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UPL Ltd

BSE Code : 512070 | NSE Symbol : UPL | ISIN:INE628A01036| SECTOR : Agro Chemicals |

NSE BSE
 
SMC down arrow

709.70

-6.45 (-0.90%) Volume 914840

23-Mar-2023 EOD

Prev. Close

716.15

Open Price

717.75

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 718.20 - 708.10

52 wk High/Low 848.00 - 607.50

Key Stats

MARKET CAP (RS CR) 53255.61
P/E 28.76
BOOK VALUE (RS) 92.1802704
DIV (%) 500
MARKET LOT 1
EPS (TTM) 24.67
PRICE/BOOK 7.69687479675694
DIV YIELD.(%) 1.44
FACE VALUE (RS) 2
DELIVERABLES (%) 20.55
4

News & Announcements

20-Mar-2023

UPL Ltd - UPL Limited - Loss of Share Certificates

17-Mar-2023

UPL Ltd - UPL Limited - Loss of Share Certificates

17-Mar-2023

UPL Ltd - UPL Limited - Loss of Share Certificates

08-Mar-2023

UPL Ltd - UPL Limited - Loss of Share Certificates

03-Mar-2023

UPL to convene EGM

17-Feb-2023

UPL Sustainable Agri Solutions receives equity infusion of Rs 1580 cr

21-Jan-2023

UPL to discuss results

19-Dec-2022

KKR acquires 13.33% stake in Advanta Enterprises (UPL's pure play seeds platform)

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Agrimas Chemicals Ltd 531549
Aimco Pesticides Ltd 524288 AIMCOPEST
Alchemie Organics Ltd (Merged) 524596
Aristo Bio-Tech & Lifescience Ltd 76744 ARISTO
Astec Lifesciences Ltd 533138 ASTEC
Best Agrolife Ltd 539660 BESTAGRO
Bhagiradha Chemicals & Industries Ltd 531719 BHAGCHEM
Bharat Rasayan Ltd 590021 BHARATRAS
Bhaskar Agrochemicals Ltd 524534
Chemcel Biotech Ltd 533026
Dhanuka Agritech Ltd 507717 DHANUKA
Dharmaj Crop Guard Ltd 543687 DHARMAJ
H P M Industries Ltd 531575
Heranba Industries Ltd 543266 HERANBA
Indag Products Ltd 506952
India Pesticides Ltd 543311 IPL
Insecticides India Ltd 532851 INSECTICID
Kedia Chemical Industries Ltd 524701
Kilpest India Ltd 532067
Meghmani Organics Ltd 543331 MOL
Meghmani Organics Ltd(Merged) 532865 MEGH
Montari Industries Ltd 500286 MONTARIND
NACL Industries Ltd 524709 NACLIND
P I Industries Ltd 523642 PIIND
Paushak Ltd 532742
Paushak Ltd(merged) 506758
PB Global Ltd 506580
Phyto Chem (India) Ltd 524808
Pioneer Products Ltd 524697
Rallis India Ltd 500355 RALLIS
Sabero Organics Gujarat Ltd(Merged) 524446 SABERORGAN
Savoy Herbals Ltd (Wound-up) 527003
Sharda Cropchem Ltd 538666 SHARDACROP
Shivalik Rasayan Ltd 539148 SHIVALIK
Sikko Industries Ltd 538419 SIKKO
Skylead Chemicals Ltd 531742
Solar Farmachem Ltd 524360
Som Phytopharma (India) Ltd 531507
Sumex Chemicals Ltd 524105
Sumitomo Chemical India Ltd 542920 SUMICHEM
Super Crop Safe Ltd 530883
Vantech Industry Ltd 530509
Varun Polymol Organics Ltd 524059
Vijay Remedies Ltd 531706

Share Holding

Category No. of shares Percentage
Total Foreign 286389228 38.15
Total Institutions 163020178 21.72
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 7367281 0.98
Total Promoters 230750411 30.74
Total Public & others 63080543 8.41
Total 750607641 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About UPL Ltd

