Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

UPL Limited Annual Report 2021

May 12, 2021

10597_rns_2021-05-12_29d40660-8a07-41e4-8212-cb6c23f3a53d.pdf

Annual Report

Open in viewer

Opens in your device viewer

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 cisc 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:cslts of which c arc i_ndcpcndct audi.ton,: gardg. 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) $741 - 11$ Decco US Post-Harvest Inc. Essentiv LCC RiceCo LLC Riecco International, Inc. UPL Corporation Limited UPL Management DMCC

BSR&Co.LLP

LIPL Limited

Annexure-1 (Continued)

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

Names of the entities

TANK ES

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 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. Arysta 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.e.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 LUPL 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

$C0$

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 $76 - 14$ 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

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.e.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.)
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 August2020)
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.f01 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

$\overline{1}$ 油室

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.
Arvsta 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 01September 2020)
Inversiones Lapislazuli Marino, Sociedad Anónima (Merged with Industrias Bioquim Centroamericana, SociedadAnónima w.e.f. 01 September 2020)
Bioquim, Sociedad Anônima (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)
$f_{\text{eff}}$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

UNITY OF A LOCAL AND SOUTHAND SUITE 1.1.6.1.1.0.1.1.0.1.1.0.1.1.1.1.1.1.1.1.

Particulars Quarter ended31.03.2021(Audited)(Refer Note 11) Quarter ended31.12.2020(Unaudited) Quarter ended31.03.2020(Audited)(Refer Note 11) Yearended31.03.2021(Audited) INR in CroresYearended31.03.2020(Audited)
$\mathbf{u}$ Revenue from OperationsOther Income 12,79649 9,12667 11,14121 38,694258 35,756
m Total Income (I+II) 104
IV Expenses 12,845 9,193 11,162 38,952 35,860
a) Cost of Materials and components consumed including (increase)/decrease ininventory of finished goods, work in progress and traded goods and purchases ofstock-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 receivablese) Depreciation and Amortisation expense (50) 48 (30) 80 49
f) Exchange Difference (net) on trade receivables and trade payables 576 542 595 2,173 2,012
g) Other Expenses 1882,120 61.801 2651,786 207 331
Total Expenses 11,142 8,211 10,019 7,24734,575 6,46932,476
V Profit before share of profit/(loss) of equity accounted investee, Exceptional itemsand tax (III - IV) 1,703 982
1,143 4,377 3,384
VIVII Share of profit/(loss) from Associates/Joint Ventures (refer note 9)Profit before Exceptional items and tax (V + VI) 60 (7) 23 42
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
$\pmb{\times}$ 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)
X1 Net Profit for the period (IX - X) 1,361 944 784 3,495 2,178
XII Other Comprehensive IncomeA) 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) (2) (5)
B) i) Items that will be reclassified to profit or (Loss) 169 (210) (803) (976) (150)
ii) Income tax relating to items that will be reclassified to profit or Loss
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 periodAttributable 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 periodAttributable to: 1,542 732 (94) 2,545 1,919
Equity holders of the parentNon controlling Interest 1,270272 65082 (24)(70) 2,188 1,616
XIV 357 303
Paid up Equity Share Capital(Face value of the share Rs 2/- each) 153 153 153 153 153
XV Other Equity $T = 1$2.8 v 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) 12.75 8.08 36.40 23.24
Diluted Earnings per share of Rs 2/- each (Rs) 12.75 8.08 36.40 23.24

Wurden S

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 2<J• April 2020, the Group acquired Laoting Bio-technolotY Co., ltd. (Yoloo} and its subsidiary, an agrochemical company based in He~, Province, China from Be1J1ng Yok>o 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 : 124219631985PLC025132Regd. Office: 3-11, G.I.D.C., Vapi, Dist: Valsad, Gujarat - 396 195Consolidated Statement of Assets and Liabilities

