Director Report

Your Directors have the pleasure of presenting a report on the business performance and the audited consolidated and standalone financial statements of UPL Limited ("the Company" or "UPL") for the financial year ended March 31, 2023.

(Rs in Crores)

UPL delivered resilient results for FY 2023 despite facing significant headwinds in the final quarter. UPL's consolidated revenue from operations increased by -16% to Rs 53,576 crores from Rs 46,240 crores in FY 2023. EBITDA increased by -10% to Rs 11,178 crores from Rs 10,165 crores in FY 2023. Net profit and earning per share were largely flat year on year as net finance costs increased by 56%, of which 65 % of the increase in finance costs came from the increase in base rates in most of the geographies. The rest was largely on account of forex.

During the year, the Company generated strong cash flows and utilized it towards deleveraging the balance sheet and returning to shareholders. The gross debt was reduced by US$ 617 Mn and net debt by US$ 440 Mn. FY 2023 was a combination of two distinct periods with strong performance in first nine months. The fourth quarter, however, was an unusual one with pricing pressure and delayed purchase by channel in the post patent space due to oversupply of certain molecules.

We continue to prudently invest towards ensuring reliable growth across regions with most regions witnessing a doubledigit growth. The region-wise performance for FY2023 was as under:

For more details on the financial performance, please refer to the Management Discussion and Analysis Report.

During FY 2023, UPL gave an effort for strategic business realignment which involved creation of two 'distinct pure- play platforms' viz. 1) Crop Protection Business under UPL Sustainable Agri Solutions Limited ("UPL SAS"); and 2) Advanta Seeds Business under Advanta Enterprises Limited ("AEL"). This was in-line with our long-term strategy to have enhanced focus on and operational freedom to pursue independent growth strategies for each of the distinct platforms.

Under this arrangement, UPL SAS acquired the 'Crop Protection Business' of UPL in India byway of a transfer on slump sale basis as a going concern. Post realignment, UPL SAS has become the largest Indian Agtech Platform. The Adarsh Farm Services Business (spraying services) was also transferred to Nurture Agtech Private Limited on slump sale basis as a going concern.

UPL SAS received an investment from The Abu Dhabi Investment Authority (ADIA) (an Emirati Sovereign Wealth Fund), TPG and Brookfield (global large asset management / private equity investors) for an aggregate amount of US$ 200 mn for a consolidated stake oRs. 9.09%.

A new company Advanta Enterprises Limited was incorporated in India to house the India and international seeds business to create a 'global seeds platform'. The key drivers were to focus on product innovation and increasing penetration across geographies / crops. Upon creation of distinct pure play platform, AEL received an investment of US$ 300 mn from KKR, a leading global private equity investor for a stake oRs. 13.33% on fully diluted basis.

The aforesaid investors will be investing US$ 500 million collectively in two businesses. Accordingly, UPL SAS and AEL will be valued at an aggregate of ~US$ 4.5 billion, implying a deal multiple oRs. 23-24x on the trailing EBITDA (-14% of consolidated EBITDA of UPL).

Going forward, as we look ahead to FY24, we are well- positioned to deal with the market headwinds and deliver better profitability growth. In the longer-term, we remain confident of achieving our growth ambitions and transforming the food value chain with emphasis on sustainability.

The Board has recommended a dividend oRs. 500% i.e. Rs 10/- per equity share of Rs 2/- each for the financial year ended March 31, 2023, which if approved at the forthcoming Annual General Meeting ("AGM"), will be paid to all those equity shareholders of the Company, subject to deduction of income tax at source, whose names appear in the Register of Members and as beneficial owners as perthe beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India)

Limited. The total dividend pay-out will amount to approx. Rs 751 crores (including tax). The dividend recommended is in line with the dividend distribution policy of the Company and the policy is available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies. Flistory of dividends declared by the Company of last 10 years is available on the website of the Company at https://www.upl-ltd.com/investors/shareholder-center/ dividend-history.

During FY 2023, the Company did not accept any deposit within the meaning of Chapter V of the Companies Act, 2013.

The details of Loans, Guarantees or Investments are given in the note nos. 5, 6 and 32 to the standalone financial statement.

During the year, no equity shares were issued or allotted. The paid-up share capital of the Company as at March 31, 2023 was Rs 150,12,15,282/- comprising oRs. 75,06,07,641 equity shares of face value ?2/- each.

The Members of the Company at the Extra-ordinary General Meeting held on March 30, 2022 approved buyback of equity shares of the Company at a price not exceeding Rs 875/- per equity share for an aggregate amount not exceeding Rs 1100 crores by way of 'Open Market' through the Stock Exchanges. The Buyback commenced on April 7, 2022 and ended on May 20, 2022. The Company bought back 1,34,37,815 Equity Shares at an average price of Rs 813.92/- per equity share utilizing a total ofRs 1093.74 crores representing 99.43% of the Maximum Buyback Size. The Company had extinguished 1,34,37,815 equity shares. The details of buy back are available on the website of the Company on the following link https://www.upl-ltd. com/investors/shareholder-center/buy-back.

The Company does not propose to transfer any amount to the reserves.

The Company has issued Commercial Papers amounting to ?4,575 crores during FY 2022-23. All the Commercial Papers were listed on National Stock Exchange of India Limited. The Company has not defaulted on any of its dues to the financial lenders.

