UPL Limited — Capital/Financing Update 2021

Dec 8, 2021

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8[th] December, 2021

BSE Limited Mumbai

SCRIP CODE: 512070

National Stock Exchange of India Ltd Mumbai SYMBOL: UPL

Dear Sir(s),

Sub: Further investment in Compulsorily Convertible Preference Shares of Allfresh Supply Management Private Limited

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’), we hereby inform that UPL Limited (the Company) has invested Rs. 1,30,00,000 (Rupees One Crore Thirty Lakhs) in 2996 Compulsorily Convertible Preference Shares of Allfresh Supply Management Private Limited (“Allfresh”). The Company had made a disclosure of its initial investment in Allfresh on 10[th] May, 2019. The details as required under Regulation 30 of SEBI LODR read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9[th] September, 2015 are given as under:

SRNO	PARTICULARS	DETAILS
1	Name of the target entity, details inbrief such as size, turnover etc.	Allfresh is engaged in procuring and supplying freshproduce (particularly fruits) to its customers afterappropriate post-harvest management activities. Thepost-harvest management activities include waxing,grading, packing, labelling, CA or cold storage andrefrigerated transportation. Allfresh has presenceacross India. Allfresh turnover in financial year 2020-21 was Rs. 18.83 crores.
2	Whether the acquisition would fallwithin related party transaction(s) andwhetherthepromoter/promotergroup/ group companies have anyinterest in the entity being acquired? Ifyes, nature of interest and detailsthereof and whether the same is doneat “arm’s length”	Investment does not fall under related partytransaction.
3	Industry to which the entity beingacquired belongs	Allfresh belongs to the post-harvest segment of theagricultural sector.
4	Objects and effects of acquisition(including but not limited to, disclosureof reasons for acquisition of targetentity, if its business is outside themain line of business of the listedentity)	UPL has the advanced technology and know-how inthe post-harvest segment, which can be utilisedefficiently by Allfresh. This investment will help ingrowing the post-harvest market in India. UPL will beable to leverage the association of Allfresh withfarmers and strengthen its relationship with them.

Registered Office: 3-11, GIDC, Vapi 396 195, Gujarat, India. P +91 260 2432716 CIN: L24219GJ1985PLC025132

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5	Brief details of any governmental or	No regulatory approval is required.
	regulatory approvals required for the
	acquisition
6	Indicative time period for completion	Expected to complete by 15thDecember 2021, subject
	of the acquisition	to completion of certain conditions precedent.
7	Nature of consideration - whether	Cash consideration
	cash consideration or share swap and
	details of the same
8	Cost of acquisition or the price at	Subscribingto2996CompulsorilyConvertible
	which the shares are acquired	Preference Shares (CCPS) for a total consideration of
		Rs. 1.3 crores.
9	Percentage of shareholding / control	The Company currently holds 3687 equity shares of
	acquired and / or number of shares	face value of Rs. 10 each of Allfresh constituting 9.4%
	acquired	ofitspaid-upequitysharecapital.Percent
		shareholding of the Company in Allfresh after
		subscribing to 2996 CCPS, would depend upon the
		conversion price which is linked to achievement of
		certain parameters as per the transaction documents.
10	Brief background about the entity	Allfresh was incorporated in India on 3rdMay, 2013
	acquired in terms of products/line of	and is primarily engaged in procuring and supplying
	businessacquired,dateof	fresh produce (particularly fruits) to its customers after
	incorporation, history of last 3 years	appropriate post- harvest management activities.
	turnover,countryinwhichthe	Turnover of Allfresh during last three years was as
	acquired entity has presence and any	under:
	other significant information (in brief)
		YearTurnover (Rs.)
		2018-1912.58 crores
		2019-2021.37 crores
		2020-2118.83 crores

Please take the same on your records.

Thanking you,

Yours faithfully, For UPL Limited

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

Registered Office: 3-11, GIDC, Vapi 396 195, Gujarat, India. P +91 260 2432716 CIN: L24219GJ1985PLC025132