As at31st March 2021 As at31st March 2020
(Audited)
Assets (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 10842
Intangible assets under development 1,218 1.014
Investments accounted for using the Equity methodFinancial assets 380 360
(i) lovestments 201
(ii) Trade receivables 435 198190
(iii) Loans 181 157
(iv) Other Financial Assets 27 123
Non Current tax assets (net) 111 289
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 $\Omega$
(ii) Trade receivables 12,591 11.867
(iii) Cash and cash equivalents 4,79756 6,724
(iv) Bank balance other than cash and cash equivalents 28
(v) Loans 55456 40
(vi) Other Financial Assets 366 801
Current tax assets (net)Other current assets R7
2,23530,015 1,79329,190
Assets classified as held for sale 55 51
Total Assets 70,431 70.083
Equity and liabilities
Equity
Equity Share capital 153 153
Other equity 17,748 16,143
Equity attributable to equity holders of the parent 17,901 16,296
Perpetual Subordinated Capital Securities 2,986 2,986
Non-controlling interests 3,693 3,312
Total Equity 24.580 22,594
Non-current liabilities:Financial liabilities
(i) Borrowings 22.146 27371
(ii) Lease liabilities 580 586
(iii) Other financial liabilities 798 45
Provisions 38 24
Deferred tax liabilities (net) 2,662 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 andSmall enterprisesTotal outstanding dues of creditors other than 8712,438 6410,169
Micro enterprises and Small enterprises
(iii) Other financial liabilities 1,835 1.654
(iv) Current maturities of lease obligation 156 96
Other current liabilities 2,309 1,910
Provisions 865 1,110
Current tax liabilities (net) 523 385
19,627 16,686
8C0.7Total liabilitiesTotal equity and liabilities 45,851 47.499

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 endedMarch 31st 2021 For the year endedMarch 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) (75) (2)
Assets written off 6 19
Bad debts written off 155 51
Gain on disposal of property, plant and equipment (8) (3)
Interest Income (193) (86)
Unwinding of interest on trade receivables (22) 3
Manufacturing expenses capitalised 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) (725) (819)
Net cash flow from operating activities 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 (94)
Purchase of investments (28) (9)
Proceeds from sale of non current investments and subsidiary 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 LimitedCIN NO: L24219GJ1985PLC025132Regd. Office: 3-11, G.I.D.C., Vapi, Dist: Valsad, Gujarat - 396 195Consolidated Cash flow statement
Sr. No Particulars For the year endedMarch 31st 2021 For the year endedMarch 31st 2020
INR Crores INR Crores INR Crores INR Crores
c Cash flow from financing activitiesProceeds from long term borrowingsRepayment of long term borrowingsShort term borrowings (net)Issue of Perpetual bondExpenses on Issuance of BondsInterest paid and other financial chargesPayment of principal portion of lease liabilitiesDividend paid to minority shareholders by subsidiariesDividends paid 7.311(11, 675)145(99)(1,655)(282)(458) (1,667)(1, 203)3.027(40)(1,646)(189)(50)(407)
D Net cash flow (used in)/from financing activitiesExchange difference arising on conversion debited to foreigncurrency translation reserve (6, 713)(325) (2, 175)(23)
Net (Decrease)/Increase in cash and cash equivalents (A+B+C+D)Cash and cash equivalents as at the beginning of the year (1.927)6,724 3.8982,826
Cash and cash equivalents as at the end of the period 4,797 6,724

