UPL Limited — Capital/Financing Update 2021

Jun 7, 2021

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07[th] June 2021

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai – 400001

Sub: Call Option Notice – Non-Convertible Debentures (ISIN: INE628A08163)

Dear Sir/Madam,

This is further to our letter dated 12[th] May 2021 wherein we had informed about the Company’s decision to exercise call option on non-convertible debentures (“NCDs”) (ISIN: INE628A08163) of Rs.250 crores.

Pursuant to Regulation 17A of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, we are enclosing the communication sent to the debenture holders regarding the Company’s intent of redeeming the aforesaid NCDs and the newspaper publication made in this regard as Annexure A and Annexure B, respectively.

We request you to take the above on record.

Thanking you,

Yours faithfully, For UPL Limited

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

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Annexure A

June 7, 2021

Dear Debenture holder,

Sub : Exercising of Call Option by UPL Limited (“Company”) on Unsecured Redeemable NonConvertible Debentures of face value of Rs.10,00,000/- each (“NCDs”) aggregating to Rs. 250 crores (Rupees Two Hundred Fifty crores) comprising of 2,500 Rated, Listed, Unsecured NonConvertible Debentures issued pursuant to the Private Placement Information Memorandum dated July 4, 2011 (“Information Memorandum”) - INE628A08163

This is with reference to the Call Option available to the Company for the above mentioned NCDs issued under the Information Memorandum. Pursuant to the terms of Information Memorandum, the Company has an option to redeem the NCDs at the end of 10[th] year i.e. July 6, 2021. The Company has decided to exercise the call option in full on July 6, 2021. In this regard key details and the process of exercise of Call Option are set out below:

1. ISIN Number : INE628A08163 2. Face Value : Rs. 10,00,000/- each 3. Deemed Date of Allotment : July 6, 2011 4. Date of Maturity : July 6, 2026 5. Call Option Date : July 6, 2021 6. Interest Payment Date : Annually on July 6[th]

2. Record Date for Call Option : June 4, 2021

Procedure for Call Option:

1. The NCD holders holding such NCDs as on Record Date, i.e. June 4, 2021 shall be eligible for Redemption Amount. The Redemption Amount shall be credited to the Bank Account of NCD holder as per Bank Particulars appearing in the details provided by National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) (jointly referred as “Depositories”).

2. Redemption Amount: On exercise of Call Option by the Company, the NCDs will be redeemed at their face value of Rs.10,00,000/- each along with interest amount accrued thereon which together be referred as Redemption Amount.

3. Payment of Redemption Amount to NCD Holders: The Redemption Amount shall be paid on July 6, 2021 to NCD holders holding such NCDs as on the Record Date by crediting the

Registered Office: 3-11, GIDC, Vapi 396195, Gujarat, India. P +91 260 2432716 CIN: L24219GJ1985PLC025132

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Redemption Amount to the Bank Account appearing in the demat account of respective NCD holders.

1. Bank Particulars for Payment of Redemption Amount: Address / Bank Particulars in the demat account as appearing in the details provided by Depositories only will be considered for payment of Redemption Amount, pursuant to exercise of Call Option. In case the Redemption Amount could not be credited to the bank account of the NCD holder directly, Cheque / Demand Draft would be dispatched to the address of the NCD holders updated in the demat account as on Record Date.

2. Redemption and Extinction: On exercise of Call Option by the Company, the Company shall fully extinguish all NCDs after the payment of Redemption Amount. No claim shall lie against the Company for NCDs after the Redemption Amounts are paid or separated. After the Record Date, the Depositories shall freeze the ISIN of the NCDs. Therefore, no transaction in NCDs could be carried out by any NCD holders.

3. Contact details: For any queries / clarifications with regard to the above, the NCD holders can contact, upl.investors@upl-ltd.com.

Kindly treat this letter as a formal communication of Company's intent to redeem the Debentures in full on July 6, 2021.

For UPL Limited

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Sandeep Deshmukh Company Secretary and Compliance Officer

Registered Office: 3-11, GIDC, Vapi 396195, Gujarat, India. P +91 260 2432716 CIN: L24219GJ1985PLC025132

Annexure B