UPL Limited is a global generic crop protection, chemicals and seeds company. The Company is principally engaged in the agro-business of production and sale of agrochemicals, field crops, vegetable seeds and non agro business of production and sale of industrial chemicals, chemical intermediates & speciality chemicals. They operate in three segments: agro chemical, industrial chemicals and others. The agro chemicals segment consists of agrochemicals technicals and formulations. The industrial chemicals segment consists of industrial chemicals and speciality chemicals. The others segment consists of traded products. The company has also got a captive power plant in Jhagadia. The company offers a range of products that includes insecticides, fungicides, herbicides, fumigants, plant growth and regulators and rodenticides. They have 43 manufacturing sites, which includes nine in India, four in France and two in Spain. They operate in every continent and have a customer base in 123 countries with their own subsidiary offices in Argentina, Australia, Bangladesh, Brazil, China, Canada, Denmark, France, Germany, Hong Kong, Indonesia, Japan, Korea, Mauritius, Mexico, New Zealand, Russia, Italy, Turkey, Spain, South Africa, Taiwan, USA, UK, Vietnam, Zambia, Shanghai, Columbia and Netherland. UPL Limited was incorporated on January 2, 1985 with the name Vishwanath Commercials Ltd. In February 1985, the company went to public. In February 1994 R.D. Shroff along with his family and investment companies acquired 78.61% of the equity capital of the company and changed the company name to Search Chem Industries Ltd in 24, February 1995. In March 1995 the group reorganized the shareholding and as a result United Phosphorus Ltd acquired 75% of the equity capital of Search Chem Industries Ltd from the family and investment companies of R. D. Shroff. Subsequently, in August 1995, United Phosphorus acquired further 11,560 shares thereby resulting in total holding of 79.72%. As a result, the company became the promoter of the company. After the takeover, the company changed their business of trading in shares/debentures and had entered into the chemical business. In September 30, 2003, the manufacturing division of United Phosphorus was transferred to the company and the name of the company was changed from Search Chem Industries Ltd to United Phosphorus Ltd. In the year 2004, the company acquired 20% stake in Cropserve, a company based in South Africa. Also, they signed an agreement to acquire registration for production of Lenacil and Chloridazon from Agricola for UK, France and Italy. In the year 2005, the company acquired the CEQUISA and REPOSO S.A.I.C Argentina. They signed an agreement with Biocentury of China along with Nath Biogene (I) Ltd for transfer of technology related to Bt cotton. During the year 2005-06, the company made their first acquisition in Indian market in the form of SWAL Corporation Ltd, which is engaged in dealing in agrochemicals and fertilizer mixtures. Also, they acquired Advanta, Netherlands, a leading supplier of seeds and seed technologies to farmers and other industrial and non-industrial consumers, etc. During the year 2006-07, the company acquired three products from Bayer Crop Science, AG Germany. This resulted in broadening the product portfolio of the company. The company purchased the global Propanil herbicide business from Dow Agro Science LLC. Also, they purchased methyl business including Londax herbicide and all mixtures from DuPont Bensulfuron. Also, they acquired all the shares of Cerexagri group of companies, which specializes in manufacture of fungicides. In July 2007, the company through their UK subsidiary took over 100% stake in ICONA and ICONA San Luis S.A. (ICONA), a manufacturer and distributor of crop protection products headquartered in Buenos Aires, Argentina. In February 2008, the company purchased 100% stake in the Evofarms group of Companies (Evofarms), a major marketing company of generic products in the crop protection industry headquartered in Bogota, Colombia. During the year 2009-10, the company expanded the installed capacity of Industrial Chemicals from 39,600 Tonnes to 42,684 Tonnes. Also, they expanded the installed capacity of Pesticides from 110,608 Tonnes to 138,428 Tonnes. During the year 2010-11, the company acquired the global non-mixture Mancozeb fungicide business and related assets from DuPont, including existing inventory, manufacturing and formulation production facilities in Barranquilla, Colombia. This includes rights to registered brands for non-mixture mancozeb products, trademarks, as well as registrations and supporting regulatory data for those products, which include Manzate brand fungicides. During the year, the company acquired RiceCo LLC, USA along with their subsidiaries and certain assets of the international business of their affiliate company. In April 4, 2011, the company through their subsidiary purchased 50% stake in Sipcam Isagro Brasil SA earlier held by Isargo S.p.a., the Italian group. In July 26, 2011, the company acquired a 51% stake in DVA Agro Do Brasil (DVA Agro Brazil), a Brazilian company, from DVA Group, Germany and other shareholders. In January 2012, as per the scheme of amalgamation, the company's overseas subsidiary United Phosphorus Ltd (Mauritius) amalgamated with the company with effect from July 1, 2011. In 2012, the company acquired 100% Stake in SD Agchem Europe. In 2013, name of United Phosphorous Ltd. was changed to UPL Limited. In 2014, UPL Mexico received ESR Award. In 2015, the company entered into an agreement to subscribe to 40% Shares in Sinagro Group, a Brazilian Company in the State of Mato Grosso. UPL Ltd, through its subsidiary has completed the transaction to acquire 40 per cent in the Sinagro Group, a Brazilian company. The Board of Directors of UPL and Advanta Limited at their respective meeting held on 23 November 2015 approved the merger of Advanta Limited with UPL. Advanta is a member of the United Phosphorous group of companies. As per the merger scheme, Advanta shareholders holding 1 equity share of the company will be issued 1 UPL share. Additionally, the resident shareholders of Advanta will get 3 Optionally Redeemable Convertible Preference Shares of UPL for each share held in Advanta. The non-resident shareholders of Advanta will get 3 Compulsorily Convertible Preference Shares of UPL for each share held in Advanta. As per the scheme, Advanta GDR holders holding 1 GDR will be issued 1.06 GDR of UPL. Advanta is a global seeds company headquartered in India and with operating units in Argentina, Australia, India, Thailand, and the USA with a wide range of proprietary products in important field and vegetable crops that improve the productivity and profitability of the farmers in different parts of the world. On 15 June 2016, UPL announced that it has acquired a strategic 26% stake in Weather Risk Management Services Private Limited (WRMS) for cash consideration of about Rs 10 crore. UPL said that the collaboration with WRMS will help the company in providing farm services and precision farming solutions to the farmers and several other value added services to farmers. UPL would leverage on technology platform developed by WRMS to strengthen its relationship with farmers. WRMS is primarily engaged in providing agriculture risk management solutions which include weather information and forecast services, agriculture decision support services, precision farming services, crop insurance products to farmers. WRMS also provides data analytics services to sectors such as renewable energy. WRMS also manufactures automated weather stations that can record, store, transmit weather information on a real-time basis using mobile or wired telecommunication network, assembling and sale of vehicle tracking system that has capabilities like live tracking, temperature, fuel monitoring of vehicles and telecom equipment which is used at telecom base stations for power management, temperature control and monitoring of solar panels. WRMS is primarily engaged in India but has recently started projects in Bangladesh, Cambodia and other Asian countries. On 22 September 2016, UPL announced that it has divested its entire stake in its joint venture United Phosphorus (Bangladesh) Limited. On 9 December 2016, UPL announced that its wholly owned subsidiary based in Mauritius UPL Corporation Limited has sold its shares held in Villa Crop Protection (Pty) Limited to an affiliate of Land O' Lakes Inc., an American company. UPL Corporation owned 19.22% of the shares in Villa Crop Protection (Pty) Limited. For sale of the shares, UPL Corporation received consideration of approximately Rs 22 crore. On 30 March 2017, UPL announced that as a part of rationalization of its multiple entities, the company has entered into an agreement with Benmore Technologies Limited to sell its entire stake including all assets, liabilities, etc., in its overseas step-down subsidiary Agro trading Limited (formerly known as United Phosphorus Limited) based in Gibraltar. On 10 May 2017, UPL announced that the Supreme Court vide its order dated 8 May 2017 has upheld the judgment of the Competition Appellate Tribunal (COMPAT) to reduce the penalty levied on the company by Competition Commission of India (CCI) to Rs 6.94 crore from Rs 252.44 crore. UPL said that the company has already deposited the amount of penalty. On 25 May 2017, UPL announced that the company through its step down wholly owned subsidiary has subscribed to additional 9% shares in Sinagro Group, Brazil. After the acquisition of additional stake, UPL's interest in the Sinagro Group share capital will increase to 49% from 40%. UPL said that the transaction will lead to the enhancement of the already existing partnership between the company and Sinagro Group and the improvement of the business activities carried out by the Sinagro Group. Sinagro Group based out of Primavera de Leste in the state of Mato Grosso, is one of the leading distributors of farm inputs in the Cerrado region of Brazil and is also in the business of agricultural production and trading of grains. Brazil has the largest Soybean agrochemical market in the world and state of Mato Grosso is the leading Soybean producing state in Brazil. On 1 September 2017, UPL announced that it has purchased through its step down wholly owned subsidiary 33.33% shares in the capital of Serra Bonita Semetes S.A., a Brazilian company located in City of Buritis, State of Minas Gerais (Serra Bonita) from SinAgro Produtos Agropecu rios S/A, a Brazilian company (Sinagro). UPL said that the transaction will lead to establishment of new synergies between the company and Serra Bonita for the production and innovation of the high quality seeds, thereby enabling UPL to expand and explore the opportunities and enlarge territories in the seed production and innovation domain in Brazil. Serra Bonita is engaged in producing high quality seeds through innovation and has local expertise in Brazil. UPL, through its step down subsidiary in Brazil, having seed operations, is engaged in development of modern technologies and solutions through its research and development stations for producing high quality seeds. On 30 Jan 2018, UPL announced that the company through its subsidiaries has purchased the entire remaining 24.5% equity shares of UPL AGROMED TARIM ILACLARI VE TOHUMCULIK SAN. VE TIC. A.Sw. for 1.4 million euro, thereby making it a wholly-owned subsidiary of the company. The company incorporated in Turkey is engaged in sales of crop protection products. On 5 March 2018, UPL announced that its wholly-owned subsidiary UPL Corporation Limited (formerly Biowin Corporation Limited) has successfully completed the pricing of its US$ 300 million senior unsecured notes (Notes) at 4.5 % per annum, due 2028. The Notes have been rated 'BBB-' by Fitch, and 'BBB-' by S&P. An application is filed to the Singapore Stock Exchange for the listing of the Notes. On 16 March 2018, UPL announced that it has completed a transaction in which the company through its step down wholly owned subsidiary has subscribed further shares in the Sinagro Group, along with other investors, resulting in dilution of UPL's existing shareholding in Sinagro Group to 45% from 49%. UPL said that the additional funding of the Sinagro Group by UPL through its step down wholly owned subsidiary and other investors through this transaction will lead to improvement of the business activities carried out by the Sinagro Group. During the year 2018-19,the company through its subsidiary, UPL Corporation Limited in Mauritius, acquired Arysta LifeScience. In terms of regional presence, Arysta's stronger presence in Africa and Eastern Europe means that the combined entity will be able to offer a wide basket of solutions for various raw crops and specialty crops across a broad swathe of countries. During the year 2018-19, the company introduced 72 herbicides, 63 fungicides, 75 insecticides, six seed treatment products and 10 adjacent technology products. On 04 July 2019,the company allotted 25,46,71,335 fully paid up equity shares of Rs 2 each as bonus shares to the shareholders in the ratio of 1:2. As on 31 March 2021, the company had 204 subsidiaries across the globe. During the year 2021, Company launched a 25,000 hectare OpenAg farm in the state of Mato Grosso in Brazil. It partnered with various farmers and farming companies and through this collaboration. It collaborated with Telesense in January 2021 for their innovative post harvest digital solution ? scalable sensor on an artificial intelligence platform. It collaborated with FMC in March 2021 to gain early access to Chlorantraniliprole (CTPR). In FY'21, the Company made one acquisition in China, two acquisitions in Chile & one acquisition in Costa Rica to plug market gaps and expand portfolio. It made strategic product alliance with FMC for one AI and Meiji for another to expand product pipeline significantly. In FY'22, the Company launched The Radicle Carbon and Soil Challenge in partnership with Radicle Growth, to pool the best ideas, innovators, start-ups and scientists that will help protect and preserve one of our most valuable natural assets: soil. The challenge provides a platform to explore disruptive and innovative technologies across the entire food value chain, covering soil health, digital tools, supply chain tech, biologicals, plant nutrition, fintech, carbon markets, MRV, new business models, and livestock management. The winning two startups received US$ 1.25 million of equity investments from the Company. During the FY'22, the Company launched Triskeler and Trishukr, which is India's first approved three-way foliar herbicide for controlling grasses, broad leaves and sedges for sugarcane. As part of its global FMC collaboration, it completed the construction of manufacturing plant in India for Chlorantraniliprole (CTPR) insecticide, with qualifications on-going for production commencement by Q2 FY 2023. Shenzir, the first Chlorantraniliprole based solution, was also launched in India in FY 2022, with new value-added solutions expected in the future. In FY'22, the Company launched key new products in FY 2022, including novel fungicide Evolution@ (in Brazil), providing three-way protection against Asian Soybean Rust, and insecticide Shenzir (chlorantraniliprole based, in Brazil and Mexico), that are expected to bring key solutions to growers, helping in consolidating market position. To strengthen on-the-ground farmer proximity, it offered consulting/ certification services for food value chain in Brazil, and digital services to support sustainable agriculture. As on March 31, 2022, there were 226 subsidiaries / associates / joint ventures across the globe.

UPL Ltd Chairman Speech

Dear Shareholders,

The pandemic has rigorously stress tested our collective human resilience in the past two years, and we have worked to fight back valiantly and look forward to a brighter future. However, its consequences would be felt for years to come. Learnings from it need to be put into practice at unprecedented speed and scale to ward off similar crisis in the future. The trajectory of how a health crisis snowballed into an economic one and further to a humanitarian emergency has come with a valuable lesson – the ardent need to deliver sustainable solutions for real impact. As an organisation, UPL has remained steadfast in its commitment to delivering innovative solutions to strengthen farmer resilience. We have established a distinct and differentiated farmers across the world by innovating at scale, enabling them to practice sustainable farming and ensuring a steady and reliable income. In the process, we have created a robust business model that is sustainable by design and capable of adapting to the changing times.

ENSURING GLOBAL FOOD SECURITY

As if the pandemic was not enough, the recent geopolitical tensions have come as a major blow to global food production and supply chains, making food less accessible and affordable especially to the vulnerable communities already reeling under loss of livelihood. With arable lands globally continuing to shrink under the pressure of a rising population, rapid urbanisation, desertification, floods, droughts and climate change, the need to transform the farm sector rapidly to create positive impact on yield and quality has never been so pronounced.