Mull (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
Particulars 31.03.2021(Audited)(Refer Note 11) Quarter ended31.12.2020(Unaudited) Quarter ended31.03.2020(Audited)(Refer Note 11) Year ended31.03.2021(Audited) Year ended31.03.2020(Audited)
34,384
1,607
11 6.
35,997
241
35,756
Segment Results
Agro Activities 5.337
85 90 74 330 290
Total 2,311 1,866 5,627
$1\rho$ ss!
(i) Finance Costs 421 187 2,060 1,481
(ii) Unallocable Expenditure / (Income) (net)(iii) Share of (profit)/loss from 187 216 768 762
Associates/Joint Ventures (60) 7 (23) (3)
(iv) Exceptional items 80 171 238 623
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 18,269 16.833 и.,15,075
Non Agro Activities 514 527 427
Unallocated 27,068 31,164 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
Segment RevenueAgro ActivitiesNon Agro ActivitiesUnallocatedTotalLess: Inter - Segment RevenueRevenue from OperationsNon Agro Activities Quarter ended12,331514$\mathbf{1}$12,8465012,7962,226 8,686497$\overline{2}$ 10.659521$\overline{\mathbf{z}}$9,18511,18259419,12611,1411,7761,4721,546745139(78)15,07542731,987 37,0381,88238,93123738.6946,8757,205(42)18.26951427,068

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. $\rightarrow$

Unich

BSR & Co. LLP

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 UPL Limited

Report on the audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying standalone annual financial results of UPL Limited (hereinafter referred to as the "Company") for the year ended 31 March 2021, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 and Regulation 52 read with Regulation 63(2) 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, the aforesaid standalone annual financial results:

  • a. are presented in accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the Listing Regulations in this regard; and
  • b. 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 the net profit and other comprehensive income and other financial information for the vear ended 31 March 2021.

Basis for Opinion

490.06

÷,

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 Standalone Annual Financial Results section of our report. We are independent of the Company, 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 standalone 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 we have obtained, is sufficient and appropriate to provide a basis for our opinion on the standalone annual financial results.

cédered Office

$\mathcal{F}(\zeta)=\pm\pi$ .

B S R & Co. (a partnership fern with Registration No. BA61223) converted into B S R & Co. LLP(a Limited Liability Partnership with LLP Registration No. AAB 8181) with effect from October 14, 2013

.Ith Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nescointer, Western Express Hohway, Goregion (East), Murribai - 400063

$p \rightarrow$

st.

BS R& Co. LLP

Independent Auditors' Report (Continued) UPL Limited

Emphasis of Matter

We draw attention to Note4 of the standalone financial results regarding the amalgamation of Advanta Limited into the Company accounted for in the financial year 2016-17 w ith effect from I April 2015. In accordance with the Scheme approved by the Hon'ble High Court of Gujarat ('the Scheme') the amalgamation had been accounted for as per Accounting Standard 14 - 'Accounting fer Amalgamations'. Accordingly, all assets and liabili1ies of Advanta Limited had been recorded at their respcc1ive existing book values. The difference betweco the book values of the net assets so recorded and the consideration (being fair value of equity shares and issue price of preference shares issued by the Company to the shareholders of Advanta Limited) aggregating Rs. 3,697 crores had been debited as goodwill. This goodwill is being amortized as per 11..'TTTIS of the Scheme and is also tested for impaim1ent every year. Such accounting lrcatmenl of this 1ransaction is different from that prescribed under Ind AS 103 • 'Business Combinations' which requires assets. liabilities and consider.uion to be measured at fair value and goodwill to be 1ested only for impairment. Had !he accounting treatment prescribed under Ind AS 103 been followed, profit after tax reported for the quarter and year ended 31• March 2021 would have been highcrby Rs. 92 crores and Rs. 370 crorcs rcspecti\le\y and goodwill and equity as at 31 March 2021 would have been higher by Rs. 2.212 crores respectively.

Our opinion is not modified in respecl of this matter.

Management's a nd Board of Oirt<:tors' Responsihilitie!I for the Sta ndalone Annual financial Resu lts

These standalone annual financial results have been prepared on the basis of the standalone annual financial statements.

The Company's Management and the Board of Directors are responsible for the preparalion and presentation of these standalone annual financial results that give a true and fair view of the net profit/ and other comprehensive iocome and ()(her financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed ull4er Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 read with Regulation 63(2) or the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding or the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates lhat are reasonable and prudent; and the design. implementation and maintenance of adequate internal financial controls. that were operating effectively for ensuring accuracy and completeness or the accounting records. relevant to the preparation and presentation of1he standalone annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or em,,.