The borrowings are rated by CRISIL 8< CARE. The details of ratings are provided in the Corporate Governance Report which forms a part of this report.

At UPL, we have always adopted a structured approach towards Sustainability by creating value in a responsible manner, supported by our sustainability strategy. The adoption of sustainability practices is driving UPL's transformation towards a world that aims to limit global warming to 1.5 degrees Celsius. This transformation encompasses key aspects such as innovation, compliance, profitability, and community acceptance. Taking time to contemplate ourjointendeavors in promoting sustainability and safeguarding the environment is of great importance. Future presents us with a distinctive array of challenges on the front of climate crisis, which require proactive and resolute action.

Some of the major achievements of this year are summarized below:

1. UPL has conducted a detailed Scope 3 emission assessment and included Scope 3 emissions in our overall GHG Inventory. During the assessment oRs. 15 categories proposed by GHG protocol for Scope 3 Emissions, 9 relevant categories were identified and the details for the same have been mentioned below: (i) Purchased Goods and Services (ii) Capital Goods (iii) Fuel and Energy Related Activities (iv) Upstream Transportation and Distribution (v) Waste Generation in Operations (vi) Business Travel (vii) Employee Commute (viii) Downstream Transportation and Distribution (ix) Upstream leased assets.

2. UPL released its first Task Force on Climate Related Financial Disclosures ("TCFD") Report. The TCFD report was structured around four thematic areas that represent its core elements of how organizations operate, viz: governance, strategy, risk management and, metrics and targets allowing investors and others to better understand how reporting companies evaluate climate-related risks and opportunities.

3. UPL's near-term company-wide emission reductions commitments in line with climate science have been approved by the Science Based Targets initiative (SBTi).

4. In house sustainability data tracker software was developed and implemented to track sustainability data globally.

5. ESG rating agencies DJSI & Sustainalytics rated UPL No. 1 among all agro-chemical companies globally.

6. UPL achieved Zero Liquid Discharge (ZLD) at PL-01 Ankleshwar for recycling and reuse of wastewater.

7. Recycled & reused 1 million cubic meter wastewater inside our operation which is equivalent to 93% of operating plants water demand.

8. UPL committed to United Nations Global Compact CEO Water Mandate.

9. UPL committed to World Business Council for Sustainable Development Wastewater Zero Initiatives.

10. UPL partnered with CLEANMAX for 61 MW hybrid Solar-Wind power.

1. Dowjones Sustainability Indices (DJSI):

UPL DJSI rating has improved 242% in last 5-years. UPL scored higher rating in all three dimension from industry average. UPL scored highest in environmental dimension out of three dimensions i.e. Economic, Environmental & Social.

2. FTSE Russell ESG Rating:

UPL's FTSE score in 2021-22 was 3.9 out oRs. 5 which is 129% improvement in last 5-years. UPL was awarded and listed in FTSE 4 Good Index for strong environmental, social and governance practices which were measured againstglobally recognised standards. UPL scored higher rating in all three dimension from industry average.

3. Sustainalytics ESG Risk Rating:

Sustainalytics ESG risk rating has improved 56% in last 5 years. UPL scored higher rating amongst agrochemical companies globally.

The Company has various state-of the art Research and Development Centres located across the globe.

The Research and Development Teams comprise of highly qualified and extremely committed scientists. Scientists working in the company strive to working towards efficienttechnologies and processes, environment-friendly processes and ensures that the end-use products being offered to the farmers are easily affordable.

The Company has taken significant steps in employing additional highly qualified human resources, creating comfortable workspaces for the scientists, and providing state-of-the-art equipment and instruments.

Scientists working in the Research & Development Centres have adopted Company's primary goal to make every single food product more sustainable and are taking significant steps towards achieving the goal.

Scientists have developed innovative combination products and have provided efficient and cost-effective integrated pest management solutions which are being manufactured and marketed world-wide to support farmers globally. Extreme care is taken to test the commercial products internally through Quality Assurance laboratories and field research stations. The products which are to be commercialized gettestedatGLPIaboratoriesforgenerating various data such as chemical composition, impurity profile, physical properties, container compatibility, packaging data, shelf-life data, residue analysis data, bio-efficacy, and toxicity profile.

The scientists employed in Research and Development Centres across the world take ab-initio efforts to incorporate aspects of atom economy and principles of green chemistry in the products and processes being developed. Importance is given at every stage of product development for consideration of the environmental effects and product safety. All products get critically evaluated for hazards, personal safety as well as environmental safety.

The Company encourages creation of Intellectual Property ("IP") for innovative products, combinations and processes by way of applying for patents globally. The Company believes that safeguarding the company's Intellectual Property is extremely important. IP team takes care of capturing inventions and converting them into IP. Vigilant IP team monitors patent scenario and takes appropriate actions when needed. The Company's fundamental policy is to respect others' IP and ensuring that no violation of IP is happening while commercialization of products and processes.

The Company has an impressive plan for producing Specialty Chemicals and Industrial Chemicals for captive consumption as well as supplying to customers. Research and Development Centres design viable, cost-effective, and environmentally safe processes for the Speciality and Industrial Chemical products.

