UPL Limited, UPL House 610 S/2, Sandra Village Off Western Express Highway Sandra (East), Mumbai 400 051, India

w : upl-ltd.com e: [email protected] t: +91 22 7152 8000

12th May, 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 - 400001	Mumbai - 400051
SCRIP CODE: 512070	SYMBOL: UPL

Sub: Audited Standalone and Consolidated Financial Results for the year ended 31st March, 2021 and Recommendation of Dividend

Dear Sir/Madam,

We wish to inform you that at the meeting of the Board of Directors of the Company ("Board") held today i.e. Wednesday, 12th May, 2021, the Board has considered and approved the audited standalone and consolidated financial results of the Company for the year ended 31st March 2021. The said audited standalone and consolidated financial results were reviewed by the Audit Committee before approval by the Board.

Pursuant to Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith audited standalone and consolidated financial results for the year ended 31st March, 2021 along with audit reports of the statutory auditors. The statutory auditors have issued an unmodified audit report on the financial results.

We would like to further inform you that the Board has recommended dividend of 500% i.e. Rs. 10/- per equity share on equity shares of Rs.2/- each, subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid / dispatched within 30 days of the Annual General Meeting.

The Board Meeting commenced at 2:30 p.m. and is in progress. The results were taken on record by the Board at 3:30 p.m.

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)

BSR&CollP

Chartered Accountants

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway. Goregaon (East), Mumbai - 400 063

Telephone: +91 22 6257 1000 Fay-+91 22 6257 1010

Independent Auditors' Report

To the Board of Directors of I IPL Limited

Report on the audit of the Consolidated Annual Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of UPL Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), its associates and its joint ventures for the year ended 31 March 2021, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements /financial results/ financial information of the subsidiaries, associates and joint ventures, the aforesaid consolidated annual financial results:

include the annual financial results of the following entities listed in Annexure 1 a.
b. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
c. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net profit and other comprehensive income and other financial information of the Group for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group, its associates and its joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub paragraph (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our opinion on the teonsolidated/annual financial results.

Registered Office:

BSR&Co. LLP

Independent Auditors' Report (continued)

UPL Limited

Management's and Boa rd or Dir«:tors' Responsibilities for the Consolidated Annual Fina ncial Result.,

These consolidated annual financial results have been prepared on the basis of the consolidated anoual financial stak--ments.

The I lolding Company's Management and the Board of Oin.-ctors arc responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profil/ loss and other comprehensive income and other financial information of the Group including its associates and joint ventures in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and Olha' accounting principles generally aoccpecd in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors of the companies included in the Group and of its associates and joint ventures arc responsible for maintenance of adequate accounting records in acx:ordancc with the provisions of lhe Act for safeguarding of the~ of each company and for preventing and detecting frauds and other Uffgularities: selection and application of appropriaic accounting policies; making judgments and estimales that arc reasonable and prudent; and the design. implementation and maintenance of adequate internal financial controls., lhat were operating effectively for ensuring accur.tey and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a tru<: and fair vtcW and arc free from material misstatement. 'whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Di:n:ctors of the I lolding Company, as aroo:said.

In preparing the consolidated annual financial results. the I lolding Company's Management and the respective Board of Directors of the companies included in the Group and of its associates and joint Ycnturcs an: responsible for assessing the ability of each company to continue as a going concern. disclosing., as applicable. matters related to going concern and using the goin& concern basis of accounting unless the resix,-ctivc Doard of Directors either intends to liquidate the company or to cease operations, or has no rt.-ali~lic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates and joint vcnrurcs is responsible for ovcrsccing the financial reporting process of each company.

Auditor's Responsibilities for the Audit orthe Consolidated Annual Financial Results

Our obj(."CliV.."S arc to obtain reasonable assur.mcc about whether the consolidalL-d annual financial results as a whole an:: free from material misstatement. whether due to fraud or error, and to issue an auditor"s n..-port that includes our opinMJn. Rcasonabk assurance is a high lc,-cl of assurance, but is not _a.guarantee that an audit conducted in m:cordancc with SAs will a l"-ays dcscct a maleml misstatement , - Wbc'}'~xists. Misstatements can arise from fraud or error and are ~onsidcn..-d material if, individua.Jly 0~ ~gate, they could reasonably be expected to influence the 'economic ./ixisions of users 1/. tlikcn ~ thO. baslS of these consolidated annual financial results.

^~ -s ~ of an audit in acoordancc with SAs., we c~isc professionaJ judgment and maintain ~ fc nal skcplicism throughout lhc audit. We also:

BSR&Co.LLP

Independent Auditors' Report (co11ti11uetl)

UPL Limited

Auditor's Responsibilities for the Audit or the Consolidated Annual Financial Results (continued)

Identify and assess the risks of material misstatement of the consolidated annual financial rcsullS, whether due to fraud or error, design and pcrfonn audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. lbc risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery~ intentional omissions, misrepresentations, or the OY(.'1Tidc of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that arc appropriate in the circumstances. Under Section 143(3) (i) of the Act., we arc also responsible for expressing our opinion lhroug.h a separate report on the complete set of financial sr.atemcnts on whether the I folding company has adequate internal financial controls with reference to financial statements in place and the opt,--rating effoctivcncss of such controls.
Evaluate the appropriateness of accounting policies uSt..-d and the reasonableness of accounting estimates and related disclosures in the consolidated fi.naocial results made by the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a malerial uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If wt: conclude that a malerial uncertainty exists, we arc required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures arc inad(.-quatc, to modify our opinion. Our conclusions arc based on the audit evidence obtained up to the date of our auditor's report. I lowcver, future events or conditions may cause the Group and iL'- associates and joint ventures to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated annual financial rcsullS, including the disclosures., and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achi<.-vcs fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group and its associates and joint ventures to express an opinion on the consolidated annual financial results. We arc responsible for the direction, supervision and performance of the audit of financial information of such entities includ.-d in the consolidated financial results of which we are the independent auditors. For the Olh(.T entities included in the consolidated annual financial results. which have been audited by other auditors., such other auditors remain responsible for the direction, supervision and performance of the audits carTicd out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard arc further dcscrilx-d in para (a) of the section titled "Other Matters., in this audit r<,-port. •• ^q

