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:

SR NO	PARTICULARS	DETAILS
1	Name of the target entity, details in brief such as size, turnover etc.	Allfresh is engaged in procuring and supplying fresh produce (particularly fruits) to its customers after appropriate post-harvest management activities. The post-harvest management activities include waxing, grading, packing, labelling, CA or cold storage and refrigerated transportation. Allfresh has presence across India. Allfresh turnover in financial year 2020- 21 was Rs. 18.83 crores.
2	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	Investment does not fall under related party transaction.
3	Industry to which the entity being acquired belongs	Allfresh belongs to the post-harvest segment of the agricultural sector.
4	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	UPL has the advanced technology and know-how in the post-harvest segment, which can be utilised efficiently by Allfresh. This investment will help in growing the post-harvest market in India. UPL will be able to leverage the association of Allfresh with farmers 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 regulatory approvals required for the acquisition		No regulatory approval is required.	No regulatory approval is required.
6	Indicative time period for completion of the acquisition		Expected to complete by 15thDecember 2021, subject to completion of certain conditions precedent.
7	Nature of consideration - whether cash consideration or share swap and details of the same		Cash consideration
8	Cost of acquisition or the price at which the shares are acquired		Subscribing to 2996 Compulsorily Convertible Preference Shares (CCPS) for a total consideration of Rs. 1.3 crores.
9	Percentage of shareholding / control acquired and / or number of shares acquired		The Company currently holds 3687 equity shares of face value of Rs. 10 each of Allfresh constituting 9.4% of its paid-up equity share capital. 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 acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)		Allfresh was incorporated in India on 3rdMay, 2013 and is primarily engaged in procuring and supplying fresh produce (particularly fruits) to its customers after appropriate post- harvest management activities. Turnover of Allfresh during last three years was as under: Year Turnover (Rs.) 2018-19 12.58 crores 2019-20 21.37 crores 2020-21 18.83 crores
			Year	Turnover (Rs.)
			2018-19	12.58 crores
			2019-20	21.37 crores
			2020-21	18.83 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