At UPL, we have prioritised global long-term solutions and are making the agricultural sector efficient and sustainable.

We have invested heavily to enhance our R&D capabilities across the globe, which enables us to identify and address even region-specific issues such as production efficiency and waste minimisation at the end of the product lifecycle. Our OpenAg network brings together farmers, food producers, consumers and supermarkets on a common platform to explore new ideas, methods, ways and answers towards sustainable farming and food security.

GIVING BACK TO SOCIETY

Our CSR efforts are directed towards empowering, strengthening and developing communities on a global scale. We undertake focused interventions in the areas of quality education, entrepreneurship, skill development, forestry, disaster management, proper sanitation and much more. Our collaborations with multiple NGOs across the world enhance our reach and widen the scale of social impact.

UPL'S ETHOS

We uphold the highest standards of corporate governance.

Our core values define who we are and help us in fulfilling our mission of making every single food product more sustainable. Our ambition to make a more equitable and fairer world pushes us to take more responsibility and

At UPL, we have prioritised global, long-term solutions and are making the agricultural sector efficient and sustainable.

We have invested in enhancing our R&D capabilities across the globe, which enables us to identify and address even region-specific issues such as production efficiency and waste minimisation at the end of the product lifecycle.

work harder. We have grown exponentially, guided by our experienced and diligent leadership team. We are committed to zero harm. However, our Ankleshwar unit experienced an unfortunate incident and five people sustained injuries. Our emergency response team worked alongside the local fire brigade to stabilise and tackle this unfortunate incident. We immediately launched an investigation to find the root cause behind this fire and implemented necessary measures to ensure that such incidents do not recur in the future in any of our locations. In a bid to reward our shareholders, we announced and completed a buyback of shares through open market route for about Rs 1,100 crore.

CONTINUING RESPONSIBLE LEADERSHIP

In addition to assisting farmers in making the most of their land, we contribute to a sustainable society. We make a conscious effort to reduce our carbon impact and provide more sustainable solutions. We have aligned with the UN SDGs and signed the climate pledge to show our dedication to sustainable farming and production methods and to continue to advance our company.

I take this opportunity to welcome Ms. Naina Lal Kidwai to the Board as Independent Director. Ms. Kidwai comes with rich experience in banking and other sectors. Her inclusion will strengthen the Board and help UPL achieve the value creation goals for its stakeholders. In conclusion, I express my sincerest gratitude to every stakeholder for their contribution in our journey so far. Without them, we would not have reached where we are today and would not be able to continue delivering impact.

R.D. Shroff
Chairman and Managing Director

   

UPL Ltd Company History

UPL Limited is a global generic crop protection, chemicals and seeds company. The Company is principally engaged in the agro-business of production and sale of agrochemicals, field crops, vegetable seeds and non agro business of production and sale of industrial chemicals, chemical intermediates & speciality chemicals. They operate in three segments: agro chemical, industrial chemicals and others. The agro chemicals segment consists of agrochemicals technicals and formulations. The industrial chemicals segment consists of industrial chemicals and speciality chemicals. The others segment consists of traded products. The company has also got a captive power plant in Jhagadia. The company offers a range of products that includes insecticides, fungicides, herbicides, fumigants, plant growth and regulators and rodenticides. They have 43 manufacturing sites, which includes nine in India, four in France and two in Spain. They operate in every continent and have a customer base in 123 countries with their own subsidiary offices in Argentina, Australia, Bangladesh, Brazil, China, Canada, Denmark, France, Germany, Hong Kong, Indonesia, Japan, Korea, Mauritius, Mexico, New Zealand, Russia, Italy, Turkey, Spain, South Africa, Taiwan, USA, UK, Vietnam, Zambia, Shanghai, Columbia and Netherland. UPL Limited was incorporated on January 2, 1985 with the name Vishwanath Commercials Ltd. In February 1985, the company went to public. In February 1994 R.D. Shroff along with his family and investment companies acquired 78.61% of the equity capital of the company and changed the company name to Search Chem Industries Ltd in 24, February 1995. In March 1995 the group reorganized the shareholding and as a result United Phosphorus Ltd acquired 75% of the equity capital of Search Chem Industries Ltd from the family and investment companies of R. D. Shroff. Subsequently, in August 1995, United Phosphorus acquired further 11,560 shares thereby resulting in total holding of 79.72%. As a result, the company became the promoter of the company. After the takeover, the company changed their business of trading in shares/debentures and had entered into the chemical business. In September 30, 2003, the manufacturing division of United Phosphorus was transferred to the company and the name of the company was changed from Search Chem Industries Ltd to United Phosphorus Ltd. In the year 2004, the company acquired 20% stake in Cropserve, a company based in South Africa. Also, they signed an agreement to acquire registration for production of Lenacil and Chloridazon from Agricola for UK, France and Italy. In the year 2005, the company acquired the CEQUISA and REPOSO S.A.I.C Argentina. They signed an agreement with Biocentury of China along with Nath Biogene (I) Ltd for transfer of technology related to Bt cotton. During the year 2005-06, the company made their first acquisition in Indian market in the form of SWAL Corporation Ltd, which is engaged in dealing in agrochemicals and fertilizer mixtures. Also, they acquired Advanta, Netherlands, a leading supplier of seeds and seed technologies to farmers and other industrial and non-industrial consumers, etc. During the year 2006-07, the company acquired three products from Bayer Crop Science, AG Germany. This resulted in broadening the product portfolio of the company. The company purchased the global Propanil herbicide business from Dow Agro Science LLC. Also, they purchased methyl business including Londax herbicide and all mixtures from DuPont Bensulfuron. Also, they acquired all the shares of Cerexagri group of companies, which specializes in manufacture of fungicides. In July 2007, the company through their UK subsidiary took over 100% stake in ICONA and ICONA San Luis S.A. (ICONA), a manufacturer and distributor of crop protection products headquartered in Buenos Aires, Argentina. In February 2008, the company purchased 100% stake in the Evofarms group of Companies (Evofarms), a major marketing company of generic products in the crop protection industry headquartered in Bogota, Colombia. During the year 2009-10, the company expanded the installed capacity of Industrial Chemicals from 39,600 Tonnes to 42,684 Tonnes. Also, they expanded the installed capacity of Pesticides from 110,608 Tonnes to 138,428 Tonnes. During the year 2010-11, the company acquired the global non-mixture Mancozeb fungicide business and related assets from DuPont, including existing inventory, manufacturing and formulation production facilities in Barranquilla, Colombia. This includes rights to registered brands for non-mixture mancozeb products, trademarks, as well as registrations and supporting regulatory data for those products, which include Manzate brand fungicides. During the year, the company acquired RiceCo LLC, USA along with their subsidiaries and certain assets of the international business of their affiliate company. In April 4, 2011, the company through their subsidiary purchased 50% stake in Sipcam Isagro Brasil SA earlier held by Isargo S.p.a., the Italian group. In July 26, 2011, the company acquired a 51% stake in DVA Agro Do Brasil (DVA Agro Brazil), a Brazilian company, from DVA Group, Germany and other shareholders. In January 2012, as per the scheme of amalgamation, the company's overseas subsidiary United Phosphorus Ltd (Mauritius) amalgamated with the company with effect from July 1, 2011. In 2012, the company acquired 100% Stake in SD Agchem Europe. In 2013, name of United Phosphorous Ltd. was changed to UPL Limited. In 2014, UPL Mexico received ESR Award. In 2015, the company entered into an agreement to subscribe to 40% Shares in Sinagro Group, a Brazilian Company in the State of Mato Grosso. UPL Ltd, through its subsidiary has completed the transaction to acquire 40 per cent in the Sinagro Group, a Brazilian company. The Board of Directors of UPL and Advanta Limited at their respective meeting held on 23 November 2015 approved the merger of Advanta Limited with UPL. Advanta is a member of the United Phosphorous group of companies. As per the merger scheme, Advanta shareholders holding 1 equity share of the company will be issued 1 UPL share. Additionally, the resident shareholders of Advanta will get 3 Optionally Redeemable Convertible Preference Shares of UPL for each share held in Advanta. The non-resident shareholders of Advanta will get 3 Compulsorily Convertible Preference Shares of UPL for each share held in Advanta. As per the scheme, Advanta GDR holders holding 1 GDR will be issued 1.06 GDR of UPL. Advanta is a global seeds company headquartered in India and with operating units in Argentina, Australia, India, Thailand, and the USA with a wide range of proprietary products in important field and vegetable crops that improve the productivity and profitability of the farmers in different parts of the world. On 15 June 2016, UPL announced that it has acquired a strategic 26% stake in Weather Risk Management Services Private Limited (WRMS) for cash consideration of about Rs 10 crore. UPL said that the collaboration with WRMS will help the company in providing farm services and precision farming solutions to the farmers and several other value added services to farmers. UPL would leverage on technology platform developed by WRMS to strengthen its relationship with farmers. WRMS is primarily engaged in providing agriculture risk management solutions which include weather information and forecast services, agriculture decision support services, precision farming services, crop insurance products to farmers. WRMS also provides data analytics services to sectors such as renewable energy. WRMS also manufactures automated weather stations that can record, store, transmit weather information on a real-time basis using mobile or wired telecommunication network, assembling and sale of vehicle tracking system that has capabilities like live tracking, temperature, fuel monitoring of vehicles and telecom equipment which is used at telecom base stations for power management, temperature control and monitoring of solar panels. WRMS is primarily engaged in India but has recently started projects in Bangladesh, Cambodia and other Asian countries. On 22 September 2016, UPL announced that it has divested its entire stake in its joint venture United Phosphorus (Bangladesh) Limited. On 9 December 2016, UPL announced that its wholly owned subsidiary based in Mauritius UPL Corporation Limited has sold its shares held in Villa Crop Protection (Pty) Limited to an affiliate of Land O' Lakes Inc., an American company. UPL Corporation owned 19.22% of the shares in Villa Crop Protection (Pty) Limited. For sale of the shares, UPL Corporation received consideration of approximately Rs 22 crore. On 30 March 2017, UPL announced that as a part of rationalization of its multiple entities, the company has entered into an agreement with Benmore Technologies Limited to sell its entire stake including all assets, liabilities, etc., in its overseas step-down subsidiary Agro trading Limited (formerly known as United Phosphorus Limited) based in Gibraltar. On 10 May 2017, UPL announced that the Supreme Court vide its order dated 8 May 2017 has upheld the judgment of the Competition Appellate Tribunal (COMPAT) to reduce the penalty levied on the company by Competition Commission of India (CCI) to Rs 6.94 crore from Rs 252.44 crore. UPL said that the company has already deposited the amount of penalty. On 25 May 2017, UPL announced that the company through its step down wholly owned subsidiary has subscribed to additional 9% shares in Sinagro Group, Brazil. After the acquisition of additional stake, UPL's interest in the Sinagro Group share capital will increase to 49% from 40%. UPL said that the transaction will lead to the enhancement of the already existing partnership between the company and Sinagro Group and the improvement of the business activities carried out by the Sinagro Group. Sinagro Group based out of Primavera de Leste in the state of Mato Grosso, is one of the leading distributors of farm inputs in the Cerrado region of Brazil and is also in the business of agricultural production and trading of grains. Brazil has the largest Soybean agrochemical market in the world and state of Mato Grosso is the leading Soybean producing state in Brazil. On 1 September 2017, UPL announced that it has purchased through its step down wholly owned subsidiary 33.33% shares in the capital of Serra Bonita Semetes S.A., a Brazilian company located in City of Buritis, State of Minas Gerais (Serra Bonita) from SinAgro Produtos Agropecu rios S/A, a Brazilian company (Sinagro). UPL said that the transaction will lead to establishment of new synergies between the company and Serra Bonita for the production and innovation of the high quality seeds, thereby enabling UPL to expand and explore the opportunities and enlarge territories in the seed production and innovation domain in Brazil. Serra Bonita is engaged in producing high quality seeds through innovation and has local expertise in Brazil. UPL, through its step down subsidiary in Brazil, having seed operations, is engaged in development of modern technologies and solutions through its research and development stations for producing high quality seeds. On 30 Jan 2018, UPL announced that the company through its subsidiaries has purchased the entire remaining 24.5% equity shares of UPL AGROMED TARIM ILACLARI VE TOHUMCULIK SAN. VE TIC. A.Sw. for 1.4 million euro, thereby making it a wholly-owned subsidiary of the company. The company incorporated in Turkey is engaged in sales of crop protection products. On 5 March 2018, UPL announced that its wholly-owned subsidiary UPL Corporation Limited (formerly Biowin Corporation Limited) has successfully completed the pricing of its US$ 300 million senior unsecured notes (Notes) at 4.5 % per annum, due 2028. The Notes have been rated 'BBB-' by Fitch, and 'BBB-' by S&P. An application is filed to the Singapore Stock Exchange for the listing of the Notes. On 16 March 2018, UPL announced that it has completed a transaction in which the company through its step down wholly owned subsidiary has subscribed further shares in the Sinagro Group, along with other investors, resulting in dilution of UPL's existing shareholding in Sinagro Group to 45% from 49%. UPL said that the additional funding of the Sinagro Group by UPL through its step down wholly owned subsidiary and other investors through this transaction will lead to improvement of the business activities carried out by the Sinagro Group. During the year 2018-19,the company through its subsidiary, UPL Corporation Limited in Mauritius, acquired Arysta LifeScience. In terms of regional presence, Arysta's stronger presence in Africa and Eastern Europe means that the combined entity will be able to offer a wide basket of solutions for various raw crops and specialty crops across a broad swathe of countries. During the year 2018-19, the company introduced 72 herbicides, 63 fungicides, 75 insecticides, six seed treatment products and 10 adjacent technology products. On 04 July 2019,the company allotted 25,46,71,335 fully paid up equity shares of Rs 2 each as bonus shares to the shareholders in the ratio of 1:2. As on 31 March 2021, the company had 204 subsidiaries across the globe. During the year 2021, Company launched a 25,000 hectare OpenAg farm in the state of Mato Grosso in Brazil. It partnered with various farmers and farming companies and through this collaboration. It collaborated with Telesense in January 2021 for their innovative post harvest digital solution ? scalable sensor on an artificial intelligence platform. It collaborated with FMC in March 2021 to gain early access to Chlorantraniliprole (CTPR). In FY'21, the Company made one acquisition in China, two acquisitions in Chile & one acquisition in Costa Rica to plug market gaps and expand portfolio. It made strategic product alliance with FMC for one AI and Meiji for another to expand product pipeline significantly. In FY'22, the Company launched The Radicle Carbon and Soil Challenge in partnership with Radicle Growth, to pool the best ideas, innovators, start-ups and scientists that will help protect and preserve one of our most valuable natural assets: soil. The challenge provides a platform to explore disruptive and innovative technologies across the entire food value chain, covering soil health, digital tools, supply chain tech, biologicals, plant nutrition, fintech, carbon markets, MRV, new business models, and livestock management. The winning two startups received US$ 1.25 million of equity investments from the Company. During the FY'22, the Company launched Triskeler and Trishukr, which is India's first approved three-way foliar herbicide for controlling grasses, broad leaves and sedges for sugarcane. As part of its global FMC collaboration, it completed the construction of manufacturing plant in India for Chlorantraniliprole (CTPR) insecticide, with qualifications on-going for production commencement by Q2 FY 2023. Shenzir, the first Chlorantraniliprole based solution, was also launched in India in FY 2022, with new value-added solutions expected in the future. In FY'22, the Company launched key new products in FY 2022, including novel fungicide Evolution@ (in Brazil), providing three-way protection against Asian Soybean Rust, and insecticide Shenzir (chlorantraniliprole based, in Brazil and Mexico), that are expected to bring key solutions to growers, helping in consolidating market position. To strengthen on-the-ground farmer proximity, it offered consulting/ certification services for food value chain in Brazil, and digital services to support sustainable agriculture. As on March 31, 2022, there were 226 subsidiaries / associates / joint ventures across the globe.