In preparing the standalone annual financial results, the Management and the Board or Directors are responsible for assessing 1he Company's ability to continue as a going concern. disclosing, as applicable, matters related to going concern and using the going concern basis or accounting unless the Board of Directors either intends to liquidate the Company or to c~ OP.Cf8.lions, or,IJas nO realistic alte~e bot to do so. 1

t e Bqarci,ofDircctors is responsible foro\lerseeing the ~mpany's financial reporting process.

BS R& Co. LLP

Independent Auditors' Report (Continued)

UPL Limited

Audilo r's Responsibilit.CS for tht Audit of the Standa lone Annual f inanc:ial Results

Our o~ectives arc 10 obtain reasonable assurance about whether the standalone annual financial results as a whole are free from material misstatement, whether due to fraud or error. and to issue an auditor's report that includes our opinion. Reasonable assur.mce is a high level of assumnce, but is not a guar.rntee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material ir, individually or in the aggregate, they could reasonably be expi..'Cled to influence the economic decisions of users taken on the basis of these standalone annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and mainlain professional s kep1icism throughout the audit. We also:

  • Identify and assess the risks or ma1crial misstatement or the standalone annual financial results. whether due to fraud or enor, design and perform audit procedures responsive to those risks. and obtain audit evidence that is sufficiet1t and appropriate to provide a basis for our opinion. The 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 override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order 10 design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion throug.h a separate report on the complete set of financial statements on whether the company has adequate internal linancial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness or accounting estimates and related disclosures in the standalone financial results made by the Management and Board of Directors.
  • Conclude on the appropriateness of the Management and Board of Directors. µsc of the going concern basis of accounting and. based on the audit evide~ obtained. whether a material uncertainty exists related lO cvenrs or conditions that may cast significant doubt on the appropriateness of this assumption. lfwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or. if such disclosures are inadequate. to modify our opinion. O ur conclustOfls are based on the audit evidence obtairw.-d up to the date of our auditor·s report. However, future cvc..,1ts or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the standalone annual financial results, including the d isclosures. and whether the standalonc annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other maucrs, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we idcn1iry during our audit. ·•· f 4

We svide those charged with governance with a statement that we have complied with relevant elhicaluiremcnts regarding independence, and 10 communicate with them all relationships and other zy-,,., ..... --·--... --

BS R& Co. LLP

Independent Auditors' Report (Continued) UPL Limited

Other Mall~rs

The standalone annual financial results include the results for the quarter ended 3 1 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 BSR&CO.LLP Chartered Accountan/S Firm's Registration No.101248W/W•I00022

/l,,11·~

Bhavesh Ohupelia Parmer Membership Number: 042070 UDIN: 2 1042070AAAABl'7596

,,

Mumbai: Dau:: 12 May 2021

UPL Limited 01 24219GJ1985PLC025132)Regd. Office: 3-11,G.I.D.C., Vapi, Dist.: Valsad, Gujarat - 396 195

