UPL Receives 'No Adverse Observations' from BSE and NSE for Composite Scheme of Arrangement

UPL Receives 'No Adverse Observations' from BSE and NSE for Composite Scheme of Arrangement​

UPL Limited has received critical observations regarding its composite Scheme of Arrangement from both the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE), marking a significant step in the company’s corporate restructuring process. The Exchanges granted either 'no adverse observations' or 'No Objection' concerning the proposed scheme, which involves several associated entities.

The Scheme of Arrangement concerns four companies: UPL Sustainable Agri Solutions Limited (UPL SAS), UPL Limited (UPL 1), UPL Global Sustainable Agri Solutions Limited (UPL 2), and UPL Crop Protection Holdings Limited (UPL Cayman 1). The processes for seeking observation or no objection were initiated by the company in February 2026.

In a statement released on July 29, 2026, the company confirmed receiving these responses from both BSE and NSE related to the proposed scheme.

Conditions and Mandates Imposed by Exchanges​

While granting the necessary clearances, the exchanges issued detailed observations that UPL Limited must adhere to as part of proceeding with the Scheme of Arrangement. These mandates cover extensive disclosure requirements prior to filing with the National Company Law Tribunal (NCLT).

Key requirements outlined by BSE and NSE include:

• Disclosure of Pending Actions: The entities involved in the scheme, including the company and its promoters and directors, must disclose all details regarding ongoing adjudication, recovery proceedings, prosecution initiated, and any other enforcement actions taken against them.
• Financial Transparency: Entities must ensure that the financial data used in the scheme, especially those considered for the valuation report, is not older than six months from the date of the Stock Exchange's No Objection Certificate (NOC).
• Mandatory Disclosures: A comprehensive explanatory statement or notice accompanying the resolution must include details such as:

* The Valuation Report and any associated addendum/clarification.
* Projections considered for valuation, including justification for growth rates, rationale of the scheme, and synergies between the involved entities.
* Details of Revenue, Profit After Tax (PAT), and EBITDA for all companies in the Scheme for the last three years, along with audited financials for that period.
* The value of assets and liabilities being transferred to the resulting company, as well as the post-merger balance sheet of the transferee company.
* Disclosure of pending actions against entities, promoters, or directors and the potential impact of these actions on the Transferee Company.
* Details regarding shareholders' classification (Promoter vs Public) in the Transferee/Resulting Company following the scheme.

Next Steps for UPL​

The exchanges have stipulated that all observations must be incorporated into the petition intended for filing before the NCLT. Furthermore, the listing of equity shares of UPL Global Sustainable Agri Solutions Limited is subject to compliance with SEBI approval and meeting specific conditions set by the stock exchange.

One condition requires that the shares allotted under the Scheme remain frozen in the depository system until trading permission is granted by the designated stock exchange.

The validity of the "Observation Letter" from BSE and NSE is six months from July 29, 2026, within which UPL Limited must submit the scheme to the NCLT.

UPL Stock Price Movement​

Today, shares of UPL Limited edged higher, closing at ₹609.15 after gaining 1.41%. The stock traded briskly in the post-market session, with a total of 1.14 million shares changing hands.