We c municatc with those charged with governance of the I lolding Company and such other entities inc '\ i'\ the consolidated annual financial i:cs~lts of which ~c arc~ i_ndcpcndc~t audi.ton,: ~gard~g. ^rJ among olhcr matters., the planned scope and t1.mmg of the audit and s1gmficant audit findings., mcludmg ~ signficanl deficiencies in internal conlrol !hat we identify du..ing our audit ~v

BSR &Co. LLP

Independent Auditors' Report (continued)

UPL Limited

Audilor's Responsibilities for the Audit of lhe Consolidated Annual Financial Results (continued)

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular No CIR/CFO/CMDl/44/2019 issued by the SHBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matter

(a) The consolidated annual financial results include the audited financ ial results of 197 subsidiaries, whose financial statements/financial results/financial information reflect total assets (befon.: consolidation adjustments) of Rs 122.210 crorcs as at 31 March 2021, total revenue (before consolidation adjustments) of ll~. Rs. 54,272 crorcs and total net profit after tax (net) (before consolidation adjustments) of Rs. 6,618 crorcs, and net cash inflows. net of Rs 1,462 crorcs f(ll'" the year coded on that date, as considered in the consolidated annual financia l rcsulls, which have bec:..-n audited by their respective independent auditors. The consolidated annual financial results also include the Group's share of net profit after tax (net) (bt:forc consolidation adjustments) of Rs. 42 cron.-s for the year ended 31 March 2021, as considered in the consolidated annual financial results, in respect of 17 associates and 3 joint ventures, whose financial statements/financial results/financial infonnation have been audited by their n.:spcctivc independent auditors. The independent auditors' reports on financial statements/financial results/financial infonnation of these entities have been furnished to us by the management and our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed hy us are as stated in parag.r.tph above. ·

Our opinion on lhc consolidated annual financial rc:sults is not modified in respect of the above mattc.T with respect to our reliance on the work done and the n::ports of the other auditors.

(b) The consoLidatcd annual financial n..~ults include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For BS R&Co. LLP Chartered Acco11n1an1s Finn's Registration No: 101248W/W-IOQ022

• · /1>.1f~ -

Bhavesh Ohu pelia Partner Mcmlx:rship No: 042070 UDIN: 21042070AAAAl)S9575

Place: Mumbai Date: 12 May 2021

BSR&Co.LLP

IIPI I imited

Annevure-1

The Statement includes the results of the following entities

Names of the entities

Subsidiaries:

UPL Global Business Services Limited (FKA Shroffs United Chemicals Limited) SWAL Corporation Limited United Phosphorus (India) LLP United Phosphorus Global LLP UPL Sustainable Agri Solutions Limited (FKA Optima Farm Solutions Ltd) UPL Europe Limited United Phosphorus Polska Sp.z o.o - Poland UPL Renainv R V Cerexagri B.V. UPL Holding Cooperatief U.A (FKA United Phosphorus Holdings Cooperatief U.A.) UPL Holdings BV (FKA United Phosphorus Holdings B.V., Netherlands) Decco Worldwide Post-Harvest Holdings Cooperatief U.A. Decco Worldwide Post-Harvest Holdings B.V. UPL Holdings Brazil BV (FKA United Phosphorus Holding, Brazil B.V.) UPL Italia S.R.L. UPL Iberia, S.A. Decco Iberica Postcosecha, S.A.U. Transterra Invest, S. L. U. Cerexagri S.A.S. Neo-Fog S.A. (d with entity UPL France w.e.f. 1 November 2020) UPL France United Phosphorus Switzerland Limited. Agrodan, ApS (Liquidated w.c.f. 26 February 2021) Decco Italia SRL Limited Liability Company "UPL" Decco Portugal Post Harvest LDA UPL NA Inc. (formerly known as United Phosphorus Inc.) UPI Finance LLC (Liquidated w.e.f 25 September 2020) Cerexagri, Inc. (PA) UPL Delaware, Inc. Canegrass LLC (Liquidated w.e.f 25 September 2020) $741 - 14$ Decco US Post-Harvest Inc. Essentiv LCC RiceCo LLC Riecco International, Inc. UPL Corporation Limited UPI, Management DMCC

BSR&Co.LLP

UPL Limited

Annexure-1 (Continued)

The Statement includes the results of the following entities (Continued)