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021

Sr Particulars Quarter ended (Rs in Crores)Year ended
No. $Mar-21$(Audited)Refer note 11 Dec-20(Unaudited) Mar-20(Audited)Refer note 11 $Mar-21$(Audited) Mar-20(Audited)
1 Revenue from operations 2,611 2.921 2.031 11,345 9.641
$\overline{c}$ Other income 19 32 (8) 113 506
3 Total Income (1+2) 2,630 2,953 2,023 11,458 10,147
4 Expenses
a) Cost of materials consumed 1,338 1.461 843 5,639 4,705
b) Purchases of stock in trade 196 196 146 872 607
c) Changes in inventories of finished goods, work-in-progress andstock in trade 77 (99) 219 (256) 248
d) Employee benefits expense 176 171 167 685 646
e) Finance costs (refer note 5) 73 75 72 307 272
f) Impairment loss on trade receivables (17) 10 $\overline{2}$ (7) 33
g] Depreciation and amortisation expense 261 245 240 977 891
h) Exchange rate difference on receivables and payables (net) 28 6 31 31 40
i) Other expenses 667 713 494 2,761 2.157
Total expenses 2,799 2.778 2.214 11,009 9,599
5 Profit/(loss) before exceptional Items and tax (3 - 4) (169) 175 (191) 449 548
6 Exceptional Items (refer note 6) 15 10 15 10
Profit/ (loss) before tax (5 - 6) (184) 175 (201) 434 538
8 Tax expenses
Current tax (46) 75 (35) 195 55
Deferred tax charge/(credit) (6) 1 (40) 19 22
9 Net Profit/ (loss) for the period (7-8) (132) 99 (126) 220 461
10 Other Comprehensive Income И.
(i) Items that will not be reclassified to profit or loss (0) (0) 0 (0) (2)
(ii) Income tax relating to items that will not be reclassified to profitorloss $\Omega$ $\bf{0}$ $\overline{0}$ $\alpha$ $\bf{0}$
Total other comprehensive income for the year, net of tax (0) (0) $\bf{0}$ (0) (2)
11 Total Comprehensive Income for the period (9+10) (132) 99 (126) 220 459
12 Paid up equity share capital 153 153 153 153 153
(Face Value of the Share - Rs 2.00 each)
13 Other equity 7.633 7,871
14 Basic and Diluted Earnings Per Share (EPS)
Basic Earnings per share of Rs 2.00 each (Rs) (1.73) 1.30 (1.65) 2.88 6.03
Diluted Earnings per Share of Rs 2.00 each (Rs) (1.73) 1.30 (1.65) 2.88 6.03
(Note: EPS for the respective quarters are not annualised)15 Debt equity ratio
16 Debt service coverage ratio 0.15$-0.32$ 0.130.24
17 Interest service coverage ratio 741 10 $\sqrt{1 + \frac{1}{2}}$ 3.97

Win

UPL Limited (CIN No.: 1242196)1985FLC025132)

Regd, Office: 3-11, G.J.D.C., Vapi, Dist.: Valsad, Gujarat - 396 195

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2021

  • The ob we standalone financial results were reviewed by the Audit committee on 11th May, 2021 and thereafter approved at the meeting of the Board of Directors The movem standardie requires the except of the common community of the standard report in the second control of the standardies of the standardies of the standardies of the standardies of the standardies of the standardie Companies (Indian Accounting Standards) Rules 2015 as amended from time to time.
  • The Board has recommended dividend @ 500% on equity shares of Rs 2/- each of the Company (i.e. Rs. 10/- per equity share), subject to the approval of $\sim$ shareholders at the ensuing Annual General Meeting
  • During the quarter ended 31st March 2021, Group has incorporated one wholly owned subsidiary UPL Zambia Ltd, Zambia a.
  • Appalamenting of controlling Advances Limited C'Advances Tradity the Common

The Row ble High Court of Guiarat vide its order dated 23nd June, 2016 had senctioned the Scheme of Amalgamation of Advanta Limited with the Commany with an appointed date of 1st April, 2015. In accordance with the provisions of the scheme and as approved by the High Court, the amalgamation was accurated for underthe purchase method specified in Accounting Standard 14 - Accou Court approval the good will artising on amalgonization is being amortized over a period of ten years from the appointed date, which is not amortised under Ind AS 103 but only tested for impairment

If the Company had accounted for amalgamation as per Ind AS 103, profit for the quarters ended 31st March 2021, 31st December 2020, 31st March 2020 would have been higher by Rs 92 crs each, and for the years ended 31st March 2021 and 31st March 2020 by Rs 370 crs respectively and goodwill and equity as at 31st March 2021 and 31st March 2020 would have been higher Rs. 2.212crs and Rs 1.842 crs respectively.

