UPL Limited — Capital/Financing Update 2025

Jan 31, 2025

UPL Limited , Uniphos House, C.D. Marg, 11[th] Road, Madhu Park, Khar (West), Mumbai – 400052, India

w: www.upl-ltd.com e: contact@upl-ltd.com t: +91 22 6856 8000

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31[st] January, 2025

BSE Limited Mumbai

SCRIP CODE – 512070

National Stock Exchange of India Ltd. Mumbai

SYMBOL: UPL

Sub: Monitoring Agency Report for the quarter ended 31[st] December 2024

Dear Sir/Madam,

Pursuant to Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 82(4) of the SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018, please find enclosed herewith Monitoring Agency Report for the quarter ended 31[st] December, 2024, issued by CARE Ratings Limited for utilisation of proceeds of Rights Issue of the Company. There is no variation / deviation in the utilisation of such funds.

The aforesaid information is also being made available on the website of the Company at https://www.upl-ltd.com/investors/shareholder-center/rights-issue.

We request you to take the above report on record.

Thanking you,

Yours faithfully, For UPL Limited

Sandeep Digitally signed by Sandeep Mohan Mohan Deshmukh Date: 2025.01.31 Deshmukh 15:52:14 +05'30' Sandeep Deshmukh Company Secretary and Compliance Officer (ACS-10946 )

Encl.: As above

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

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Monitoring Agency Report

No. CARE/HO/GEN/2024-25/1126

The Board of Directors

UPL Limited

Uniphos House Chitrakar Dhurandhar Road, Near Madhu Park Garden, Khar West, Mumbai Maharashtra 400052.

29/01/2025

Dear Sir/Ma’am,

Monitoring Agency Report for the quarter ended 31/12/2024 - in relation to the Rights issue of UPL Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Rights Issue for the amount aggregating to Rs. 3,377.74 crore of the Company and refer to our duties cast under Regulation 82 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended 31/12/2024 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated 21/11/2024.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully,

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Arti Roy

Associate Director

arti.roy@careedge.in

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CARE Ratings Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai Phone: +91-22-6754 3456 • www.careedge.in

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CIN-L67190MH1993PLC071691

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Report of the Monitoring Agency

Name of the issuer: UPL Limited For quarter ended: 31/12/2024 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil

(b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature: Name and designation of the Authorized Signatory: Arti Roy Designation of Authorized person/Signing Authority: Associate Director

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CARE Ratings Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai Phone: +91-22-6754 3456 • www.careedge.in

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CIN-L67190MH1993PLC071691

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1) Issuer Details:

Name of the issuer

: UPL Limited

Name of the promoter

Name of the promoter : Nerka Chemicals Pvt Ltd, Uniphos Enterprises Limited, Suresight Ventures Limited, Harmonic Ventures Limited, Jaidev Rajnikant Shroff, Vikram Rajnikant Shroff, Shilpa P Sagar, Demuric Holdings Private Limited, Jyoti Manshankar Bhatt, Jai Singh, Esthetic Finvest Private Limited, R Shroff Consultants Private Limited, Varun Jaidev Shroff, Rajnikant Devidas Shroff, Poonam Shroff, Tania Jaidev Shroff, Mekhala Vikram Shroff and Sandra Shroff. Industry/sector to which it belongs : Agribusiness Sector - The group operates across the value chain, offering high-yielding seeds, crop protection products, intermediates, specialty chemicals, soil enhancement technologies, and farmer engagement initiatives to capitalize on growth opportunities throughout the crop production cycle.

2) Issue Details

Issue Period : 05/12/2024 to 17/12/2024 Type of issue (public/rights) : Rights Issue Type of specified securities : Equity Shares IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 3,377.74 crore (Note 1)

Note 1: The company offered 9,38,25,955 Equity Shares under the rights issue, at Rs. 360 per share (including share premium of Rs. 358 per share) aggregating to ₹ 3,377.74 crore. The issue was oversubscribed by 1.91 times by the end of the bidding period with total bid quantity received by BSE and NSE of 17,90,12,910 shares; however, the company has allotted 9,37,92,629 Equity Shares to the applicants. Further, allotment of 33,326 Rights Equity Shares has been kept in abeyance pending regulatory/other clearances (only trading approval is pending).