The two core UPL values "Always Human" and "Open Hearts" are the guiding force of our CSR initiatives aligned to our fundamental belief, "Nothing is Impossible". At UPL, we believe in the holistic and sustainable growth of society. Our commitment and interventions cater to all the segment of the society. Our interventions are not restricted to the development of our neighbouring communities only, as we work on initiatives that cater to the wider national interest. Our commitment have been classified in 4 focus areas: (a) Institution of excellence; (b) Sustainable Livelihood; (c) Nature Conservation; and (d) Local and National Needs. Our CSR values are shared across the globe and development initiatives are being undertaken in 30+ countries like Argentina, Brazil, Belgium, Colombia, Cote d'Ivoire, India, Kenya, Mexico & UK and implementing & supporting more than 80 development interventions benefiting more than 70 communities across continents. We have impacted around 1 million lives globally through our CSR initiatives.

A. Institution of Excellence: UPL promoted non-profit organizations believe in promoting and strengthening the cause of education and have built institutions of excellence to raise responsible and skilled human capital through academic excellence, holistic growth, and vocational & life skills for students from various walks of life. 2,500+ children and youth get quality education from the four institutes every year.

- Smt. Sandraben Shroff Gnyan Dham School, India

- A top-notch school renowned for its outstanding academic performance, along with co-curricular activities. 1,700 students get quality education every year.

- UPL University of Sustainable Technology, India

- The institute has over 2000 graduates and postgraduates since inception in the field of science and technology.

- Gnyan Dham Eklavya Model Residential School, India

- 460+ students coming from tribal backgrounds pursue quality education at the school every year.

- Sandra Shroff College of Nursing, India - Offering nursing courses for girls and boys and having an intake capacity oRs. 55 students.

- UPL Centre for Agriculture Excellence, India - A residential farmers' training centre to develop practical sustainable farming skills, having impacted 22,000+ farmers till date.

- "Ekal Vidyalaya" aims at creating one teacher schools in the remotest parts of the country. These educational institutions are established at the village level to provide holistic learning opportunities to the tribal, underprivileged children. UPL supports Friends of Tribal Society to run and manage Ekal Vidyalaya" in Maharashtra & MP, India. 15,000 + tribal students are receiving education.

B. Sustainable Livelihood: Our program is aimed at providing ecologically, economically, and socially sustainable livelihood opportunities to all sections of the society with an aim to Improve Quality of Life for the communities/ people. Our integrated approach in India engages 3 marginally oppressed sections of the society enumerated as women, school dropoutyouths and marginal farmers.

Different initiatives undertaken under the sustainable livelihood program are:

- UPL Khedut Pragati in India is maximizing benefits to the farmers from the available resources through Agriculture Development Initiative. 10,000+ farmers are engaged through various agriculture programmes.

- UPL Udyamita in India is providing an alternative source of income to more than 1,800 rural women through Women Empowerment and Entrepreneurship Initiative.

- UPL Niyojaniy in India is enhancing capability and employable skills of the school drop-out youth through Skill Development Initiative. 2,200+ youth have been skilled till date.

- UPL Narmada Project - Develop the agri value chain through interventions with FPOs in the aspirational district of India to impact 10,000 tribal farmers across 100 villages of Narmada district.

- Cocoa & Forests Initiative (CFI) in Ghana and Ivory Coast serves three priorities viz. (i) Forest protection and restoration; (ii) Sustainable production and farmers'livelihoods and (iii) Community engagement and social inclusion. In FY 2023, we supported a total oRs. 92,224 farmers with our sustainability training programs across Ghana and Cote d'Ivoire.

- Advanta Vegetable & Nutrition Program, East Africa.

- Advancing access to nutritious foods is crucial for Africa's socio-economic prosperity and an effective way of driving human capital development, with every US$1 invested in nutrition seeing a US$16 return on investment in health, education and productivity outcome. 18,000 smallholder farmers in 20 counties in Kenya were on boarded for training and support.

C. Nature Conservation: With a vision to restore and conserve the environment UPL has laid a strong focus on protecting & conserving nature and environment. We have undertaken a series of initiatives like

- Sarus Conservation Project in India to conserve native crane from India. 992 Sarus documented in 2022-23 against 500 in 2015-16 at the beginning of the program.

- Social forestry in community land in Gujarat, India. 132 acres of community land spread across 5 clusters converted into social forests through plantation oRs. 71,300+ trees.

- 200 acres of mangrove plantation land on the coastline of Gujaratlndia, through plantation oRs. 0.4 million trees to reclaimed 150 acres of coastal land.

- Water conservation in India to create new structures, rebuild the dilapidated ones, deepen existing wells and ponds, create new ones and recharge bore wells. 20+ water structures built/repaired.

D1. Local Area Need: Meeting specific local area needs of communities around our factory locations. Below are details of projects covered under local area needs in India and across the globe:

- Various activities implemented under Gram Pragati / Village infrastructure development like school, road construction, school compound hall, drinking water tank, paver block in school, etc.

- Construction of toilets to improve school sanitation and drive household hygienic behavior through school children. 58 toilet blocks built across 6 states in India. The said facility is being used by more than 15,000 students and 3,000 commuters a day.

- Safety training in India for women, highway and industry safety. In FY 2023, we sensitized 9,000+ members through 80+ sessions.