UPL Ltd Directors Reports

Dear Members,

Your Directors have the pleasure of presenting a report on the business performance and the audited consolidated and standalone financial statements of your Company ("the Company" or "UPL") for the financial year ended March 31, 2022.

FINANCIAL RESULTS
Rs in crores
Particulars Consolidated Standalone
2021-22 2020-21 2021-22 2020-21
Total Income 46,521 38,952 17,080 11,458
EBITDA 10,165 8,559 2,688 1,733
Depreciation/amortisation 2,359 2,173 1,044 977
Finance Cost 2,295 2,060 377 307
Exceptional items 324 238 6 15
Profit / (Loss) from Associates 134 42 - -
Profit before tax 4,966 4,181 1,261 434
Provision for taxation:
Current tax 1,096 831 220 195
Deferred tax (567) (145) (135) 19
Profit after tax 4,437 3,495 1,176 220
Minority interest 811 624 - -
Net profit for the year 3,626 2,871 1,176 220

OPERATIONAL PERFORMANCE

UPL is focused on facilitating progress for the entire agricultural value chain. We are building a network that redefines the way an entire industry thinks and works open to fresh ideas, innovative ways and new answers as we strive towards our mission to make every single food product more sustainable.

FY 2022 was a year of challenging macro-environment, input cost inflationary pressures and supply chain disruptions. Inspite of difficult conditions, we registered strong performance during the year. UPL's consolidated revenue from operations increased by ~19% to Rs46,240 crores from Rs38,694 crores in FY 2021. EBITDA increased by 19% to Rs10,165 crores from Rs8,559 crores in FY 2021. The net profit also witnessed a growth of 26% toRs3,626 crores from Rs2,871 crores in FY 2021. For more details of the financial performance please refer to the Management Discussion and Analysis Report.

We have launched nurture.farm, a platform to provide technology-led solutions to farmers with over 1.4 billion farmers on board in India. The program provides crop solutions and advisory services, farm mechanisation services, social support services, insurance and medical support and also educates farmers on sustainable agricultural practices that are normally inaccessible to small holder farmers.

We have been able to significantly outperform the guidance given at the start of the year, with nearly every region seeing double-digit growth while we continue to prudently invest towards ensuring reliable growth going forward. The region-wise performance for FY2022 was as under:

Latin America

Owing to solid pricing, new product launches and strength of our herbicide portfolio, the Latin American region grew by 21% year on year. The growth was majorly driven by Brazil, primarily in herbicides and insecticides.

North America

Herbicides led by glufosinate products and a strong growth in insecticides helped in marking a strong year with 37% growth. Better commodity prices, tight supply and favorable channel stock further supported the growth.