Names of the entities

UPL Limited, Gibraltar UPL Agro SA DE CV. Decco PostHarvest Mexico Perrey Participações S.A. Uniphos Industria e Comercio de Produtos Ouimicos Ltda. UPL Do Brasil - Industria e Comércio de Insumos Agropecuários S.A. UPL Costa Rica S.A. UP Bolivia S.R.L. UPL Paraguay S.A. UPL SL Argentina S.A. (FKA Icona Sanluis S A - Argentina) UPL Argentina S.A. Deceo Chile SpA UPL Colombia SAS United Phosphorus Cayman Limited UP Aviation Limited UPI. Australia Ptv Limited (Formerly known as UPL Austarlia Limited) UPL New Zealand Limited (merged with Etec Crop Solutions Limited w.e.f 30 June 2020) UPL Shanghai Limited UPL Limited Korea Co., Ltd (Liquidated w.c.f. 31 January 2021) PT.UPL Indonesia PT Catur Agrodava Mandiri UPL Limited, Hong Kong UPL Philippines Inc. UPL Vietnam Co. Limited UPL Japan GK (FKA UPL Limited, Japan) Anning Decco Fine Chemical Co. Limited UPL Ziraat Ve Kimva Sanavi Ve Ticaret Limited Sirketi UPL Agromed Tohumculuk SA Safepack Products Limited Citrashine (Pty) Ltd Prolong Limited Agrinet Solutions Limited Advanta Holdings B.V. Advanta Netherlands Holdings B.V. Advanta US LLC Advanta Seeds International TANK ES Advanta Seeds DMCC Advanta Commercio De Sementes LTDA Advanta Semillas SAIC

UPL Limited

Annexure-1 (Continued)

The Statement includes the results of the following entities (Continued)

Names of the entities

Advanta Seeds Pty Ltd Pacific Seeds (Thai) Ltd Pacific Seeds Holdings (Thai) Limited PT Advanta Seeds Indonesia Advanta Seeds Ukraine LLC UPL Jiangsu Limited UPL Limited (formerly known as UPL Agro Limited) Riceco International Bangladesh Limited Uniphos Malaysia Sdn Bhd Deceo Gida Tarim ve Zirai Ürünler San, Tic A.S. Arysta LifeScience Investments LLC (Liquidated w.c.f. 27 January 2021) Arysta LifeScience America Inc. ANESA S.A. Arvsta LifeScience Management Company, LLC Arysta LifeScience SPC, LLC (Liquidated w.c.f. 27 January 2021) Arysta LifeScience India Limited Arysta LifeScience Agriservice Private Limited UPL Togo SAU (FKA Arysta LifeScience Togo SAU) Arysta Agro Private Limited GBM USA LLC UPL Agrosolutions Canada, Inc. (formerly known as Arysta Lifescience Canada Inc) Arysta Canada BC Inc. (Merged with UPL Agrosolution Canada w.c.f. 1 January 2021) Arysta LifeScience North America, LLC Arysta LifeScience NA Holding LLC Arysta LifeScience Inc Arvsta LifeScience Services LLP Arysta LifeScience Benelux SPRL Arysta LifeScience (Mauritius) Ltd UPL South Africa (Ptv) Ltd (FKA Arysta LifeScience South Africa (Pty) Ltd) Arysta Health and Nutrition Sciences Corporation Arvsta LifeScience Corporation Arysta LifeScience S.A.S. $\mathcal{F}(\mathcal{L})$ Arysta LifeScience Chile S.A. Arysta LifeScience Mexico, S.A.de C.V. $R$ C Grupo Bioquimico Mexicano, S.A. de C.V. UPL Agricultural Solutions Netherlands BV (FKA UPL Agricultural Solutions Netherlands Cooperatief UA -FKA MacDermid Agricultural Solutions Netherlands Cooperatief UA) (Merged with UPL Agricultural Solutions Holdings B.V. w.e.f. 1 December 2020) Arysta LifeScience UK & Ireland Ltd UPL Agricultural Solutions (FKA MacDermid Agricultural Solutions Italy Srl)

BSB&CollP

IIPL Limited

Annexure-1 (Continued)

The Statement includes the results of the following entities (Continued)

Names of the entities

Dutch Agricultural Investment Partners LLC (Liquidated w.e.f. 27 January 2021) Netherlands Agricultural Investment Partners LLC UPL Bulgaria EOOD (FKA Arvsta LifeScience Bulgaria EOOD) UPL Agricultural Solutions Romania SRL (FKA Arysta LifeScience Romania SRL) Arysta LifeScience Kiev LLC (liquidated w.e.f. 26 May 2020) Arysta LifeScience Great Britain Ltd Arysta LifeScience Technology BV (Merged with ALS Netherland BV w.e.f. 31 March 2021) Arysta LifeScience Netherlands BV Arysta LifeScience RUS LLC Arysta LifeScience Turkey Tarim Urunleri Limited Sirketi, (Merged with entity UPL Zirat w.e.f 02/10/2020) Arysta LifeScience Australia Pty Ltd. Chemtura (Thailand) Ltd (liquidated w.e.f. 30 June 2020) MacDermid (Shanghai) Chemical Ltd. (liquidated w.c.f. 13 August 2020) Arysta-LifeScience Ecuador S.A. Arysta LifeScience Ougrée Production Sprl, UPL Hellas S.A. (FKA Arysta LifeScience Hellas S.A. Plant Protection, Nutrition and Other Related Products and Services) Naturaeri Soluciones, SLU (FKA Arysta LifeScience Iberia SLU) Agriphar Poland Sp. Zoo (Liquidated w.e.f. 2 October 2020) Arvsta LifeScience Switzerland Sarl Vetophama SAS (FKA Arysta Animal Health SAS) Sci PPWJ Vetopharma Iberica SL (formerly known as Santamix Iberica SL, Spain) United Phosphorus Global Services Limited (FKA Arysta LifeScience Global Services Limited) Arysta LifeScience European Investments Limited Arysta LifeScience U.K. Limited Arysta LifeScience U.K. CAD Limited Arvsta LifeScience U.K. EUR Limited Arysta LifeScience U.K. JPY Limited Arysta LifeScience U.K. USD Limited Arysta Lifescience U.K. Holdings Limited Arysta LifeScience Japan Holdings Goudou Kaisha $76 - 16$ Arvsta LifeScience Cameroun SA Callivoire SGFD S.A. UPL Egypt Ltd (FKA Arysta LifeScience Egypt Ltd) Calli Ghana Ltd. Arysta LifeScience Kenya Ltd. Mali Protection Des Cultures (M.P.C.) SA