D2. National Area Need: Meeting national needs, which also include relief or rebuild which can arise from natural calamities. Below are details of projects covered under national area needs in India and across the globe:

- One Billion Hearts Initiative at Cote d'Ivoire with The Heart Fund to provide universal access to cardiovascular health for 1 billion people by 2030. 6,000+ people were given cardiology consultations this year, collectively impacting 0.36 million lives till date.

- Promote and raise awareness about sustainable development in agriculture and education in society through football in association with FIFA Foundation.

- The Gigaton Challenge is an initiative to reduce atmospheric carbon dioxide emissions by 1 Gigaton by 2040. Our Gigaton Carbon Goal brings together a new ecosystem of technologies, interventions, research institutions and financial products to incentivize, empowerand reward individual farmers for their efforts to capture carbon.

- Through Ekatrita Bhavishya initiative UPL is working on skilling widows of farmers of Yavatmal district, Maharashtra, India with the objective of providing them an alternate sustainable source of livelihood. 600+ women have been trained and impacted till date and 200+ machines have been distributed.

- The United Against Child Labour (UACL), India is an initiative to proactively eliminate all forms of child labour in seed supplier farms to ensure continuity and support for education of rural children. The project is executed in different seed cluster of India and focuses on preventing dropouts. In last three years, the project reached 3 states and sensitized more than 7,500 seed growers.

- UPL has partnered with the Global Parli Project to transform rural villages through revival and empowerment oRs. 17,000+ farmers across the states of Maharashtra and Gujarat in India.

- Development of Tinkerer's Lab at IIT Jammu, India: Partnership with Maker Bhavan Foundation (MBF) and IIT Jammu to develop Tinkerer's Lab at IIT Jammu to create workspaces and an ecosystem whereyoung minds can learn innovation skills, sculpt their ideas through hands-on activities, social and cross-cultural collaboration, and ethical leadership. With the help of this lab, the students were able to participate and present their innovations in more than 15 Hackathons. The capacity building of students and other researchers was done with more than 170 training sessions.

We Are United (WAU), a well-structured employee volunteering programme, across different countries through which employees get an opportunity to use their skill, talent and passion for the benefit of the community. A majority of the local area development needs are met by the efforts of our volunteers. Be it planning the initiative, training the community members or implementing the program on ground, our volunteers never shy away from the hard work.

For detailed report on Corporate Social Responsibility, please refer to the section 'Social Initiatives' in the annual report and Annexure 1 to this Board's Report.

The CSR policy is available on the website of the Company under Investors section at https://www.upl-ltd.com/ investors/corporate-governance/policies.

The Company has always strived to conduct its business fairly, ethically and with integrity. In line with this belief, the Company has in place a robust whistle-blower policy to deal with any fraud, irregularity, or mismanagement in the Company. The Chairman of the Audit Committee oversees the whistle-blower policy. This policy aims to encourage employees and directors who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The policy aims to provide an avenue for employees and directors to raise concerns and reassure them that they will be protected from reprisals or victimization for whistleblowing in good faith. This Policy is in addition to the Company's Global Code of Conduct, which empowers its stakeholders to make protected disclosures through the reporting channels consisting of designated e-mail address, hotline, and customised web-portal, details of which are prescribed under the Policy and the Code. On a regular basis, the Company undertakes all efforts to create awareness among the employees about the Policy including the new joinees during the year.

The policy is available on the website of the Company under Investors section at https://www.upl-ltd.com/investors/ corporate-governance/policies.

The Company is committed in creating and maintaining a secure and safe work environment that enables its employees, agents, vendors and partners to work free from unwelcome, offensive and discriminatory sexual behavior without fear of prejudice, gender bias and sexual harassment. In order to deal with sexual harassment at workplace, the Company has implemented a gender-neutral policy - Prevention and Redress of Sexual Harassment Policy ("Policy").

The Policy applies to all those employed and associated with UPL and its subsidiaries irrespective of whether they are regular, temporary, ad hoc or daily wage basis employees.

The Policy also covers all contract workers, consultants, retainers, probationers, trainees, and apprentices or called by any other such name engaged by us whether the terms of their employment are expressed or implied.

A knowledgeable and experienced Internal Complaints Committee comprising mainly of women and an unbiased third party is currently functional to attend and redress complaints that arise under this Policy. Further, there are sub committees at unit locations to ensure strict adherence to this policy and keep the workplace free from biases and prejudices. The Internal Complaints Committee has not received any formal complaint during FY 2023.

All employees are mandated to attend a classroom training and confirm their adherence to the rules as mentioned on Company's website. During FY 2023, a refresher POSH workshop was conducted for 26 Committee members online for 2 days by Company's external partners. Employees were asked to complete the course of Prevention of Workplace Harassment and POSH was part of the same.

The Company has an adequate system of internal controls. The Company has adopted policies and procedures covering all major financial and operating functions. These controls have been designed to provide reasonable assurance over:

- Accuracy and completeness of the accounting records

- Compliance with applicable laws and regulations

- Effectiveness and efficiency of operations

- Prevention and detection of fraud and errors

- Safeguarding assets from unauthorized use or losses

The Company has an in-house internal audit department with a team of qualified professionals. The internal audit department prepares an annual audit plan based on risk assessment and conducts extensive reviews covering financial, operational and compliance controls. In addition, the Company has also appointed reputed external audit firms to carry out the internal audit reviews. Process improvements are identified during reviews and communicated to the management on an ongoing basis. The Audit Committee of the Board monitors the performance of the internal audit team on a periodic basis through review of audit plans, audit findings and issue resolution through follow-ups. Each year, there are at least four meetings in which the Audit Committee reviews internal auditfindings.