Europe

Europe saw an increase of 7% in FY 2022 which was led by fungicides, herbicides and NPP BioSolutions, despite significant losses due to product bans and Russia-Ukraine conflict since February 2022.

India

The Indian region saw a strong growth as we grew year on year by 22%. The revenue increase was driven by herbicides and new product launches including ShenziR, TriskeleR and TrishukR. The Company achieved robust growth despite adverse market conditions. The growth was also supported by overall favourable commodity prices for cash crops, pulses and oilseeds.

Rest of the World

Despite the supply chain constraints, the rest of the world region witnessed a growth of ~11%. The growth was majorly driven by fungicides, herbicides and insecticides.

DIVIDEND

The Board has recommended a dividend of 500% i.e. Rs10/- per equity share of Rs2/- each for the financial year ended March 31, 2022, which if approved at the forthcoming Annual General Meeting (“AGM”), will be paid to all those equity shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited. The total dividend pay-out will amount to approx. Rs759 crores (including tax). The dividend recommended is in line with the dividend distribution policy of the Company and the policy is available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies. History of dividends declared by the Company since FY 2004 (i.e. since demerger) is available on the website of the Company at https://www.upl-ltd.com/investors/ shareholder-center/dividend-history.

FINANCE a) Deposits

During FY2022, the Company did not accept any deposit within the meaning of Chapter V of the Companies Act, 2013.

b) Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments are given in the note nos. 5, 6 and 32 to the standalone financial statement.

c) Changes in Paid-up Share Capital, Buyback and GDR

During the year, no new equity shares were issued and allotted. The paid-up share capital of the Company as at March 31, 2022 was 1,52,80,90,912/- comprising of 76,40,45,456 equity shares of face value of 2/- each. On December 23, 2021, the Company admitted its GDR programme (listed on Singapore Stock Exchange) for trading on the International Order Book (IOB), London Stock Exchange's electronic trading platform for Global Depositary Receipts.

The Members of the Company at the Extra-ordinary General Meeting held on March 30, 2022 approved buyback of equity shares of the Company at a price not exceeding Rs875/- per equity share for an aggregate amount not exceeding Rs1,100 crores by way of ‘Open Market' through the Stock Exchanges. The details of buy back are available on the website of the Company on the following link https://www.upl-ltd.com/ investors/shareholder-center/buy-back.

d) Transfer to Reserves:

The Company does not propose to transfer any amount to the reserves.

LISTING OF COMMERCIAL PAPERS

The Company has issued Commercial Papers amounting to 4,150 crores during FY 2021-22. All the Commercial Papers were listed on National Stock Exchange of India Limited. The Company has not defaulted on any of its dues to the financial lenders.

The borrowings are rated by CRISIL & CARE. The details of ratings are provided in the Corporate Governance Report which forms a part of this report.

ENVIRONMENT AND SUSTAINABILITY

At UPL, we create value in a responsible manner, supported by our sustainability strategy. The conservation and responsible use of natural resources is not just one of our sustainability objectives, but also represents an essential business imperative. We consistently strive to align our business activities to global sustainability goals and targets, mitigating environmental risks and enabling positive environmental impact.

Some of the major achievements of this year are summarized below:

1. UPL included in Dow Jones Sustainability Year Book 2022.

2. ESG rating agency from Netherlands “Sustainalytics” rated UPL No. 1 among all agro-chemical companies globally.

3. Scored higher international sustainability rating (DJSI, FTSE & Sustainalytics) in all three dimension (environment, social & governance) from industry average.

4. Implemented Stream Identification & Segregation for better wastewater management & treatment.

5. UPL has taken steps towards achieving Zero Liquid Discharge (ZLD) for its two more manufacturing plants (PL-00 Vapi and PL-01 Ankleshwar) for recycling and reuse of wastewater.

A. International Sustainability Rating

1.1. Dow Jones Sustainability Indices (DJSI):

UPL DJSI rating has improved 214% in last 5-years. UPL scored higher rating in all three dimension from industry average. UPL scored highest in environmental dimension out of three dimensions i.e. Economic, Environmental & Social.

1.2. FTSE Russell ESG Rating:

UPL's FTSE score in 2020-21 was 3.6 out of 5 which is 112% improvement in last 5-years. UPL was awarded and listed in FTSE 4 Good Index for strong environmental, social and governance practices which were measured against globally recognised standards. UPL scored higher rating in all three dimension from industry average while scoring highest in governance dimension out of three dimensions i.e. Governance, Environmental & Social.

B. Future Sustainability Initiatives

At UPL, Sustainability is driven by smarter innovation and profitable growth. We believe that a business can be profitable by adopting sustainable practices ensuring harmony with the society and environment. Our major future sustainability initiatives by 2025 are summarized below:

NEW TECHNOLOGY ADOPTION:

In line with our mission of ‘going beyond environmental compliances' UPL has taken steps towards achieving Zero Liquid Discharge (ZLD) for its two more manufacturing plants (PL-00 Vapi and PL-01 Ankleshwar) for recycling and reuse of wastewater. The Green Cell department has added value to achieve this objective by effective wastewater streams segregation and characterization for their proper treatment and selection of right technologies to minimize the environmental footprint in a techno-economical way.

1.1. Water management at PL-00 Vapi

For recycling and reuse of approximately 750 KLD wastewater at PL-00, following strategies were adopted: a) Identification, sampling, and Characterization of all wastewater streams. b) Wastewater segregation for ETP, MEE, Scaleban and RO treatment. c) Through segregation, overall TDS of ETP wastewater streams brought down from ~15000 ppm to <5000 ppm. d) Scaleban system for recycling of high TDS RO reject into cooling towers. e) MEE for very high TDS wastewater streams evaporation and condensate treatment in ETP after establishing its biological treatability potential.

1.2. Water management at PL-01, Ankleshwar

For recycling and reuse of approximately 550 KLD wastewater at PL-01, following strategies were adopted: a) Identification, sampling, and Characterization all wastewater streams.

b) Wastewater segregation for ETP, Forward osmosis, strippers, MEE, Scaleban and RO treatment. c) Implemented stripper technology to treat high and low TDS IKI wastewater separately for ammonia reduction and hypo elimination at ETP. d) Through segregation, overall TDS of ETP wastewater streams brought down from ~20000 ppm to <5000 ppm. e) Scaleban system for recycling of high TDS RO reject into cooling towers. f) Forward Osmosis for moderately high TDS streams. g) MEE for very high TDS wastewater streams evaporation and condensate treatment in ETP.

RESEARCH AND DEVELOPMENT

Company's mission “Change the game to make every single food product more sustainable” is very much inculcated in the minds of scientists working in the Research and Development Centres of the Company, located across the globe.

Significant investments have been made to enhance Research and Development capability by creating more laboratory work- space, adding new equipment and instruments and employing additional human resources. The human resources are highly qualified, intelligent, and committed scientists, who work tirelessly to offer solutions to farmer's pain points. The scientists develop crop protection products and processes that can be considered as sustainable, cost-effective, environment friendly, safe and most importantly affordable to the end user, the farmer.

It is important to take into consideration environmental effects as well as safety of the products and processes. Care is taken at Research and Development Centres to incorporate aspects of atom economy and principles of green chemistry. The products and the processes are critically evaluated for hazard and safety prior to commercialization.

Innovative combination products, to provide effective pest management solutions, are developed in various Research and Development Centres, and marketed worldwide to support farmers globally. All the products which get commercialized are tested internally and then at GLP certified laboratories for data generation. These tests include testing of chemical properties, toxicity, impurity profile, stability and packaging compatibility, bio-residue and so on.

Production of Specialty Chemicals and Industrial Chemicals are Company's ambitious plan. To meet with the demands, Research and Development Centres design processes which can be effectively used for large scale production and are viable, safe and economical.

Intellectual Property is created for innovative products, combinations, and processes by applying for patents in many countries. Safeguarding of IP is crucial and vigilant in-house IP team takes care of this. At the same time Company respects others' IP and makes sure that there is no violation, while commercialization of products and processes.

CORPORATE SOCIAL RESPONSIBILITY

At UPL, our fundamental belief is simple “nothing is impossible”. The two core UPL values “Always Human” and “Open Hearts” are guiding force of our CSR initiatives. Hence our interventions are not restricted to the development of our neighbouring communities only, as we work on initiatives that cater to the wider national interest. At UPL, we believe in a holistic and sustainable growth of society. Our commitment and interventions cater to all the segment of the society and have been classified in focus areas: (a) Institution of excellence; (b) Sustainable Livelihood; (c) Nature Conservation; and (d) Local and National Need.

Our CSR values are shared across the globe and development initiatives are being undertaken in 30+ countries like Argentina, Brazil, Belgium, Colombia, Cote d'Ivoire, India, Kenya, Mexico & UK and implementing & supporting more than 80 development interventions benefiting more than 70 communities across continents. We have impacted around 0.5 million lives globally through our CSR initiatives. Few initiatives undertaken in FY 2021-22 are:

One Billion Hearts Initiative at Cote d'Ivoire with

The Heart Fund to provide universal access to cardiovascular health for 1 billion people by 2030.

Promote and raise awareness about sustainable development in agriculture and education in society through football with FIFA Foundation.

Partnership with Oxford India Centre for Sustainable Development (OICSD) at Somerville College, University of Oxford, UK to advance education on sustainability with a greater focus on small-holder farmers in the developing world.