Agrifocus Limitada

$C₀$

BSR&Co.LLP

UPL Limited

Annexure-1 (Continued)

The Statement includes the results of the following entities (Continued)

Names of the entities
UPL Holdings SA (Pty) Ltd (FKA Arysta LifeScience Holdings SA (Pty) Ltd)
Arysta Agroquimicos y Fertilzantes Uruguay SA
Anchorprops 39 (Pty) Ltd
Callietha Investments (Pty) Ltd
Sidewalk Trading (Pty) Ltd
Volcano Agroscience (Pty) Ltd
Volcano Chemicals (Pty) Ltd,
Arysta LifeScience Tanzania Ltd
Arvsta LifeScience (Shanghai) Co., Ltd.
Pt. Arysta LifeScience Tirta Indonesia
UPL Limited Korea (FKA Arysta LifeScience Korea Ltd.)
Arysta LifeScience Pakistan (Pvt.) LTD.
Arysta LifeScience Philippines Inc.
Arvsta LifeScience Asia Pte., Ltd.
Arysta LifeScience (Thailand) Co., Ltd.
Arysta LifeScience Vietnam Co., Ltd.
Arysta LifeScience Holdings France SAS (Merged with Laboratoires Goëmar SAS w.c.f. 1 March 2021)
Laboratoires Goëmar SAS
Natural Plant Protection S.A.S (Merged with Laboratoires Goëmar SAS w.e.f. 1 March 2021)
UPL Czech s.r.o. (FKA Arysta LifeScience Czech s.r.o.)	k.
UPL Deutschland GmbH, (formerly known as Arysta LifeScience Germany GmbH)
UPL Hungary Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság, (FKA Arysta LifeScience Magyarorszag Kft.)
UPL Polska Sp. z.o.o (formerly known as Arysta LifeScience Polska Sp. z.o.o)
Arvsta LifeScience Vostok Ltd.,
Betel Reunion S.A.,
UPL Slovakia S.R.O (FKA Arysta LifeScience Slovakia S.R.O.)
UPL Ukraine LLC (FKA Arysta LifeScience Ukraine LLC)
Arysta LifeScience Global Limited,
Arysta LifeScience Argentina S.A. (merged with UPL Argentina w.c.f. 01 April 2020)
Arysta LifeScience Colombia S.A.S,
Arysta LifeScience CentroAmerica, S.A.
Arysta LifeScience Mexico Holding S.A.de C.V (Merged with UPL Agro SA DE CV. w.e.f. 1 February 2021)
Bioenzymas S.A. de C.V. (Merged with Desarrollos Inmobiliarios Alianza de Coahuila, S.A. de C.V. w.e.f. 01 August 2020)
Desarrollos Inmobiliarios Alianza de Coahuila, S.A. de C.V.,
Omega Agroindustrial, S.A. de C.V.
Agroquimicos y Semillas, S.A. de C.V. (Merged with Desarrollos Inmobiliarios Alianza de Coahuila, S.A. de C.V. w.e.f 01 August 2020)
Servicios Agricolas Mundiales SA de CV
Tecno Extractos Vegetales, S.A. de C.V. (Merged with Grupo Bioquimico Mexicano, S.A. de C.V. w.e.f. 01August 2020)
Tesaurus Mexico S.A. de C.V.
Arysta LifeScience Paraguay S.R.L.

B S R & Co. LLP

Fit Vi

UPL Limited

Annexure-1 (Continued)

The Statement includes the results of the following entities (Continued)

Names of the entities
Arvsta LifeScience Peru S.A.C
Arysta LifeScience Costa Rica SA.
Arysta LifeScience de Guatemala, S.A.
Arysta LifeScience S.R.L
Myanmar Arysta LifeScience Co., Ltd.
Arysta LifeScience U.K. BRL Limited
UPL New Zealand Limited (formerly knows as Etec Crop Solutions Limited)
MacDermid Agricultural Solutions Australia Pty Ltd
Arvesta Corporation
Arysta LifeScience Registrations Great Britain Ltd
Agriphar SDN BHD (liquidated w.e.f. 04 May 2020)
Industrias Agriphar SA
Agripraza Ltda.
Arysta LifeScience Corporation Republica Dominicana, SRL
Grupo Bioquimico Mexicano Republica Dominicana SA
Arvesta Paraguay S.A.
Arysta LifeScience U.K. USD-2 Limited
UPL Agricultural Solutions Holdings BV (formerly known as MacDermid Agricultural Solutions Holdings BV)
Industrias Bioquim Centroamericana, Sociedad Anónima
Procultivos, Sociedad Anónim (Merged with Industrias Bioquim Centroamericana, Sociedad Anónima w.e.f 01 September 2020)
Inversiones Lapislazuli Marino, Sociedad Anónima (Merged with Industrias Bioquim Centroamericana, Sociedad Anónima w.e.f. 01 September 2020)
Bioquim, Sociedad Anónima (liquidated w.e.f. 18 May 2020)
Bioquim Panama, Sociedad Anónima
UPL Nicaragua, Sociedad Anónima (FKA Bioquim Nicaragua, Sociedad Anónima)
Biochemisch Dominicana, Sociedad De Responsabilidad Limitada
Nutriquim De Guatemala, Sociedad Anónima
Platform Sales Suisse GmbH
UPL Agro Limited
UPL Portugal Unipessoal, Ltda
United Phosphorus Holdings Uk Limited
Nurture Agtech Pvt Ltd. (FKA AFS Agtech Pvt. Limited)	141
UPL Services LLC
Natural Plant Protection Limited Anhui Yoloo Hexie Plant Protection Co. Ltd. (w.e.f. 01 May 2020) (Sale investment w.e.f. 8 February 2021)

