UPL Ltd Directors Report

Dear Members,

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, 2024.

FINANCIAL RESULTS

(H in crores)

	Consolidated		Standalone
Particulars
	2023-24	2022-23	2023-24	2022-23
Continuing Operations
Total Income	43,581	54,053	6,202	9,480
EBITDA*	5,515	11,178	1,205	1,300
Depreciation/amortisation	2,763	2,547	130	431
Finance Cost	3,852	2,963	144	188
Exceptional items	252	170	-	-
(Loss) /Profit from Associates and Joint Venture	(242)	157	-	-
(Loss)/Profit before tax from continuing operations	(2,087)	5,150	931	681
Provision for taxation
Current tax	790	1,506	46	109
Deferred tax	(999)	(770)	(6)	(1)
(Loss)/Profit after tax from continuing operations -(A)	(1,878)	4,414	891	573
Discontinued Operations:
Profit before tax from discontinued operations	-	-	422	603
Less: Tax expense of discontinued operations	-	-	105	201
Profit from discontinued operations after tax (B)	-	-	317	402
(Loss)/Profit after tax for the year (A+B)	(1,878)	4,414	1,208	975
Attributable to:
Owners of the parent	(1,200)	3,570	1,208	975
Non Controlling Interests	(678)	844	-	-

*EBITDA for Consolidated amount excludes Exchange Difference (net) on trade receivables, trade payables, etc. and other income.

OPERATIONAL PERFORMANCE

FY2024 was one of the most challenging years for the crop protection chemicals industry globally. Lower agrochemical prices and liquidation of high-cost inventory had adverse impact on the realizations and revenues. UPLs consolidated revenues were H 43,581 Crores, a drop of almost 20% over previous year, while EBITDA dropped by 51% to H 5,515 Crores. Contribution margins were impacted by the transitory impact of higher rebates to support the channel partners and liquidation of high-cost inventory. Further, our net finance costs increased by 10% year-on year, mainly due to the rise in benchmark interest rates on borrowings and an increase in quantum of debt. Overall, the average cost of debt for the year stood at around 7% per annum.

The management is hopeful that FY2025 will bring the business back on track through profitable growth, prioritizing margins over volumes, cash generation, and driving innovation for value creation. Business should be on recovery path on account of differentiated and sustainable products, new launches and cost optimization. The resulting positive impact through our operating model upgrade is expected to drive organizational efficiency and excellence. The region-wise performance for FY2024 is as under:

Region (J in crores)	FY 2024	FY 2023	Change
Latin America	17,254	21,975	(21%)
Europe	6,609	7,324	(10%)
North America	3,893	8,735	(55%)
India	5,503	6,539	(16%)
Rest of the World	9,840	9,002	9%

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

STRATEGIC CORPORATE REALIGNMENT - SPECIALTY CHEMCIAL BUSINESS

UPL embarked upon the journey of realignment of businesses with the intent to create self-sustainable pure-play business platforms. During the first phase of realignment, the Company implemented strategic business realignment in FY2023 which involved creation of two distinct pure-play platforms viz. (a) Crop Protection Business (domestic) under UPL Sustainable Agri Solutions Limited (UPL SAS); and (b) Advanta Seeds Business under Advanta Enterprises Limited (AEL). With the successful completion of the first phase of realignment, the Company initiated balance realignment process in FY2024 to create a pure play platform for ‘Specialty Chemical business. The shareholders of the Company had approved transfer of Specialty Chemical business undertaking to UPL Speciality Chemicals Limited ("USCL") a wholly owned subsidiary of the Company with the objective to establish Specialty Chemicals business as a pure play manufacturing platform, which is in the process of implementation.

PROPOSED RIGHTS ISSUE OF EQUITY SHARES

The Board of Directors of the Company at its meeting held on Friday, December 22, 2023 had approved the proposal for fund raising by way of Rights Issue of Equity Shares for an amount aggregating upto H 4,200 crores. The Company is in the process of completing necessary formalities and compliances which are required for the proposed rights issue of equity shares.