Internal Audit function plays a key role in providing both the management and the Audit Committee, an objective view and re-assurance of the overall internal control systems and effectiveness of the risk management processes and the status of compliances with operating systems, internal policies and regulatory requirements across the company including its subsidiaries.

Compliance with laws and regulations is monitored through a well-implemented compliance tool that requires individual functions to confirm and report statutory compliances with all laws and regulations concerning their respective functions.

The Company has well-defined and adequate internal controls commensurate with the size, scale and complexity of its operations. The key internal financial controls have been documented in the form of a Risk&Control Framework and embedded in the respective business processes. This framework includes entity level controls, process level controls and IT general controls.

On a periodic basis, testing of entity level controls, process level controls and IT general controls is carried out and the status of testing of controls is presented to the Audit Committee. During the year, internal controls were tested and no reportable material weaknesses in design and effectiveness were observed.

In today's dynamic business landscape, with multiple uncertainties being confronted by businesses at the same time, it gets critical for us to stay focused on how we manage our key enterprise-wide risks in a proactive and effective manner. At UPL, we aim to identify potential risks before they occur in order to mitigate the down-side of risks and harness the opportunities.

To achieve above stated objective, UPL has developed and implemented Enterprise Risk Management ("ERM") framework, benchmarked with leading international risk management standards such as ISO 31000 and Committee of Sponsoring Organisation of the Treadway Commission ("COSO").

ERM framework facilitates structured approach to identify enterprise-wide risks that may impact the organization's strategic business objectives. While achievement of strategic objectives is the key driver, our values, culture, obligation and commitment to employees, customers, investors, regulatory bodies, partners and the community around us are the foundation on which our ERM framework is developed. Systematic and proactive identification of risks and mitigation thereof enable effective and quick decision-making and propels the performance of the organization forward.

Over the years, the risk management practices implemented by UPL have evolved significantly. UPL has adopted a consistent risk management policy to ensure common, organisation wide understanding of ERM by defining key ERM principles to be adhered across UPL, in a phased manner. UPL has adopted a standard Framework and risk management process across business functions to ensure a co-ordinated and integrated approach for managing risks and opportunities across the organization. It has also adopted an ERM Standard which intends to reinforce the commitment of UPL to effectively manage the existing and evolving risks and harness the underlying opportunities while safeguarding the business value to achieve its strategic objectives.

UPL's ERM Framework defines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance. The Company has also appointed a dedicated ERM team and is formally identifying Risk Champions across functions and locations to ensure effective and consistent deployment of ERM framework across the Company.

The Company has developed and implemented the combination of top-down, bottom-up and outside-in approach to identify and mitigate macro, strategic and external risks emanating from business strategies. It provides guidance to the business for identifying, assessing, prioritizing, responding, monitoring and reporting any risk or potential threat to these objectives in a consistent manner. The risk management framework encourages businesses to identify relevant risks and opportunities in line with the short-term and long-term strategic business plans.

UPL identifies risks including emerging risks in various categories, such as strategic, external and preventable risks. It also monitors the health of risks in a proactive manner that provide early warning indicators to the relevant stakeholders. We take cognizance of risks faced by our key stakeholders and their cumulative impact while framing our risk responses.

The Risk Register is revisited periodically to ensure that the risks remain relevant at any point in time and corresponding mitigation measures are effective. This provides a proactive and value adding review process which enables maintaining the risk profile at an acceptable level in a rapidly changing environment.

UPL operates in a dynamic sector, thus it has a formal documented way of identifying, assessing and reviewing emerging risks. It uses horizon scanning for early detection of emerging risk such as the implications of the recent geopolitical crisis and its effects associated therewith on UPL.

The Board has the overall responsibility of maintaining sound and effective risk management. It ensures ERM Policy and Framework is in place and shall maintain an oversight to ensure it is implemented across the Company in an effective manner, while the Risk Management Committee sets the tone and culture towards effective risk management across the Group. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

Pursuantto Regulation 21 oftheSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 ("SEBI Listing Regulations"), a Risk Management Committee, consisting of Dr. Vasant Gandhi - Independent Director, Mr. Carlos Pellicer- Non-Executive, Non-Independent, Mr. RajTiwari, Whole Time Director and Mr. Anand Vora - Chief Financial

Officer has been formulated and institutionalized. The Risk Management Committee conducts integrated risks and performance reviews along with the Senior Executives engaged in different functions. The Global Head - Risk Management is a permanent invitee to the Risk Management Committee meetings. The Committee reviews identified risks, the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks. The Committee also facilitates provision of adequate resources for business to effectively mitigate critical risks and ensure business value is protected and enhanced at all times. The Committee also maintains a continuous oversight to ensure the risk management framework is effectively integrated with the core functions such as Strategic Business Planning, Capital Allocation and assurance providing functions such as Internal Audit, Internal Controls, Compliance Management etc. to enhance the business resiliency and provide portfolio view of the risks.

After the successful implementation of the ERM process at UPL Limited India, the Company's focus is to further institutionalize the ERM framework across global operations and evolve towards a vision of integrated risk reporting encompassing all our global operations.

