UPL Limited — AGM Information 2021

Aug 6, 2021

UPL Limited, UPL House, 610 B/2, Bandra Village Off Western Express Highway Bandra (East), Mumbai 400 051, India.

w: www.upl-ltd.com t: +91 22 7152 8000

061h August, 2021

BSE Limited	National Stock Exchange of India Ltd
Phiroze Jeejeebhoy Towers	Exchange Plaza, C/1, Block G
Dalal Street, Fort	Bandra Kurla Complex, Bandra East
Mumbai - 400 001	Mumbai - 400 051
SCRIP CODE: 512070	SYMBOL: UPL

Sub: Proceedings of 37th Annual General Meeting held on 06th August, 2021

Dear Sir/Madam,

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a summary of proceedings of the 37th Annual General Meeting of the Company held on Friday, 06th August, 2021.

We request you to take the above on record.

Thank you.

Yours faithfully, For UPL Limited

Sandeep Deshmukh Company Secretary and Compliance Officer (ACS-10946)

Encl: As above

UPL UPL Limited, UPL House, 610 B/2, Bandra Village Off Western Express Highway OpenAg™ Bandra (East), Mumbai 400 051, India.

w: www.upl-ltd .com t; +91 22 7152 8000

SUMMARY OF PROCEEDINGS OF 37TH ANNUAL GENERAL MEETING

A. Date, time and venue of the Annual General Meeting:

The 37th Annual General Meeting ("AGM" or "Meeting") of the Company was held on Friday, 06th August, 2021 through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

The Meeting commenced at 3:00 p.m. (1ST) and concluded at 5.00 p.m. (1ST) (including time allowed fore-voting at AGM).

B. Proceedings in brief:

• Mr. Rajnikant D Shroff, Chairman & Managing Director, chaired the Meeting.
• Mr. Hardeep Singh, Lead Independent Director felicitated Mr. Rajnikant D Shroff for being conferred with one of India's highest civilian award, the Padma Bhushan, this year, for his contribution to the field of trade and industry.
• The requisite quorum being present, the Chairman called the Meeting to order.
• Thereafter, the Company Secretary, informed that due to the Covid-19 pandemic situation, the AGM was convened using audio-visual means in compliance with the applicable circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India. The Company had taken all possible steps to ensure that the shareholders were provided an opportunity to participate in the AGM either through video conferencing facility or watch the live webcast of the AGM proceedings and also vote on the resolutions.
• The Chairman introduced the Directors, Group CFO, Global CFO and Company Secretary present at the meeting. All the Directors were present at the AGM.
• The Chairman welcomed all the shareholders, auditors and other invitees present at the meeting.
• The Chairman addressed the members on the financial and operational performance of the Company in FY2020-21 including business performance, Company's response to COVID-19 and, the Company's initiatives and recognition on sustainability front.
• Mr. Jai Shroff, Global CEO addressed the members on the growth of the Company in terms of business and products, sustainability agenda of the Company, developing new technologies for farmers, new business segments - Nurture and NPP, Company's vision and approach towards OpenAg.
• The Company Secretary informed the Members that the Notice convening the 37th AGM and the Annual Report for the financial year ended 31 st March 2021 was circulated electronically to the members of the Company and were taken as read. The Reports of the Statutory Auditor on the standalone and consolidated financial statements did not contain any qualification or adverse remarks and hence were not required to be read .
• The Company has appointed Mr. Bhaskar Upadhyay, Practicing Company Secretary as the Scrutiniser to scrutinize the remote e-voting and e-voting at AGM process in a fair and transparent manner.

UPL Limited, UPL House, 61 O B/2, Bandra Village Off Western Express Highway Bandra (East), Mumbai 400 051, India.

w: www.upl-ltd.com t: +91 22 7152 8000

• The following items of business, as set out in the Notice convening the 37th AGM were put to vote in the meeting. Shareholders were provided opportunity to ask questions or express their views through VC / OAVM and also through chat. Clarifications were provided to the queries raised by the members.

SN	Particulars	Type of Resolution
ORDINARY BUSINESS
1.	To consider and adopt the audited standalone financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditor thereon.	Ordinary Resolution
2.	To consider and adopt the audited consolidated financial statement of the Company for the financial year ended March 31, 2021 and the report of the Auditor thereon.	Ordinary Resolution
3.	To declare dividend on equity shares.	Ordinary Resolution
4.	To re-appoint Mr. Arun Ashar (DIN: 00192088) as Director.	Ordinary Resolution
SPECIAL BUSINESS
5.	To approve remuneration of the Cost Auditor for the financial year ending March 31, 2022.	Ordinary Resolution

Voting by members and results:

It was informed that:

• The Company had provided remote e-voting facility to its members to cast votes electronically on all items of business as set out in the Notice.
• The facility to vote on resolutions through electronic voting system at the meeting was also made available to the members who participated in the meeting and had not cast their votes through remote e-voting.
• The e-voting results along with the consolidated Scrutiniser's Report shall be disseminated to the Stock Exchanges on or before 08th August, 2021 and also be placed on the website of the Company and National Securities Depository Limited.

We request you to take the above information on records.

Thanking you,

Yours faithfully, For UPL Limited

Sandeep Deshmukh Company Secretary and Compliance Officer (ACS-10946)