  • Finance Costs include settlement and mark to market (gains)/ losses on forex contracts related to borr rings and exchange differences arising on foreign curre From South (gain)/loss in Bt. (2) crs. Rs. (4) crs. Rs. 9 crs for the quarters ended 31st March 2021, 31st December 2020 and 31st March 2020 respectively,and Rs 4 crs. and Rs 27 crs for the year ended 31st March 2021 and
  • 6 On 23rd February 2021 there was a fire at Unit-S. Ihagadia in Gujarat, In this incident certain property, plant and equipment, investory and other assets. damaged. The Company holged as initial estimate of loss with the insurance companies and the survey is currently ongoing. During the year ended 31st March, 2021, the Company has written off net book value of assets damaged with respect to the said loss, a minimum insurance claim receivable of Rs. 179 crs. During the year the Company has received an interim relief by way of on account nayments from the insurance companies towards assets and investories apprenating of Rs. I Lers and the same has been adjusted against the claims receivable.
  • 7 Betalls of the control with company and Project points are company and full
Previous Due Date01-Apr-2020 to 31-Mar-2021 Next Due date
ISIN (Credit rating**) Issue Size(Rs in crores) Principal Interest Principal Interest
Unsecured Non Convertible debenturesINE628A08163 [Credit rating: Care AA+, Brickwork IIWRAA+] 250 $06 - 141 - 20$ $06 - h_1[-26]$(If call option is mayclass after 10th year due date-6th July 2021) $06 - 14 - 21$
INE628A08148 (ISories C) [Credit rating: Care AA+, Brickwork BWRAA+]INII628A08155 (Series DI(Credit rating: Care AA+, Brickwork BWRAA+)INE628A08205* (Series B) (Credit rating: Care AA+, Brickwork BWRAA+) 7575150 41 05-Oct-2005-Oct-2008-Jun-20 05-Oct-2105-Oct-22$09 - 117 - 22$ 05-Oct-2105-Oct-2108-lun-21
Commercial papersINE62RA14E01 150 22-Jun-21 22-ban-21

*[Out of this issue Company has bought back debentures valuing to Rs 90 crores). ** there are no changes in credit ratings of unsecured non convertible debentures.

Note: All the interest / Principal as applicable for Unsecured Non Convertible debentures and Commercial papers, were paid on the due date.

  • Ratios have been calculated as follows
  • a) Debt Equity Ratio-Debt/ Net Worth (Debt is long term borrowings (including current maturities) and short term borrowings(

b) Debt Service Coverage Ratio» Profit before tax, interest expenses, depreciation and amerifiation/ Interest expense for the period» Principal repayments of long terms and short term borrowings for the year

Interest Service Coverage ratio» Profit before interest and tax/ Interest expense for the ye
Particulars $Mar-21$ $Mar-20$
Debenture Redemption Roserve 3.403 $40
Net-severh '786.
  • A competitor had filed a litigation against the Company and a subsidiary of the Company for misappropriation of trade secrets, tortious interference, infringement of A competitor nat need a mightion against one company on a successive of the federal district court rendered a verdict against the subsidiary for an aggregate patient and the subsidiary for an aggregate amount of approximately Rs. 233 crores. While the Company sought to remedy the adverse decision of the jury through the post-trial motions, this amount provided for in the previous year as an exceptional item in the statement of profit and loss of the consolidated financial statements. The Company received a final provision on mode previous per state management when the transmission of the construction of the controller per state of the controller state of the controller state of the UTC correlation of the UTC correlation of the UTC
  • 10 The Company is in compliance with the requirements of SEBI circular dated 26th November 2018 applicable to Large Corporate Borrowers.
  • 11 The figures for the quarter ended 31st March 2021 and 31st 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.
  • 12 The standalone fire results are rounded to the nearest crores, except when otherwise indicated. An amount represented by $A + 2$ Rupees fifty lakks