Further, we plan to digitize the ERM process and leverage analytical capabilities to facilitate risk informed decision making through relevant risk insights across critical business decision making processes. This will further assist the Company in standardizing and enhancing the efficiency of risk management process.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated. For more details on the risks and their mitigation plans, please refer to Management Discussion and Analysis report in this annual report. The Risk Management Policy of the Company is available on the website at https://www.upl-ltd. com/investors/corporate-governance/policies .

The Company has several subsidiary companies and associates spread across the globe. Crop protection product companies need local registrations to enable them to sell their products in different countries in the world. These registrations are granted by the local government body of each country to a local entity established in that country.

As on March 31, 2023, there were 218 subsidiaries / associates / joint ventures across the globe. Most of these subsidiaries and associate companies are marketing arm and their main activity is confined to marketing by servicing local marketwith greater efficiency and ensuring timely availability of different products of the Company. Some other entities are holding companies which hold investments in other group entities.

The details of essential parameters of each subsidiary / associate company / joint venture such as share capital, assets, liabilities, turnover, profits before and after tax are given separately under the Statement of AOC-1 Form forming part of the Annual Report. Subsidiary Financials are available on Company's website at https://www.upl-ltd. com/investors/shareholder-center/subsidiary-financials.

The companies which were newly added or ceased to be subsidiaries / associate /joint ventures during the year are as follows:

As on March 31, 2023, the Company has the following 5 unlisted material subsidiaries as per the parameters laid down under SEBI LODR Regulations. These material subsidiary companies are: UPL Corporation Limited, Mauritius, UPL Do Brasil -Industria e Comercio de Insumos Agropecuarios S.A., UPL Agrosolutions Canada Inc., UPL NA Inc and UPL Mauritius Limited. None of these subsidiaries have sold, disposed off or leased more than 20% of its assets during the current year. The Company's policy on material subsidiaries can be accessed at https://www.upl- ltd.com/investors/corporate-governance/policies.

All related party transactions ("RPT") entered into during the year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

Prior omnibus approval oftheAuditCommittee is obtained for related party transactions which are repetitive in nature. Audit Committee reviews all related party transactions in detail as required under applicable law and regulations on a quarterly basis. The Audit Committee of UPL Limited consists of only Independent Directors. It reviews the related party transactions from the point of view of the business need, arm's length pricing and major commercial terms. UPL has put in place a stringent process to approve related party transactions. The Company engages a Big Four accounting firm (or other reputed agency) to review the intercompany transfer pricing arrangement with respectto all international related party transactions, from the standpoint of transfer pricing regulations undertheTax laws for determining arm's length pricing. Similar exercise is also carried out for domestic related party transactions.

The policy on RPTs as approved by the Board is available on the website of the Company at https://www.upl-ltd.com/ investors/corporate-governance/policies

SEBI has amended the provisions relating to RPTs pursuant to which approval of the Members of the Company is required for entering into material RPTs effective from April 1,2022. Accordingly, the Company atthe Extraordinary General Meeting held on March 24,2023 obtained approval of the Members for continuing / undertaking RPTs which may exceed the materiality threshold of Rs 1000 crore and which are in the ordinary course of business and on arms' length basis.

Detailed disclosure on related party transactions as per IN D AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements. Disclosure on related party transactions on half year basis are also submitted to the stock exchanges.

All the properties and operations of the Company, to its best judgement have been adequately insured.

There are no significant and material order passed by the Regulators or Courts which impacts the Company's ability to continue as a going concern.

At the 38^th Annual General Meeting ("AGM") of the Company held on August 12,2022, the Members of the Company had re-appointed B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditor of the Company pursuant to section 139 of the Companies Act, 2013 for the second term oRs. 5 (five) years from the Company's financial year 2022-23 till the conclusion of the 43^rd AGM of the Company.

The Auditor's Report on standalone and consolidated financial statements for the year ended March 31, 2023 forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereto, the cost records maintained by the Company are required to be audited. The Company has maintained cost records as per the requirements of the Companies (Cost Records and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee, has appointed M/s. RA 8< Co., Cost Accountants to audit the cost records of the Company for the financial year 2023-24 at a remuneration of Rs 11,75,000/- (Rupees Eleven Lakhs and Seventy-Five Thousand only). The Company has received a certificate of eligibility from the cost auditor for their appointment. As per the provisions of the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for approval / ratification. Accordingly, a resolution seeking Member's approval for the remuneration payable to M/s. RA 8< Co., Cost Auditor is included in the Notice convening the AGM.

The Cost Audit Report for the financial year 2021-22 was filed with the Ministry of Corporate Affairs on August 10, 2022. The report was unmodified and did not contain any qualification, reservation or adverse remark. The Cost Audit Report for the financial year 2022-23 will be filed before the due date.

Pursuant to section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to conduct secretarial audit for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to this report as Annexure 3. The report of the Secretarial Auditor for the financial year 2022-23 is unmodified and does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. N. L. Bhatia & Associates to conduct the secretarial audit for the financial year 2023-24. They have confirmed their eligibility for the appointment.

During the year, there are no instances of any fraud reported by any of the aforesaid auditors to the Audit Committee or the Board.