Laoting Yoloo Bio-Technology Co. Ltd (w.e.f. 01 May 2020) INGEAGRO S.A (w.e.f. 19 August 2020)
Hannaford Nurture Farm Exchange Pty Ltd (w.c.f. 19 October 2020)
Federation of Agri-Value Chain, Manufacturers And Exporters (Viz FAME) (w.e.f. 12 October 2020)
Advanta Biotech General Trading Ltd (w.e.f. 27 May 2020)
UPL Mauritius Limited (w.e.f. 07 April 2020)
UPL/Zambia Limited (w.e.f. 05 February 2021)

BSR&Co, LLP

UPL Limited

Annexure-1 (Continued)

The Statement includes the results of the following entities (Continued)

Names of the entities

Associates:

Kerala Enviro Infrastructure Limited 3SB Produtos Agrícolas S.A. Sinagro Produtos Agropecuários S.A. Serra Bonita Sementes S.A. Chemisvnth (Vapi) Limited Universal Pestochem (Industries) Limited Weather Risk Management Services Private Ltd Agri Fokus (Pty) Ltd Novon Retail Company (Pty) Ltd Agronamic (Pty) Ltd Novon Protecta (Pty) Ltd Silvix Forestry (Pty) Ltd Nexus AG (Ptv) Ltd Dalian Advanced Chemical Co.Ltd Société des Produits Industriels et Agricoles Callitogo SA Eswatini Agricultural Supplies Limited (w.e.f from 1 November 2020)

sh.

$74.14$

Jointly controlled entities:

$66$

14th Fiot

Hodogaya UPL Co. Limited Longreach Plant Breeders Management Pty Ltd United Phosphorus (Bangladesh) Limitednat

UPL Limited

CIN NO: L24219GJ1985PLC025132

UNIVERSITY OF TRANSPORTATION OF TRANSPORTATION STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS
STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS
FOR THE QUARTER ENDED AND YEAR ENDED 31st MARCH, 2021

	Particulars	Quarter ended 31.03.2021	Quarter ended 31.12.2020	Quarter ended 31.03.2020	Year	Year
		(Audited) (Refer Note 11)	(Unaudited)	(Audited) (Refer Note 11)	ended 31.03.2021 (Audited)	ended 31.03.2020 (Audited)

п	Revenue from Operations Other Income	12,796 49	9,126 67	11,141 21	38,694 258	35,756 104
m	Total Income (I+II)	12,845	9,193	11,162	38,952	35,860
IV.	Expenses
	a) Cost of Materials and components consumed including (increase)/decrease in inventory of finished goods, work in progress and traded goods and purchases of stock-in-trade.	6,921	4,117	6,248	19,096	18.743
	b) Employee benefits expense	966	952	968	3.712	3,391
	c) Finance Costs (refer note 4)	421	745	187	2,060	1,481
	d) Impairment loss on trade receivables e) Depreciation and Amortisation expense	(50)	48	(30)	80	49
	f) Exchange Difference (net) on trade receivables and trade payables	576 188	542 6	595 265	2,173 207	2,012 331
	g) Other Expenses	2,120	1,801	1,786	7,247	6,469
	Total Expenses	11,142	8,211	10,019	34,575	32,476
v	Profit before share of profit/(loss) of equity accounted investee, Exceptional items
	and tax (III - IV)	1.703	982	1,143	4,377	3,384
VI	Share of profit/(loss) from Associates/Joint Ventures (refer note 9)	60	(7)	23	42	3
VH	Profit before Exceptional items and tax (V + VI)	1,763	975	1,166	4,419	3,387
VIII	Exceptional Items (refer note 7)	80	(78)	171	238	623
IX	Profit before Tax (VII - VIII)	1,683	1,053	995	4,181	2,764
$\boldsymbol{\mathsf{x}}$	Tax expenses	322	109	211	686	586
	(A) Current Tax	157	172	257	831	767
	(B) Deferred Tax - charge/(credit)	165	(63)	(46)	(145)	(181)
$\chi$	Net Profit for the period (IX - X)	1,361	944	784	3,495	2,178
XII	Other Comprehensive Income
	A) i) Items that will not be reclassified to profit or (Loss)	14	(3)	(81)	31	(118)
	ii) Income tax relating to items that will not be reclassified to profit or (Loss) B) i) Items that will be reclassified to profit or (Loss)	(2)			(5)
	ii) Income tax relating to items that will be reclassified to profit or Loss	169	(210)	(803)	(976)	(150)
	Total Other Comprehensive Income for the period, net of tax	181
			(212)	(878)	(950)	(259)
XIII	Total Comprehensive Income for the period	1,542	732	(94)	2,545	1,919
	Profit for the period Attributable to:	1,361	944	784	3,495	2.178
	Equity holders of the parent	1.063	794	617	2.871	1,776
	Non controlling Interest	298	150	167	624	402
	Total Comprehensive Income for the period Attributable to:	1,542	732	(94)	2,545	1,919
	Equity holders of the parent Non controlling Interest	1,270 272	650 82	(24) (70)	2,188 357	1,616
XIV	Paid up Equity Share Capital					303
	(Face value of the share Rs 2/- each)	153	153	153	153	153
XV	Other Equity		20	Ø	20,734	19.129
XVI	Earnings per share (EPS) Basic and Diluted EPS (refer note below)
	Basic Earnings per share of Rs 2/- each (Rs)
	Diluted Earnings per share of Rs 2/- each (Rs)	12.75 12.75		8.08	36.40	23.24
	(Note: EPS for respective quarters are not annualised)		TURER	8.08	36.40	23.24