Establish Centre of Excellence (CoE) on process safety management.

Backward and forward linkages for farmers through formation, nurturing and strengthening of Farmers Producer Company.

Toilet and Sanitation Project in India by construction of toilets to improve school sanitation and drive household hygienic behavior through school children: Constructed 57 sanitation blocks, mostly in community schools. The said facility is being used by more than 14,500 students and 3,000 commuters a day.

United Against Child Labour project in India - A proactive initiative to eliminate all forms of child labour in seed supplier farms and to ensure education for all children. In last two years, the project reached 6 states which sensitized more than seed 3,500 growers.

Global Parli & Vandri Cluster in India to transform rural village through revival and empowerment.

Supporting “Project Ekal Vidyalaya” in Maharastra & Madhya Pradesh which aims at creating one teacher schools in the remotest parts of the country. More than 15000 students benefited so far.

UPL is working on installing “Solar Light” in various locations of India as a community development initiative. We have installed 120 Solar Lights in Barmer, Rajasthan and 95 solar lights in Singhbara, Morena, Madhya Pradesh.

COVID-19 Relief work

The 2nd wave (Delta Variant) of COVID-19 impacted India like a storm. UPL responded to the current need of saving human lives using its strength in innovation and CSR driven contributions, details of which are as under:

UPL in India pioneered the conversion of nitrogen plants to oxygen plants through our team of engineers & scientists within 72 hours of the second wave on April 23, 2021.

100+ industry players, government & private institutions were trained through knowledge sharing forums / webinars on Nitrogen PSA plant to oxygen plant conversion in the 3rd & 4th week of April 2021.

Helped 5 hospitals in India to achieve self-sufficiency in oxygen through this innovation.

Procurement of new oxygen plants: Delivered 4 new oxygen plants (Cap 960 LPM) which is catering to 400 beds each in Indore, Gwalior and Varanasi and these 4 new plants are catering to 1600+ beds across 4 different hospitals. Airlifted ZMS (Zeolite Molecular Sieve) from Germany to carry out more Nitrogen to Oxygen conversions in the 4th week of April 2021.

500+ oxygen cylinders refilled across hospitals in Gujarat at a very short notice in the 3rd week of April 2021.

Set up Covid-19 centres at Jhagadia, Netrang, Ankleshwar and Mandva catering to 300 beds, including Oxygen Supply in the 3rd week of April 2021.

30+ Ventilators and 90 Oxyflow Meters arranged and provided at 3 hospitals in Ankleshwar, Bharuch and Vadodara when there is scarcity for the same.

1200 Jumbo Oxygen Cylinders provided at covid isolation center in Bharuch.

500 Pulse Oxymeters provided to ASHA workers in Gorakhpur.

37 Oxygen Concentrators provided to 3 Hospitals in Gwalior, Barmer and Bangalore.

10000+ Covid-19 Medicine Kits provided at Muzaffarnagar, UP by end of June 2021.

For detailed report on Corporate Social Responsibility, please refer to the section ‘Social Initiatives' in the annual report and Annexure 1 to this Board's Report.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has always strived to conduct its business fairly, ethically and with integrity. In line with this belief, the Company has in place a robust whistle-blower policy to deal with any fraud, irregularity, or mismanagement in the Company. The Chairman of the Audit Committee oversees the whistle-blower policy. This policy aims to encourage employees and directors who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The policy aims to provide an avenue for employees and directors to raise concerns and reassure them that they will be protected from reprisals or victimization for whistleblowing in good faith. This Policy is in addition to the Company's Global Code of Conduct, which empowers its stakeholders to make protected disclosures through the reporting channels consisting of designated e-mail address, hotline, and customised web-portal, details of which are prescribed under the Policy and the Code. On a regular basis, the Company undertakes all efforts to create awareness among the employees about the Policy including the new joinees during the year.

The policy is available on the website of the Company under Investors section at https://www.upl-ltd.com/investors/ corporate-governance/policies.

PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE WORKPLACE

The Company is committed in creating and maintaining a secure and safe work environment that enables its employees, agents, vendors and partners to work free from unwelcome, offensive and discriminatory sexual behavior and without fear of prejudice, gender bias and sexual harassment. In order to deal with sexual harassment at workplace, the Company has implemented a gender-neutral policy Prevention and Redress of Sexual Harassment Policy (“Policy”).

The Policy applies to all those employed and associated with UPL and its subsidiaries irrespective of whether they are regular, temporary, ad hoc or daily wage basis employees. The Policy also covers all contract workers, consultants, retainers, probationers, trainees, and apprentices or called by any other such name engaged by us whether the terms of their employment are expressed or implied.

A knowledgeable and experienced Internal Complaints Committee comprising mainly of women and an unbiased third party is currently functional to attend and redress complaints that arise under this Policy. Further, there are sub committees at unit locations to ensure strict adherence to this policy and keep the workplace free from biases and prejudices. The Internal Complaints Committee has not received any formal complaint during FY2021-22. All employees are mandated to attend a classroom training and confirm their adherence to the rules as mentioned on Company's website. During FY2021-22, a refresher POSH workshop was conducted for 31 Committee members online for 2 days by Company's external partners and 2082 employees, who acknowledged to comply with the POSH policy. During the year, UPL also tied up with an external partner to launch an extensive e-training on POSH, Code of Conduct and Anti Bribery across all markets, in 7 global language and mandated for all the employees as well as new joinees.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls. The Company has adopted policies and procedures covering all major financial and operating functions. These controls have been designed to provide reasonable assurance over:

Accuracy and completeness of the accounting records

Compliance with applicable laws and regulations

Effectiveness and efficiency of operations

Prevention and detection of frauds and errors

Safeguarding of assets from unauthorized use or losses

The Company has an in-house Internal Audit department with a team of qualified professionals. The internal audit department prepares an annual audit plan based on risk assessment and conducts extensive reviews covering financial, operational and compliance controls. In addition, the Company has also appointed reputed external audit firms for carrying out the internal audit reviews. Improvements in processes are identified during reviews and communicated to the management on an ongoing basis. The Audit Committee of the Board monitors the performance of the internal audit team on a periodic basis through review of audit plans, audit findings and issue resolution through follow-ups. Each year, there are at least four meetings in which the Audit Committee reviews internal audit findings.

Internal Audit function plays a key role in providing to both the management and to the Audit Committee, an objective view and re-assurance of the overall internal control systems and effectiveness of the risk management processes and the status of compliances with operating systems, internal policies and regulatory requirements across the Company including its subsidiaries.

Compliance with laws and regulations is monitored through a well-implemented Compliance tool that requires individual functions to confirm and report statutory compliances with all laws and regulations concerning their respective functions.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria. Essential components of internal controls are followed as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Company has developed and implemented a Risk & Control Framework to ensure internal controls over financial reporting. This framework includes testing and monitoring over entity level controls, process level controls and IT general controls. The entity level controls include testing and monitoring of compliance to business policies. The process level controls include a risk control matrix for monitoring key business processes. The IT general controls include monitoring of the overall IT environment, computer operations and access to programs and data.

On a periodic basis testing of entity level controls, process level controls and IT general controls is carried out and status of testing of controls is presented to the Audit Committee. During the year, controls were tested and no reportable material weaknesses in design and effectiveness were observed.

RISK MANAGEMENT FRAMEWORK

In today's VUCA world, achieving our business goals makes it imperative for us to stay focused on how we manage our key enterprise-wide risks in an efficient effective manner.

To achieve above stated objective, UPL has developed and implemented Enterprise Risk Management (ERM) framework, benchmarked with leading international risk management standards such as ISO 31000 and Committee of Sponsoring Organisation of the Treadway Commission (‘COSO').

Enterprise Risk Management (ERM) framework facilitates structured approach to identify enterprise-wide risks that may impact the organization's strategic business objectives. While achievement of strategic objectives is the key driver, our values, culture, obligation and commitment to employees, customers, investors, regulatory bodies, partners and the community around us are the foundation on which our ERM framework is developed. Systematic and proactive identification of risks and mitigation thereof enable effective and quick decision-making and boosts the performance of the organization.

Over the years, the risk management practices implemented by UPL have evolved significantly. UPL has adopted a risk management policy to ensure common, organisation wide understanding of ERM by defining key ERM principles to be adhered across UPL. UPL has adopted a consistent Framework and standard process across business functions to ensure a co-ordinated and integrated approach for managing risks and opportunities across the organization. It has also adopted an ERM Standard which intends to reinforce the commitment of UPL to effectively manage the existing and evolving risks and harness the underlying opportunities while safeguarding the business value to achieve its strategic objectives.

UPL ERM Framework defines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance. The Company has also appointed a dedicated Enterprise Risk Management (ERM) team and is formally identifying Risk Champions across functions to ensure effective and consistent deployment of ERM framework across the Company. The Company has developed and implemented the combination of top-down, bottom-up and outside-in approach to identify and mitigate macro strategic and external risks emanating from business strategies. It provides guidance to the business for identifying, assessing, prioritizing, responding, monitoring and reporting any risk or potential threat to these objectives in a consistent manner. The risk management framework encourages businesses to identify relevant risks and opportunities in line with the short-term and long-term strategic business plans. The overall ERM program developed by UPL rests on the foundation of continuous training and development of employees on risk management to enhance the awareness of ERM framework and strengthen risk-informed decision-making culture.

