL Sustainable Agri Solutions Limited, UPL Global Sustainable Agri Solutions Limited, and UPL Crop Protection Holdings Limited. The approvals are subject to other necessary regulatory clearances.
Key Regulatory Milestone Achieved
UPL Limited has successfully secured significant regulatory feedback for its proposed Composite Scheme of Arrangement. On July 29, 2026, the company received a letter from the Bombay Stock Exchange (BSE) stating ‘no adverse observations’ and a corresponding ‘No Objection’ letter from the National Stock Exchange (NSE) concerning the draft scheme. This development is a critical step towards the finalization of the arrangement, which aims to streamline the company’s corporate structure.
Details of the Composite Scheme
The Composite Scheme of Arrangement involves several key entities within the UPL group: UPL Limited (referred to as the “Company” or “Demerged Company”), UPL Sustainable Agri Solutions Limited (“Amalgamating Company 1”), UPL Global Sustainable Agri Solutions Limited (formerly UPL Agri Science Limited) (“Resulting Company” or “Amalgamated Company 2”), and UPL Crop Protection Holdings Limited (“Amalgamating Company 2”). The scheme is being undertaken under Sections 230 to 232, 234, and other applicable provisions of the Companies Act, 2013.
Regulatory Compliance and Next Steps
The company had previously filed applications with both BSE and NSE on February 27, 2026, seeking their no-objection to the proposed scheme. The letters received from the stock exchanges outline various conditions and disclosures that UPL Limited must adhere to. These include ensuring all ongoing adjudication and recovery proceedings are disclosed, displaying additional information on websites, and complying with SEBI circulars. The scheme remains contingent upon obtaining other requisite regulatory approvals.
Copies of the letters from BSE and NSE are being hosted on the company’s website at https://www.upl-ltd.com/investors/shareholder-center/scheme-of-arrangement for public access. UPL Limited has also provided the observation letters from BSE and NSE, along with an undertaking, in accordance with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.
Commitment to Transparency
UPL Limited has assured that it will comply with all the advice and observations provided by the stock exchanges. The company is committed to maintaining transparency throughout this process and will ensure all necessary information is disseminated to its shareholders and the public. The validity of the BSE observation letter is six months from the date of issuance, within which the scheme must be submitted to the National Company Law Tribunal (NCLT).
Source: BSE