Wurden Carpen

UPL limited CIN NO: L24219GJ1985PLC025132 Regd. Office: 3-11,G.I.O.C., Vapi, Dist: Vats.id, Gujarat - 396 195 STATEMENT OF AUDIT£D CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED ANO YEAR ENDED 3111 MARCH, 2021

Notes:

1. The above consolidated financial results were reviewed by the Audit Committtt on 11• May 2021 and thereafter approved at the meeting of the Board of Directors on 12.,May 2021. The statutory auditors have expressed an unmodified opinion. The audit report has been filed with the stock e,cchanges and is available on the Com~s website. These aud,ted consohdated financial results have been prepared In accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (lndl3n Accounting Standards) Rules 2015 as amended from time to time.
1. The Board has recommended dividend@ ~on equity shares of Rs 2. each of the Company (i.e. Rs. 10/· per equity share), subject to the approval of shareholders at the ensulni Annual General Meetlne,
1. a) On 2o Bio- TechnolOBY Corp Ltd. Yoloo and It's subsidiary is engaged in the business of manufacturing, processing, packaging and distribution of crop protection chemicals. The consideration for the acquisition aggregates USS 10 Million (approximately Rs. 73 Crores). The fair value of the net assets ,cquired and resuftiog goodwill agaregates to US S 25 Million (approximately Rs. 187 Crores) and US S 7 Million (approximately Rs. 49 Crores) respectively has been determined.

b) On 4 .. August 2020, the Group completed the acqutSition of 75" of the shares of INGEAGRO SA. an agroc:hemka1 company based In Chile and its patented FULLCOVER• Ultra-Low Volume Electrostatic Application Tectinology, The consideration for the acquisition aggregates USS 1 Million (approximately Rs. 7 Crores). The faff' value of the net assets acquired and resulting goodwill aggregates to US \$ 1.2 Million (approximate:fy Rs. 9 CrOfes) and US\$ 0.6 Million (approx,mate:fy Rs. S Ctores) respectively has been determined.

1. Finance Costs indudes net exchange difference on account of (profit)/loss arising on foreign currency loans, cost & mark to market losses on forex contracts (induding hedges) related to advance orders, borrowings and loans and advances of Rs. (121) crores. Rs. 199 crores, Rs. (200) crores for the quarter ended 31• March 2021, 31• Oecember 2020 and 31" March 2020 respectively and Rs. 158 crores, Rs. (159) crores for the year ended 31st March 2021 and 31" March 2020 resJ)Ktivety.
S. A competitor had filed a hti8ation agaklst a subsidiary or the Group and the Company for mis.appropriation or trade secrets, tortiovs interference, infringement of patent, loss of profits and unjust enrichment. On 11th October 2019 a jurv ;,, the federal district court rendered a verdict against the subsidiary for an aqregate amount of approximatefy Rs. 233 crores. WhUc the Group sought to remedy the advene decision of the jurv through the posHdal motions, this amount was provided for in the prevtOUs year as an exceptional Item in the statement of profit and loss. The Group received a final court order reducing the damages from approximate ly iu. 233 crores to approximately Rs. 95 crores phis interest. Accordingly, an amount of approximatefy Rs. 117 c:(0(,_es was written back to except~ item 1n the statement of profit and loss~ l the company has re.fche,d a settlement with the competitor whereby this and all other pend, 'be een them were sen1ed\v1thout any add1Uonal compensation to either parties . "1~ '-:,.., y ,,_-~.., *v*

UPL Limited

CIN NO : l24219GJ1985PLC025132 Regd. Office: 3-11,G.I.O.C., Vapi, Dist: Valsad, Gujarat - 396 195 STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED ANO YEAR ENDED 31n MARCH, 2021