In accordance with the provisions of section 152 of the Companies Act, 2013 ("the Act") and Articles of Association of the Company, Mr. Jai Shroff (DIN: 00191050), Non- Executive Director of the Company, retires by rotation at the forthcoming AGM of the Company and being eligible has offered himself for re-appointment. An ordinary resolution in this regard has been proposed for approval of the members. The information of Mr. Jai Shroff seeking re-appointment, as required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, is provided in the Notice convening the 39^th AGM of the Company.

Mr. Rajnikant Shroff (DIN: 00180810) stepped down from his dual responsibility as Chairman and Managing Director of the Company w.e.f. December 1,2022. The Board of Directors of UPL Limited, in view of dedication of Mr. Rajnikant Shroff in building UPL as the fifth largest crop protection global company and his work towards ensuring food security for India and other countries, designated him as the "Chairman Emeritus" of the Board. Mr. Rajnikant Shroff continues to devote his full time for social causes and focus on advocacy for improving Indian agrochemical industry.

Mr. Arun Ashar (DIN:00192088), stepped down as Wholetime Director of the Company w.e.f. December 1, 2022.

The Board of Directors places on record its appreciation for the services rendered by Mr. Rajnikant Shroff and Mr. Arun Ashar and their unwavering commitment to UPL.

The Board of Directors designated Mr. Jai Shroff as Non- Executive Chairman of the Board w.e.f. December 1, 2022.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Raj Tiwari (DIN: 09772257) as an Additional Director as well as Whole-Time Director and Mr. Carlos Pellicer (DIN:09775747) as an Additional Director (Non- Executive and Non-Independent) on the Board w.e.f. November 1, 2022. The appointment of Mr. Raj Tiwari and

Mr. Carlos Pellicer were approved by the Members of the Company at the Extraordinary General Meeting held on November 25, 2022.

Further in line with the best-in-class global corporate governance principles, two of the long serving independent directors, Mr. Pradeep Goyal (DIN: 00008370) and Dr. Reena Ramachandran (DIN: 00212371), who contributed significantly in the functioning of the Board chose to voluntarily step-down w.e.f December 1, 2022 before the statutorily permitted second term oRs. 5 years which would end in March 2024. The Board of Directors places on record its appreciation for the services rendered by Mr. Pradeep Goyal and Dr. Reena Ramachandran and their role in raising the bar of corporate governance in UPL.

The Board of Directors of the Company, on recommendation of the Nomination and Remuneration Committee, appointed Mr. Suresh Kumar (DIN: 00512630) as an Additional Director (Non-Executive and Independent) w.e.f. October 20, 2022. The appointment was approved by the Members of the Company at the Extraordinary General Meeting held on November 25, 2022 for a period oRs. 5 years.

All the independent directors of the Company as on March 31, 2023 have given requisite declarations stating that they meet the criteria of independence laid down under section 149(6) of the Act, Regulation 16(b) of SEBI Listing Regulations and have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Following are the Key Managerial Personnels as per section 2(51) of the Act as on March 31, 2023:

1. Mr. Raj Tiwari - Whole-Time Director

2. Mr. Anand Vora - Chief Financial Officer

3. Mr. Sandeep Deshmukh - Company Secretary and Compliance Officer

Pursuant to the provisions of Companies Act, 2013 and the SEBI Listing Regulations, the evaluation process for performance of the Board, its various committees, individual directors and the Chairman of the Board and respective Committees was carried out during the year. Each director was provided a questionnaire to be filled up providing feedback on the overall functioning of the Board, its Committees and contribution of individual directors. The questionnaire covered various parameters such as structure of the Board/Committees, board meeting practices, overall board effectiveness, attendance/ participation of directors in the meetings, etc. The directors were also asked to provide their suggestions for areas of improvement to ensure higher degree of engagement with the management. All the Directors were satisfied with the effectiveness of evaluation carried out during the year.

The Independent Directors during the year completed evaluation of Non-independent/Non-promoter Directors and the entire Board including the Chairman. The Independent Directors expressed satisfaction on overall functioning of the Board, various committees as well as all the directors of the Company. They appreciated the knowledge and expertise of the Chairman and Group CEO and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of corporate values and culture of the Company.

The Board also discussed the report of performance evaluation and its outcome.

The Board has seven committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, Sustainability Committee and Finance and Operations Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board.

The Board met eleven times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on the Board, its Committees, its composition, terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

The Board on the recommendation of the Nomination and Remuneration Committee framed and adopted the Nomination and Remuneration Policy for selection, appointment and removal of directors, senior management, key managerial personnel (KMP) including their remuneration. The Board recognises that various Committees of the Board have a very important role to play in ensuring the highest standards of corporate governance. The Chairman of the Board and other Directors form the broad policies and ensure their implementation in the best interests of the Company.

The criteria for selection of directors, senior management and KMP inter-alia include qualifications, experience, expertise, integrity, independence of the directors and board diversity.

The remuneration to non-executive directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. As per the approval given by the members, the said commission shall not exceed 1% of the net profits of the Company. All the independent directors are paid commission on uniform basis. The Independent directors are not entitled to any stock options.

The remuneration to Whole Time Director/Executive Directors is broadly divided into fixed and variable components. The fixed components comprise of monthly salary, allowances, perquisites, and other retirement benefits. The variable component comprise of performance based annual commission. The remuneration payable to them is subjectto approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company.

In respect of senior management, the remuneration is based on their performance, Company's performance, individual targets achieved, industry benchmark and compensation trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits.