Pursuant to Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 (“SEBI Listing Regulations”), a Risk Management Committee, consisting of Mr. Rajnikant Shroff, Chairman and Managing Director, Mr. Arun Ashar Director Finance, Dr. Vasant Gandhi, Independent Director, Mr. Anand Vora, Global Chief Financial Officer and Mr. Raj Tiwari, Chief Supply Chain Officer has been formulated and institutionalised. The Risk Management Committee conducts integrated risks and performance reviews along with the Senior Executives engaged in different functions. The Committee reviews identified risks, the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks. The Committee also facilitates provision of adequate resources for business to effectively mitigate critical risks and ensure business value is protected and enhanced at all times. The Committee also maintains a continuous oversight to ensure the risk management framework is effectively integrated with the core functions such as Strategic Business Planning, Capital Allocation and assurance providing functions such as Internal Audit, Internal Controls, Compliance Management etc. to enhance the business resiliency and provide portfolio view of the risks.

Risk Management Highlights of the Year

During the year, our focus was on extending adoption of the new integrated ERM framework, ERM Policy and ERM Standard across the organization and strengthening the risk management program.

For more details on the risks and their mitigation plans, please refer to Management Discussion and Analysis report in this annual report. The Risk Management Policy of the Company is available on the website at https://www.upl-ltd. com/investors/corporate-governance/policies.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company has several subsidiary companies and associates spread across the globe. Crop protection product companies need local registrations to enable them to sell their products in different countries in the world. These registrations are granted by the local government body of each country to a local entity established in that country. As on March 31, 2022, there were 226 subsidiaries / associates / joint ventures across the globe. Most of these subsidiaries and associate companies are marketing arms and their main activity is confined to marketing by servicing their local market with greater efficiency and ensuring timely availability of different products of the Company. Some other entities are holding companies which hold investments in other group entities.

The details of essential parameters of each subsidiary / associate company / joint venture such as share capital, assets, liabilities, turnover, profits before and after tax are given separately under the Statement of AOC-1 Form forming part of the Annual Report. Subsidiary Financials are available on Company's website at https://www.upl-ltd. com/investors/shareholder-center/subsidiary-financials.

The companies which were newly added or ceased to be subsidiaries / associate / joint ventures during the year are as follows:

(I) Subsidiary Companies: Country
Additions during the year:
Acquisitions
PT EXCEL MEG INDO Indonesia
PT Ace Bio Care Indonesia
Newly Incorporated
Decco Holdings UK Ltd United Kingdom
Advanta Seeds Holdings UK Ltd United Kingdom
Advanta Holdings US Inc. USA
UPL Crop Protection Investments UK Limited United Kingdom
UBDS COMERCIO DE PRODUTOS AGROPECUARIOS S.A Brazil
UPL Investments Southern Africa Pty Ltd South Africa
UPL Ltd, Cayman Cayman Island
UPL Health & Nutrition Science Holdings Limited United Kingdom
UPL Animal Health Holdings Limited United Kingdom
UPL Investments UK Limited United Kingdom
Cessations during the year:
Cessations
Callietha Investments (Pty) Ltd South Africa
Volcano Chemicals (Pty) Ltd South Africa
Arvesta Corporation USA
(I) Subsidiary Companies: Country
Arysta LifeScience (Shanghai) Co., Ltd. China
ANESA S.A. Belgium
Tesaurus Mexico S.A. de C.V. Mexico
Federation of Agri-Value Chain, Manufacturers and Exporters (Viz FAME) India
Agri Net Solutions Limited India
Mergers
Omega Agroindustrial, S.A. de C.V. Mexico
Servicios Agricolas Mundiales SA de CV Mexico
UPL Limited (formerly known as UPL Agro Limited) Mauritius
Arysta LifeScience Vostok Ltd. Russia
Arysta LifeScience RUS LLC Russia
(II) Associate Companies:
Additions
Pixofarm GmbH Austria

MATERIAL SUBSIDIARY

As on March 31, 2022, the Company has 6 unlisted material subsidiaries as per the parameters laid down under SEBI Listing Regulations. These material subsidiary companies are: UPL Corporation Limited, Mauritius, UPL Do Brasil - Industria e Comercio de Insumos Agropecuarios S.A., UPL Agricultural Solutions Holdings BV, UPL Holdings BV, UPL Agrosolutions Canada Inc. and UPL NA Inc. None of these subsidiaries have sold, disposed off or leased more than 20% of its assets during the current year. The Company's policy on material subsidiaries can be accessed at https:// www.upl-ltd.com/investors/corporate-governance/ policies.

RELATED PARTY TRANSACTIONS

All related party transactions (“RPT”) entered into during the year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.

The policy on RPTs was amended on January 31, 2022 by the Board of Directors to incorporate the changes introduced by SEBI in the SEBI Listing Regulations. The policy as approved by the Board is available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/policies.

During the financial year 2021-22, SEBI amended the provisions relating to RPTs pursuant to which approval of the Members of the Company is required for entering into material RPTs effective April 1, 2022. The Company at the Extraordinary General Meeting held on March 30, 2022 obtained approval of the Members for continuing / undertaking RPTs which may exceed the materiality threshold of Rs1,000 crores and which are in the ordinary course of business and on arms' length basis.

Detailed disclosure on related party transactions as per Ind

AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements. Disclosure on related party transactions on half year basis are also submitted to the stock exchanges.

INSURANCE

All the properties and operations of the Company, to its best judgement have been adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material order passed by the Regulators or Courts which impacts the Company's ability to continue as a going concern.

AUDITORS a) Statutory Auditor

At the 33rd Annual General Meeting of the Company held on July 8, 2017, the Members of the Company appointed B S R & Co. LLP, Chartered Accountants (ICAI

Firm Registration Number 101248W/W-100022) as the Statutory Auditor of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 (five) years from the Company's financial year 2017-18. They will hold office till the conclusion of the ensuing 38 th Annual General Meeting (“AGM”) of the Company.

Pursuant to the provisions of Section 139 of the Act, the Board of Directors of the Company, based on the recommendation of Audit Committee, recommends reappointment of B S R & Co. LLP, Chartered Accountants, Mumbai for a further period of five (5) years i.e. upto the conclusion of 43rd AGM. The statutory auditor has confirmed that they are not disqualified from re-appointed as auditor of the Company. The Company has also received a letter from them confirming their eligibility to be re-appointed as the statutory auditor of the Company.

There are no instances of any fraud reported by the statutory auditor to the Audit Committee or the Board pursuant to Section 143(12) of the Act. The Auditor's Report on standalone and consolidated financial statements for the year ended March 31, 2022 forms part of the Annual Report and contains an unmodified opinion without any qualification, reservation or adverse remark.

b) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereto, the cost records maintained by the Company are required to be audited. The Company has maintained cost records as per the requirements of the Companies (Cost Records and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee, has appointed M/s. RA & Co., Cost Accountants to audit the cost records of the Company for the financial year 2022-23 at a remuneration of 10,75,000/- (Rupees Ten Lakhs and Seventy-Five Thousand only). The Company has received a certificate of eligibility from the cost auditor for the appointment. As per the provisions of the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for approval / ratification. Accordingly, a resolution seeking Member's approval for the remuneration payable to M/s. RA & Co., Cost Auditor is included in the Notice convening the AGM.

The Cost Audit Report for the financial year 2020-21 was filed with the Ministry of Corporate Affairs on August 12, 2021. The Cost Audit Report for the financial year 2021-22 will be filed before the due date.

c) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to conduct secretarial audit for the financial year 2021-22. The Report of the Secretarial Auditor is annexed to this report as Annexure 3. The report of the Secretarial Auditor for the financial year 2021-22 is unmodified and does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. N. L. Bhatia & Associates to conduct the secretarial audit for the financial year 2022-23. They have confirmed their eligibility for the appointment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 (“the Act”) and Articles of Association of the Company, Mr. Vikram Shroff (DIN: 00191472) Director of the Company, retires by rotation at the forthcoming AGM of the Company and being eligible has offered himself for re-appointment. An ordinary resolution in this regard has been proposed for approval of the members. The information of Mr. Vikram Shroff seeking re-appointment, as required pursuant to Regulation 36(3) of SEBI Listing Regulations and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, is provided in the notice convening the 38th AGM of the Company.

During the year, the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Naina Lal Kidwai (DIN: 00017806) as an Additional Director (Non-Executive and Independent) effective October 1, 2021 for a period of 5 years. The appointment was approved by the Members of the Company at the Extraordinary General Meeting held on March 30, 2022.

All the independent directors of the Company as on March 31, 2022 have given requisite declarations stating that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(b) of SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).

As on March 31, 2022, the Company had the following Key Managerial Personnel as per Section 2(51) of the Act:

1. Mr. Rajnikant Shroff Chairman and Managing Director

2. Mr. Arun Ashar Whole-time Director

3. Mr. Anand Vora Global Chief Financial Officer

4. Mr. Sandeep Deshmukh Company Secretary and Compliance Officer

EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of Companies Act, 2013 and the SEBI Listing Regulations, the evaluation process for performance of the Board, its various committees, individual directors and the Chairman of the Board and respective Committees was carried out during the year. Each director was provided a questionnaire to be filled up providing feedback on the overall functioning of the Board, its Committees and contribution of individual directors. The questionnaire covered various parameters such as structure of the Board/Committees, board meeting practices, overall board effectiveness, attendance/ participation of directors in the meetings, etc. The directors were also asked to provide their suggestions for areas of improvement to ensure higher degree of engagement with the management.