1. On 23"" February, 2021 t here was a fire at Unit-5, Jhagadia in Gujarat. India. In this incident certain property, plant and equipment, inventory and other assets were damaged. The Group lodged an initial estimate of loss with the insurance companies and the survey is currently ongoing. During the year ended 31st March, 2021, the Group has written off net book value of assets damaged and employee compensation aggregating Rs.194 crores and recognised, basis valid insurance contracts with respect to the said loss, a m inimum insurance claim receivable of Rs. 179 crores. During the year the Group has received an interim relief by way of on account payments from the insurance companies towards assets and inventories aggregating of Rs. 31 crores and t he same has been adjusted against the cl.iims receivable.
1. Exceptional Items for the periods reported mainly include cost related to restructuring in Europe, provision written back relat~ to litigation costs (refer note no S) in North Amerk.i and fire incident (refer note no 6) in India.
1. During the quarter ended 31" March 2021, Group has inc0<porated one wholly owned subsidiary UPL Zambia Limited, Zambia.
1. The share of profit/(loss) of Investment in Associates/Joint Ventures for the quarter and year ended 3111March 2021 is considered on the basis of audited financial information of the respective Associates/Joint Ventures for the period ended 31 .i March 2021, ellcept for Sinagro Produtos Agropecuarios S.A., 3S8 Produtos Agricolas S.A. and Serra Bonita Sementas S.S. where the financial information for the period ended 31" December 2020 have been considered.
1. On 22"" January 2020, the Income Tax Department conducted searches at the premises of the Company. Subsequently, the Group received notices under the Income Tax Act for filing the Income Tax returns/revised returns for past years. In compliance to said notices, the Group has filed its return of Income. Further, the Income Tax Department has issued notices to the Company calling for certain preliminary information. The Group is in the process of responding to the above notices and does not expect any significant financial or ,eporting implications to emerge out of this matter.
-. 11. The figur~ for the quarter ended 31" March 2021 and 31" March 2020 are the balancing figures between the audited figures in respect of the full financial year and the year to date unaudited figures upto the third quarter for the respective years. Also, the figures upto the end of third quarter had only been reviewed and not subjected to audit.
1. The consolidated financial results are rounded to the nearest crores, except when otherwise indicated. Amounts represented by 'O' (zero) construes value less th .

For and on behalf of UPLUmlted

! ~

R. D. Shroff DIN - 00180810 Chairman and Managing Director

Place: Mumbai Date: 12t11 May, 2021

UPL Limited

CIN NO : L242196J1988PLC025132
Regd. Office: 3-11, G.I.D.C., Vapi, Dist: Valsad, Gujarat - 396 195
Consolidated Statement of Assets and Liabilities

	As at	As at
	31st March 2021	31st March 2020
Assets	(Audited)	(Audited)
Non-current assets
Property, plant and equipment	6,452	5,596
Capital work-in-progress	899	1,059
Goodwill	17,689	18,241
Right of use assets	695	642
Other Intangible assets	9979	10,842
Intangible assets under development	1,218	1.014
Investments accounted for using the Equity method	380	360
Financial assets
(i) lovestments	201	198
(ii) Trade receivables	435	190
(iii) Loans	181	157
(iv) Other Financial Assets Non Current tax assets (net)	37 111	123 289
Deferred tax assets (net)	1,666	1,655
Other non-current assets	468	476
	40,361	40,842

Current assets
Inventories	9.422	7.850
Financial assets
(i) Investments	37	$\theta$
(ii) Trade receivables	12,591	11.867
(iii) Cash and cash equivalents	4,797	6,724
(iv) Bank balance other than cash and cash equivalents	56	28
(v) Loans	5S	40
(vi) Other Financial Assets	456 366	801
Current tax assets (net) Other current assets	2.235	87 1,793
	30,015	29,190
Assets classified as held for sale	55	51
Total Assets	70,431	70,083
Equity and liabilities		153
Equity Equity Share capital Other equity	153 17,748	16,143
Equity attributable to equity holders of the parent	17,901 2.986	16,296
Perpetual Subordinated Capital Securities Non-controlling interests	3,693	2,986 3,312
Total Equity	24,580	22,594

Non-current liabilities:
Financial liabilities
(i) Borrowings	22,146	27371
(ii) Lease liabilities (iii) Other financial liabilities	580 798	586 45
	38
Provisions Deferred tax liabilities (net)	2,662	$^{24}$ 2,777
	26,224
		30,803
Current liabilities:
Financial liabilities
(i) Borrowings	1.414	1,298
(ii) Trade payables
Total outstanding dues of Micro enterprises and Small enterprises	87	64
Total outstanding dues of creditors other than	12,438	10,169
Micro enterprises and Small enterprises (iii) Other financial liabilities	1,835	1.654
	156	96
(iv) Current maturities of lease obligation Other current liabilities	2,309	1,910
Provisions	865	1.110
Current-tax-liabilities (net)	523	385
8C ₀	19,627	16,686
Total liabilities Total equity and liabilities	45,851 70,431	47.499 70

UPL Limited CIN NO: L24219GJ1985PLC025132 Regd. Office: 3-11, G.I.D.C., Vapi, Dist: Valsad, Gujarat - 396 195 Consolidated Cash flow statement

Sr. No	Particulars	For the year ended March 31st 2021		For the year ended March 31st 2020
		INR Crores	INR Crores	INR Crores	INR Crores
A	Cash Flow from operating activities
	Profit before tax		4,181		2,764
	Adjustments for:
	Depreciation and amortization expense	2,173		2,012
	Finance costs	2.060		1,481
	Allowance for doubtful debts and advances (net) Assets written off	(75)		(2)
	Bad debts written off	6		19
	Gain on disposal of property, plant and equipment	155 (8)		51
	Interest Income	(193)		(3)
	Unwinding of interest on trade receivables			(86)
	Manufacturing expenses capitalised	(22)		3 48
	Excess provisions in respect of earlier years written back (net)	(38)		(8)
	Sundry credit balances written off (net)	(1)		4
	Share of (profit)/loss from Associates/Joint Ventures	(42)		(3)
	Exceptional items (excess provision written back) / provison	(47)		234
	Loss/(Gain) on sale of current and non current investments (net)	$\overline{2}$		[6]
			3,970		3,744
	Operating profit before working capital changes		8,151		6,508
	Working capital adjustments
	(Increase)/Decrease in inventories	(1,520)		1.355
	(Increase)/Decrease in non current and current trade receivables	(628)		(313)
	(Increase)/Decrease in other non current and current assets	(492)		(60)
	(Increase)/Decrease in other non current and current financial assets	375		15
	Increase/(decrease) in non current and current trade payables	2,039		119
	Increase/(decrease) in non current and current provisions	(137)		(32)
	Increase/(decrease) in other current liabilities	153		1.187
	Increase/(decrease) in other non current and current financial liabilities	(4)		779
			(214)		3.050
	Cash generated from operations		7,937		9,558
	Income taxes paid (net) Net cash flow from operating activities		(725)		(819)
			7,212		8.739
$\mathbf{B}$	Cash flow from investing activities			И.
	Purchase of Property, plant and equipment including Capital-work-in-		(1,619)		(1,475)
	progress and capital advances
	Purchase of intangible assets including assets under development		(503)		(505)
	Proceeds from sale of property, plant and equipment.		57		45
	Insurance claim received against loss of property, plant and equipment due		25
	to fire
	Payment for acquisition of subsidiaries and intangible assets, net of cash		(179)		(761)
	acquired Payment of contingent consideration
	Purchase of investments		(28)		(94)
	Proceeds from sale of non current investments and subsidiary				(9) 63
	Sundry loans given		(23)		(12)
	Sundry loans repayment received				17
	Fixed deposit, margin money and dividend accounts (net)				(3)
	(Loss)/Profit on sale of investment in mutual funds/bonds		(2)		6
	Interest income		171		85
	Net cash flow (used in) investing activities		(2, 101)		(2.643)