The Nomination and Remuneration Policy and Executive Compensation Policy are available on the website of the Company at https://www.upl-ltd.com/investors/corporate- governance/policies.

Pursuantto the SEBI Listing Regulations, the Company has devised a familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

Through the familiarisation programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company's vision, core values, ethics and corporate governance practices.

At the time of appointment of Independent Director, a formal letter of appointment is given to them, which explains their role, responsibility and rights in the Company. Subsequently they are apprised of the Company's policies on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to apprise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company.

Details of familiarisation programme of Independent Directors are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies.

The Company continuously strives to be the best globally in all the domains of its operations and believes that its employees are the core foundation of this vision. The HR strategy is committed to creating an engaging workforce and an inspirational leadership that continuously powers this vision.

Multiple initiatives were undertaken for employee wellness in FY22-23 which was in line with UPL values of Always Human, Agile and Nothing is Impossible. Some of the initiatives are as under:

- Expansion of services with external partners on employee wellbeing including online medical consultation.

- UPL has conducted Power of Inclusion workshop in this year. 65 batches were completed covering 844+ managers and leaders altogether across all regions. Going ahead, we will be supplementing this program with a detailed learning initiative to all employees to ensure continuous DEI progress is maintained through a 90 minutes reflective workshop video on Openlntel.

- Conducted webinar on the occasion of Pink October to create awareness on Breast Cancer for all employees.

- On the occasion of International Women's Day, UPL conducted a session on menstrual health, explaining the myths & facts about menstruation.

- As part of International Women's Day, conducted a workshop at UPL for all women at Mumbai for Image Consulting and Personal Branding.

Catalyst is a global digital onboarding program of UPL which aims to ensure that employees feel connected to the organisation. Catalyst delivers engaging and uniform employee experience across geographies & business, enabling smooth and quick transition into their new roles for the new joiners. It provides new hires with a comprehensive onboarding experience that reinforces their decision to work with UPL and supports them in performing their job at a high level.

Catalyst program has 3 unique phases which are designed to make new joiners assimilation journey informative and fun.

- DISCOVER is the first module of Catalyst which focuses on pre-onboarding phase of new joiner. UPL Discover is a microsite designed for new joiner to access the information of UPL at one place.

- ENGAGE is the second module of Catalyst and in this phase, new joiner gets acquainted to our Global Policies, Business, Functions, Employee Portal - myUPL, Ethics & Compliances. Newjoinee getan in-depth understanding of Our Regional Businesses, Organization Culture and Policies applicable.

- GROW is the third module of our Catalyst journey to keep the new joiner engaged and through our Post- Onboarding Module - GROW - new joiner gets in-depth knowledge about OpenAg - Our Core Purpose, Core Values, Social Responsibility initiatives, various Lines of Business and Crop Value Chain. Not only that, Grow module also provides access to mandatory learning courses which are assigned to be compliant and be aware of company's code of conduct.

The University Relations Program in UPL is called, 'NextGen

- Fostering Talent for The Future'. The focus of this program is on hiring, nurturing young talent and assimilating them into our organizational culture to be future leaders. In the NextGen Program, we intend to hire Management Trainees (MBA graduates), EngineerTrainees (Engineering graduates), Research Trainees (Chemistry graduates) and Interns (pursuing MBA, Engineering and Professional Courses in Finance, Law etc).

The program acts as the foundation of inculcating UPL's core values, culture, perspective, and diversity in fresh talent with a vision to create talent pipeline. The major objective of university recruitment is to help tap a wider talent pool by hiring through multiple premium colleges and making it easier to train people with similar backgrounds in a standardized way. The NextGen program develop and maintain UPL's employer brand in front of the young talent and create a long-lasting impression on a wide audience.

With the NextGen program we expose the new hires to strategic and challenging projects that have direct impact on the business. The program also nurtures them with a well-structured 1-year training journey where they are subjected to soft skills training via Openlntel, Business training via plant and field visits and experiential learning via Learn from Expert Sessions with senior leadership.

The Trainees are given real time projects in diverse business functions like Global CPHQ, Sales & Marketing, Supply Chain & Manufacturing, D&A, Information Security, Intellectual Property, Human Resources etc.

Details of remuneration as required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 2.

Particulars of employee remuneration as required under section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company.

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 4 to this Report.

In terms of Section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently, and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Your Company has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of Para C of Schedule V of SEBI Listing Regulations. A certificate from B S R & Co. LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is part of this Annual Report.

The Management Discussions and Analysis Report and Business Responsibility and Sustainability Report forms part of the Annual Report as required under the SEBI Listing Regulations.

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India relating to the meetings of the Board and General Meetings.

Consolidated financial statements are prepared fortheyear 2022-23 in compliance with the provisions of the Companies Act, applicable accounting standards and as prescribed under the SEBI Listing Regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditor's Report thereon form part of the Company's Annual Report.

Pursuant to section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on March 31, 2023 has been placed on the website of the Company and the web link of such Annual Return is https://www.upl-ltd.com/investors/ financial-results-and-reports/annual-reports

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

3. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

4. There was no instance of one-time settlement with any Bank or Financial Institution.

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government of India and Government of various countries where the Company has operations, Government authorities, customers, vendors and members during the year under review.

Statements in the Director's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.