Place: Mumbai Date: 12th May 2021

$8.$ Co ٠

Standalone Balance Sheet as at March 31, 2021 As at Asal
Mardi 31 20 21 March 31 2020
INR Crores INR Crores
Assets
Non- <un-ent assets<="" td="">
Property, plant and equipment 3,747 3,145
Capital work•in•progressGoodwill 638 804
Other intangible assets 1,485 1.855
~Rlght or use assets 232 249
134 105
Intangible assets under development 84 82
(I) Investments(ii) Loans 1,441 1,106
(iii) Other financial assets 71 64
33 35
Income tax a~sets {Net)Other non•current assets 39 257
Total Non•current assets 122 140
~ 8,026 8,142
Cu1Tent assets
Inventories 1,943 1,316
(i} Tr.ide receivables: 4,046 3,161
(ii) Cash and cash equivalents 281 138
(iJf) Bank balances other than ii above 53 25
{iv) Loans 2 2
(v) Other financial assets 276 241
Other current assets 656 777
Total Current assets 7,257 5,660
Non Current Assets held-for-sale 26
Total Asse ts 15283 13,828
Equity a nd liabilitiesEquity
Equity share capita! 153 153
Other equityTotal Equity 7,633 7,871
1.1a6 8,024
Liabilities
Non-cu rrent liabilities:
EiD:ilDci:ill liabiliJie.s
(i) Borrowings
(ii) Lease li.ibilides 384 458
{iii) Other financial liabilities 86 82
Deferred tax liaibillties (net) 3 3
Total No n-current liabllitfes 231 165
704 708
Cui-rent liabilities:
Einaa,lal li:ilbililits
(i) Borrowings 703 539
(ii} Trade pay.ibles
• Total outst.inding dues or micro and small enterprises 86 64
-Total Outstanding dues of creditors other than micro and small enterprises ,.4,231 ~3,233
{iii) Othe r financial liabilities 5158" 401
Other current liabilities 1,047 729
Provisions 158 130
Total Current liabilities 6,793 S,096
-Total liabilltles --M27 S,804
"Total eaultv and llabllities =n•ff 13828
,, ~
l'<br>~ I,~
UPL LimitedStandalone Statement of cash flows for the year ended March 31, 2021
Year ended
March 31, 2021 March 31, 2020
INR Crores INR Crores
Cash flow from operating activities
Profit before tax 434 538
Adjustments for
Depreciation of property, plant and equipment 497 414
Depreciation of Right of Use assets 52 39
Amortization of intangible assets 428 438
Assets written off 3 4
Interest Income (59) (25)
Profit on sale of assets (net) (0)
Fair value gain/(loss) on financial instruments at fair value through profit or loss (1) (12)
Dividend Income on Long-term investments in Subsidiary (429)
Share in profit from investment in United Phosphorus (India) LLP (33) (32)
Allowances for doubtful debts and advances (net) (7) 33
Finance costs 307 272
Unrealised exchange difference (net) (29) 74
Loss on fire 10
Liabilities / provisions no longer required written back (net) (12) (2)
Working capital adjustments
(Increase) in trade receivables (874) (397)
(Increase)/ Decrease in inventories (636) 550
(Increase)/ Decrease in non-current and current financial assets 109 12
Decrease in other non-current and current assets 133 448
Increase in other non-current and current trade payables 875 250
Increase in other non-current and current financial liabilities 208 77
Increase/ (Decrease) in other current liabilities 318 (417)
Increase in provisions and Net employee defined benefit liabilities 27 26
Cash flow from Operations 1.750 1,861
Income tax paid (including TDS) (net) 70 (88)
Net cash flows from operating activities 1,820 1,773
Cash flow from investing activities
Purchase of property, plant and equipment (including CWIP) (1.164) (1,065)
Purchase of intangible assets (including CWIP) (43) (30)
Proceeds from sale of property, plant and equipment 14 79
Insurance claim received against loss of property, plant and equipment due to fire 25
Proceeds for Sale of investments 26 61
Purchase of non current investments $\mathcal{L}_\star$ (9)
Advance for investments pending allotment (50)
Dividend Income on Long-term investments in Subsidiary 429
Interest received 45 25
Fixed deposits and margin money (net) (28) (2)
Advances and loans to subsidiaries - Repayment received 77
Net cash flows (used in) investing activities (1, 175) (435)
Cash flow from financing activities
Interest and finance cost paid
Proceeds from/ (Repayments of) current borrowings (net) (118) (184)
Repayments of non current term borrowings 168 (368)
(33) (273)
Proceeds from exercise of share options $\mathbf{1}$
Repayment of lease liability (net) (62) (46)
Payment of dividend (457) (407)
Net cash flows (used in) financing activities (502) (1, 277)
Net increase in cash and cash equivalents $t_{41}$/143 61
Cash and cash equivalents at the beginning of the year 138 77
Cash and cash equivalents at the end of the year 281 138
Central Wing, Tower 4.