$8C₀$

Wend)

	UPL Limited CIN NO: L24219GJ1985PLC025132 Regd. Office: 3-11, G.I.D.C., Vapi, Dist: Valsad, Gujarat - 396 195 Consolidated Cash flow statement
Sr. No	Particulars	For the year ended March 31st 2021		For the year ended March 31st 2020
		INR Crores	INR Crores	INR Crores	INR Crores
c	Cash flow from financing activities Proceeds from long term borrowings Repayment of long term borrowings Short term borrowings (net) Issue of Perpetual bond Expenses on Issuance of Bonds Interest paid and other financial charges Payment of principal portion of lease liabilities Dividend paid to minority shareholders by subsidiaries Dividends paid Net cash flow (used in)/from financing activities		7.311 (11, 675) 145 (99) (1,655) (282) (458) (6, 713)		(1,667) (1,203) 3.027 (40) (1,646) (189) (50) (407) (2, 175)
Ð	Exchange difference arising on conversion debited to foreign currency translation reserve		(325)		(23)
	Net (Decrease)/Increase in cash and cash equivalents (A+B+C+D)		(1.927)		3,898
	Cash and cash equivalents as at the beginning of the year		6,724		2.826
	Cash and cash equivalents as at the end of the period		4,797		6,724

Olleal (Com

UPL Limited

Regd. Office: 3-11, G.I.D.C., Vapi, Dist: Valsad, Gujarat - 396 195 Audited Consolidated Segmentwise Revenue, Results and Capital Employed for the Quarter ended and Year ended 31st March, 2021

						INR in crores
Sr. No.	Particulars	Quarter ended 31.03.2021 (Audited) (Refer Note 11)	Quarter ended 31.12.2020 (Unaudited)	Quarter ended 31.03.2020 (Audited) (Refer Note 11)	Year ended 31.03.2021 (Audited)	Year ended 31.03.2020 (Audited)

1	Segment Revenue
a b	Agro Activities	12,331	8,686	10,659	37,038	34,384
$\epsilon$	Non Agro Activities Unallocated	514	497	521	1,882	1,607
	Total	$\mathbf{1}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	11	6
		12,846	9,185	11,182	38,931	35,997
	Less: Inter - Segment Revenue	50	59	41	237	241
	Revenue from Operations	12,796	9,126	11,141	38,694	35,756
$\overline{2}$	Segment Results
$\mathbf{a}$	Agro Activities	2,226	1,776	1,472	6.875	5.337
b	Non Agro Activities	85	90	74	330	290
	Total
	res ₁	2,311	1,866	1,546	7,205	5,627
	(i) Finance Costs	421	745	187	2,060	1,481
	(ii) Unallocable Expenditure / (Income) (net) (iii) Share of (profit)/loss from	187	139	216	768	762
	Associates/Joint Ventures	(60)	$\overline{7}$	(23)	(42)	(3)
	(iv) Exceptional items	80	(78)	171	238	623
	Total Profit before Tax	1,683	1,053	995	4,181	2,764
	Segment Assets
	Agro Activities	60,880	63,049	58,387	60,880	58,387
	Non Agro Activities	1,405	1,388	1.272	1.405	1.272
	Unallocated	8.146	7.101	10.424	8.146	10,424
	Total Segment Assets	70,431	71,538	70.083	70,431	70,083
	Segment Liabilities Agro Activities Non Agro Activities Unallocated	18,269 514	16,833 527	15,075 427	18,269 514	И., 15,075 427
		27,068	31,164	31,987	27,068	31,987
	Total Segment Liabilities	45,851	48,524	47,489	45,851	47,489
	Net Capital employed	24,580	23,014	22,594	24,580	22,594

Notes:

The business of the Group is divided into two business segments. These segments are the basis for management control and hence form the basis for reporting. The business of each segment comprises of:

a) Agro activity - This is the main area of the Group's operations and includes the manufacture and marketing of conventional agrochemical products, seeds and other agricultural related products.

b) Non Agro activity - Non agro activities includes manufacture and marketing of industrial chemicals and other non agricultural related products.

Based on the " management approach" defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates sed on an analysis of various performance indicators by business segments. the Group's performance and allocate Accordingly information has been presented segments. $\rightarrow$

Uncel