The Independent Directors during the year, completed evaluation of Non-independent/Non-promoter Directors and the entire Board including the Chairman. The Independent Directors expressed satisfaction on overall functioning of the Board, various committees as well as all the directors of the Company. They appreciated the knowledge and expertise of the Chairman and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of corporate values and culture of the Company.

The Board also discussed the report of performance evaluation and its outcome.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board has seven committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, Sustainability Committee and the Finance and Operations Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board. The Board met seven times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on the Board, its Committees, its composition, terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed and adopted the Nomination and Remuneration Policy for selection, appointment and removal of directors, senior management, key managerial personnel (KMP) including their remuneration. The Board recognises that various Committees of the Board have a very important role to play in ensuring the highest standards of corporate governance. The Chairman of the Board and other Directors form the broad policies and ensure their implementation in the best interests of the Company.

The criteria for selection of directors, senior management and KMP inter-alia include qualifications, experience, expertise, integrity, independence of the directors and board diversity.

The remuneration to non-executive directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. As per the approval given by the members, the said commission shall not exceed 1% of the net profits of the Company. All the independent directors are paid commission on uniform basis. The Independent directors are not entitled to any stock options.

The remuneration to the Managing Director and other Executive Director is broadly divided into fixed and variable components. The fixed components comprises of monthly salary, allowances, perquisites, and other retirement benefits. The variable component comprise of performance based annual commission. The remuneration payable to them is subject to approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company. In respect of senior management, the remuneration is based on their performance, Company's performance, individual targets achieved, industry benchmark and compensation trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits.

The Nomination and Remuneration Policy and Executive Compensation Policy are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/policies.

FA MIL I A R I S AT ION PROGR A MME FOR INDEPENDENT DIRECTORS

Pursuant to the SEBI Listing Regulations, the Company has devised a familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

Through the familiarisation programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company's vision, core values, ethics and corporate governance practices.

At the time of appointment of independent director, a formal letter of appointment is given to them, which explains their role, responsibility and rights in the Company. Subsequently they are apprised of the Company's policies on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to apprise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company.

Details of familiarisation programme of Independent Directors are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies.

HUMAN RESOURCES

The Company continuously strives to be the best globally in all the domains of its operations and believes that its employees are the core foundation of this vision. The HR strategy is committed to creating an engaging workforce and an inspirational leadership that continuously powers this vision.

As on March 31, 2022, the Company, including group companies and subsidiaries, had 6,931 employees in India and 13,054 employees globally.

Key initiatives undertaken for Employees Continuous Performance

The implementation of myUPL (HRIS) platform helped in focusing on goals and targeting achievements. Mid and Annual appraisals further strengthened our performance-based culture. The system helped in calibrations, budget planning and communicating online, providing seamless experience across all geographies.

Learning (Open Intel)

Learning has always been a focus for our organization to improve performance of employees including new product trainings, leadership, self-improvement and behavioral courses with launch of UPL “Open Intel” learning platform The courses and trainings have seen a tremendous response. UPL was able to launch POSH, Code of Conduct and Anti Bribery trainings across all geographies and is made mandatory for all new joiners. The courses available includes soft skills and product related curriculum helping employees in their jobs.

Employee Wellness

Multiple initiatives were undertaken for employee wellness in FY21-22 which was in line with UPL values of Always Human, Agile and Nothing is Impossible. Some of the initiatives are as under:

Expansion of Employee Assistance Program (EAP) platform to Gender focused program

Self Defense Program for Women

Financial Wellness Workshop

Mindfulness Workshop on Stress Management and

Mental Health

Yoga Workshop

Expansion of Services with health agencies to provide 24/7 health care to employees and their families and continued medical support to home quarantined employees.

Tie-up with external partners on employee wellbeing including online medical consultation

Continued providing medical support by processing the reimbursements of home quarantine claims

Held vaccination drives and vaccination reimbursement (2nd dose), as per need and prevailing local laws and guidelines

Open Mind

People are the bedrock of our business strategy. To hear their views on organization and culture, UPL launched “Open Mind Your Voice Matters”, an Annual Culture Survey 2021. The survey saw a participation of 83% globally.

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

Particulars of employee remuneration as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of Section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company.

.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 4 to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, the directors confirm that: a) In the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently, and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date. c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) That the annual financial statements have been prepared on a going concern basis. e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Corporate Governance, MD&A and BRR

Your Company has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of para C of Schedule V of SEBI Listing Regulations. A certificate from B S R & Co. LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is part of this Annual Report. The Management Discussions and Analysis Report and Business Responsibility Report forms part of the Annual Report as required under the SEBI Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India relating to the meetings of the Board and General Meetings.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated financial statements are prepared for the year 2021-22 in compliance with the provisions of the Companies Act, applicable accounting standards and as prescribed under the SEBI Listing Regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditor's Report thereon form part of the Company's Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on March 31, 2022 has been placed on the website of the Company and the web link of such Annual Return is https://www.upl-ltd.com/investors/ financial-results-and-reports/annual-reports.

EVENTS AFTER BALANCE SHEET DATE

The shareholders of the Company at the Extraordinary General Meeting held on March 30, 2022 approved the Buyback of fully paid-up equity shares of face value of 2/- each from the equity shareholders of the Company (other than the promoters, the promoters group and persons in control of the Company), for an aggregate amount not exceeding 1,100 crores (Rupees One Thousand One Hundred Crores only) being 14.56% and 5.71% of its total paid-up share capital and free reserves as on March 31, 2021 (on a standalone and consolidated basis, respectively) for a price not exceeding 875/- (Rupees Eight Hundred Seventy Five only) per Equity Share through the open market route through the stock exchanges where the equity shares of the Company are listed.

An unfortunate incident of fire occurred at one of the plants at our Ankleshwar Unit 1 on May 6, 2022. The emergency response team with the help of local fire brigade brought the fire under control on instantaneous basis. The Company has lodged the necessary insurance claim. The Company is committed to put in place best global practices so that similar incidents are not repeated in future.

Apart from the above, there have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2021-22.

3. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government of India and Government of various countries where the Company has operations, Government authorities, customers, vendors and members during the year under review.

CAUTIONARY STATEMENT

Statements in the Director's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

On behalf of the Board of Directors
Rajnikant Devidas Shroff
Chairman and Managing Director
(DIN: 00180810)
Mumbai
May 9, 2022

   

UPL Ltd Company Background

R D ShroffR D Shroff
Incorporation Year1985
Registered Office3-11 GIDC,Dist Valsad
VAPI,Gujarat-396195
Telephone91-260-2400717,Managing Director
Fax91-260-2401823
Company SecretarySandeep Deshmukh
AuditorBSR & Co LLP
Face Value2
Market Lot1
ListingBSE,Luxembourg,MSEI ,NSE,
RegistrarLink Intime India Pvt Ltd
C-101 247 Park,L B S Marg,Vikhroli West,Mumbai-400083

UPL Ltd Company Management

Director NameDirector DesignationYear
R D ShroffChairman & Managing Director2022
Jaidev R ShroffDirector & Global CEO2022
Vikram R ShroffNon-Exec & Non-Independent Dir2022
A C AsharDirector (Finance)2022
Pradeep GoyalIndependent Director2022
R RamachandranIndependent Director2022
Hardeep SinghIndependent Director2022
Vasant P GandhiIndependent Director2022
Sandeep DeshmukhCompany Secretary2022
Naina Lal KidwaiIndependent Director2022
Suresh KumarAddtnl Non-Exe Dir &Indpnt Dir2022

UPL Ltd Listing Information

Listing Information
NIFTY
BSE_500
BSE_100
BSE_200
BSEDOLLEX
CNX500
CNX100
CNX200
CNXCOMMODI
BSEGREENEX
BSECARBONE
NIFTY50V20
NFT100EQWT
BSEALLCAP
BSELARGECA
BSEMETERIA
BSEMANUFAC
SENSEX50
LMI250
BSEDSI
NFT50EQWT
BSE100LTMC
NFTYLM250
NF500M5025

UPL Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
SalesNA00016229
Export IncentivesNA00090
Sale of ServicesNA00066
Other Operating RevenueNA00022
Royalty receivedNA00019
Refund of Statutory ReceivableNA00015
Excess Provision ofEarlierYearNA0008
OthersNA0000
Others-TradedNA0000
Sale Of Raw MaterialsNA0000
Hybrid Seeds-TradedNA0000
Hybrid SeedsMT0000
Soyabean Meal-DOCMT0000
PowerKwh0000
PowerMW0000
Chloro Alkaline ProductsMT0000
Chloro Alkaline ProductsNM30000
Mercury SaltsMT0000
Chemicals-IndustrialMT0000
Chemicals-Industrial-TradedKL0000
Chemicals-Industrial-TradedMT0000
Speciality ChemicalsMT0000
Speciality Chemicals-TradedMT0000
PesticidesKL0000
PesticidesLB0000
PesticidesMT0000
PesticidesNo0000
Pesticides IntermediatesKL0000
Pesticides IntermediatesMT0000
Pesticides-TradedKL0000
Pesticides-TradedMT0000
Pesticide-TradedLB0000

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