WWW (munea)

UPL Limited Regd. Office: 3-11, G.I.D.C., Vapi, Dist: Valsad, Gujarat - 396195 STANDALONE SEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE OUARTER AND YEAR ENDED 31st MARCH, 2021

Sr. Particulars (Rs in Crores)Ouarter endedYear ended
No. $Mar-21$(Audited)Refer note 11 Dec-20(Unaudited) Mar-20(Audited)Refer note 11 $Mar-21$(Audited) $Mar-20$(Audited)
1 Revenue from Operations (net)
a Agro Activities 2,306 2,653 1.860 10.415 8,978
b Non Agro Activities 352 325 209 1,154 897
c Unallocated $\overline{3}$ $\overline{z}$ 3 13 $\overline{7}$
Total 2,661 2,980 2,072 11.582 9,882
Less: Inter - Segment Revenue 50 59 41 237 241
Net Sales from Operations 2.611 2.921 2.031 11,345 9,641
$\overline{c}$ Segment Results
a Agro Activities (46) 300 (37) 1,064 711
$\mathbf{h}$ Non Agro Activities 42 66 25 185 146
Total (4) 366 (12) 1,249 857
Less:
(i) Finance Costs 73 75 72 307 272
(ii) Unallocable Expenditure /(Income) (net) 92 116 107 493 37
v. (iii) Exceptional items 15 10 15 10
Total Profit / (Loss) before tax (184) 175 (201) 434 538
3 Segment Assets
a Agro Activities 11,979 11,893 10,771 11,979 10,771
$\mathbf b$ Non Agro Activities 996 947 814 996 814
$\overline{c}$ Unallocated 2,308 1.965 2,243 2,308 2,243
Total Segment Assets 15.283 14,805 13,828 15,283 13,828
4 Segment Liabilities
a Agro Activities 5,658 5.004 4.309 5.658 4,309
$\mathbf b$ Non Agro Activities 310 332 270 310 270
$\mathbf{C}$ Unallocated 1.529 1,551 1,225 1,529 1,225
Total Segment Liabilities 7,497 6,887 5,804 7,497 5,804
Net Capital Employed 7,786 7,918 8,024 7.786 8.024

Notes:

The business of the Company 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 Company'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 the company's performance and allocate resources based on an analysis of various performan s by business segments. Accordingly information has been presented along these segments.

Winny

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: Declaration pursuant to regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended

Dear Sir / Madam,

I hereby confirm and declare that the Statutory Auditors of the Company i.e. B S R & Co. LLP, Chartered Accountants have issued the audit report on Standalone and Consolidated Financial Results of the Company for the year ended 31st March, 2021 with unmodified opinion.

Thanking you.

Yours faithfully, For UPL Limited

Anand Vora Global Chief Financial Officer