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

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CARE Ratings Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai Phone: +91-22-6754 3456 • www.careedge.in

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CIN-L67190MH1993PLC071691

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Particulars	Reply	Source of information / certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	Yes	CA Certificate* & Management certificate	Nil	Nil
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document?	Not Applicable	Not Applicable	Not Applicable	Not Applicable
Whether the means of finance for the disclosed objects of the issue have changed?	No	Not Applicable	Not Applicable	Not Applicable
Is there any major deviation observed over the earlier monitoring agencyreports?	Not Applicable	Not Applicable	Not Applicable	Not Applicable
Whether all Government/statutory approvals related to the object(s)have been obtained?	Yes	Listing Approvals	Nil	Nil
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	Not Applicable	Not Applicable	Not Applicable	Not Applicable
Are there any favorable/unfavorable events affecting the viability of these object(s)?	Not Applicable	Not Applicable	Not Applicable	Not Applicable
Is there any other relevant information that may materially affect the decision makingof the investors?	Not Applicable	Not Applicable	Not Applicable	Not Applicable

• *Chartered Accountant certificate from Vora & Associates (peer reviewed audit firm) vide CA certificate dated January 20, 2025

Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

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CARE Ratings Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai Phone: +91-22-6754 3456 • www.careedge.in

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CIN-L67190MH1993PLC071691

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(i) Cost of objects –

Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Original cost (as per the Offer Document) in Rs. Crore	Revised Cost in Rs. Crore	Comments of the Monitoring Agency	Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
						Reason for cost revision	Proposed financing option	Particulars of - firm arrangements made
1	Prepayment, repayment and / or redemption of all, or a portion of, certain outstanding borrowings availed by our Company and certain of our Subsidiaries	Offer document	3,008.81	NA	Nil	Not Applicable	Not Applicable	Not Applicable
2	General corporate purposes	Offer document	337.77	NA	Nil	Not Applicable	Not Applicable	Not Applicable
3	Issue related expenses	Offer document	31.16	NA	Nil	Not Applicable	Not Applicable	Not Applicable
Total			3377.74

(ii) Progress in the objects –

		Source of					Rs. Crore			Comments of the Board of Directors	Comments of the Board of Directors
				Amount	Amount utilised in
			Amount as	proposed &
Sr. No	Item Head	information / certifications considered by Monitoring Agency for	proposed in the Offer Document in Rs. Crore	received as share application money as proposed in offer	As at beginning of the quarter in Rs. Crore	During the quarter in Rs. Crore	At the end of the quarter in Rs. Crore	Total	Comments of the Monitoring Agency	Reasons for idle funds	Proposed course of action
								unutilised
								amount in
								Rs. crore
	CARE Ratings Limited

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		preparation of report		document in Rs. Crore
1	Prepayment, repayment and / or redemption of all, or a portion of, certain outstanding borrowings availed by our Company and certain of our Subsidiaries	CA Certificate*	3,008.81	731.67	-	475.46	475.46	256.21	The funds received from rights issue proceeds were utilized towards repayments of debt (UPL Limited: Rs. 426.46 crore & UPL Sustainable Agri Solutions Limited: Rs. 49 crore) as per the objects of the issue.	Nil	Nil
2	General corporate purposes	CA Certificate*	337.77	81.30	-	-	-	81.30	Nil	Nil	Nil
3	Issue related expenses		31.16	31.16	-	-	-	31.16	Nil	Nil	Nil
Total			3377.74	844.13	-	475.46	475.46	368.67

*The above details are verified by Vora & Associates (peer reviewed audit firm) vide CA certificate dated January 20, 2025.

(iii) Deployment of unutilized proceeds:

Sr. No.	Sr. No.	Type of instrument and name of the entity invested in	Amount invested in Rs. Crore	Maturity date	Earning	Return on Investment (%)	Market Value at the end of quarter in Rs. Crore
1		Fixed Deposit in MUFG Bank Limited	300.00	07/01/2025	-	6.30%p.a.	300.00
2		Balance of MA account	30.93	-	-	-	30.93
3		Balance of Allotment account	37.74*	-	-	-	37.74
	CARE Ratings Limited

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Total 368.67 - - - 368.67

Includes the Issue expenses of Rs. 31.16 crores which has not been paid

(iv) Delay in implementation of the object(s) –

	Completion Date	Completion Date		Comments of the Board of Directors	Comments of the Board of Directors
			Delay (no. of
Objects	As per the offer
		Actual	days/ months)	Reason of delay	Proposed course of action
	document
Prepayment, repayment and / or redemption of all, or a portion of, certain outstanding borrowings availed by our Companyand certain of our Subsidiaries	FY25*	Ongoing	No delay	-	-
General corporatepurposes	FY25*	Ongoing	No delay	-	-
Issue related expenses	FY27	Ongoing	No delay	-	-

*Completion date for the deployment of Application Money

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document: Not applicable

			Source of information / certifications considered by Monitoring Agency for preparation of report
		Amount
Sr. No	Item Head^			Comments of Monitoring Agency	Comments of the Board of Directors
		in Rs. Crore
1	-	-	-	Nil	-
	Total

^ Section from the offer document related to GCP:

“Our Company intends to deploy the balance Net Proceeds aggregating up to ₹337.77 crore towards general corporate purposes, provided that the amount to be utilized for general corporate purposes shall not exceed 25% of the Issue Proceeds, in compliance with the SEBI ICDR Regulations.”

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CARE Ratings Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai Phone: +91-22-6754 3456 • www.careedge.in

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CIN-L67190MH1993PLC071691

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Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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CARE Ratings Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai Phone: +91-22-6754 3456 • www.careedge.in

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CIN-L67190MH1993PLC071691