DIVIDEND

The Board has recommended a dividend of 50% i.e. H 1/- per equity share of H 2/- each for the financial year ended March 31, 2024, 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 per the 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. H 75 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. History of dividends declared by the Company since last 11 years is available on the website of the Company at https://www.upl-ltd. com/investors/shareholder-center/dividend-history.

FINANCE

(a) Deposits

During FY2024, the Company did not accept any deposit within the meaning of Chapter V of the Companies Act, 2013.

(b) Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments are given in the Note nos. 8, 9 and 36 to the standalone financial statement.

(c) Changes in Paid-up Share Capital

During the year, no equity shares were issued or allotted. The paid-up share capital of the Company as at March 31, 2024 was H 150,12,15,282/- comprising of 75,06,07,641 equity shares of face value H 2/- each.

(d) Transfer to Reserves

Apart from transfer of H 3 Crore to Capital Redemption

Reserve, no amount is proposed to be transferred to any reserve(s).

LISTING OF COMMERCIAL PAPERS

The Company has issued Commercial Papers amounting to H 1500 crores during FY2024. All the Commercial Papers are listed on National Stock Exchange of India Limited. The Company has not defaulted in any of its dues to the financial lenders. The commercial papers are rated by CRISIL & CARE. The details of ratings are provided in the Corporate Governance Report which forms a part of this report.

ENVIRONMENT AND SUSTAINABILITY

At UPL Limited, Sustainability is driven with top-down approach. We have integrated environment, social & governance dimensions to embed sustainability. We believe that a business can be profitable by adopting sustainable practices ensuring harmony with the society and environment. We are constantly working to reduce our environmental footprint and find innovative product solutions that benefit the society. Our commitment to environmental protection extends beyond the scope of legal requirements. We are committed to the chemical industrys Responsible Care™ initiative and have set out the science based targets with validation & approval from United Nations initiated Science Based Targets initiative (SBTi).

UPL Sustainability Targets Achievements:
			Strengthen
Reduce Environmental Footprint	Enhance World Food Security	Enhance Sustainable Sourcing	Community Wellbeing
Target	Target	Target	Target
Reduce 20% specific water,	Achieve 50% revenues	Achieve 60% sustainable	Impact 3 million lives
25% specific CO2 & 25% specific waste by 2025 from baseline 2020.	from sustainable & differentiated products by 2027.	sourcing by 2025.	through livelihood, education, health and sanitation by 2025.
Performance	Performance	Performance	Performance
Reduced 47% specific water,	Achieved 36% revenues	Achieved 35% sustainable	Impacted 1.75 million
34% specific CO2 & 52% specific waste in 2024 from baseline 2020.	from sustainable & differentiated products in 2024.	sourcing by 2024.	lives through livelihood, education, health and sanitation by 2024.

Some of the major developments of the FY2024 are summarized below:

UPL has been included in the Dow Jones Sustainability Indices World Index (DJSI).

UPL has been included in CDP Supplier Engagement Leaderboard.

UPLs science based targets are validated & approved by UN initiated Science Based Targets initiative (SBTi).

In house sustainability data tracker software is successfully implemented to track sustainability data from 41 manufacturing plants worldwide.

ESG rating agency DJSI rated UPL No. 1 amongst all agro-chemical companies globally.

Granted 3 Patents at Green Cell for sustainable technologies.

International Sustainability Rating

1. Dow Jones Sustainability Indices (DJSI) ESG Rating:

UPLs DJSI score in 2023 was 76 out of 100 which is highest amongst agro-chemicals globally.

2. FTSE Russell ESG Rating:

UPLs FTSE score in 2023 was 3.8 out of 5. UPL was awarded and listed in FTSE 4 Good Index for strong environmental, social and governance practices which were measured against globally recognised standards. UPL scored higher rating in all three dimensions from industry average.

RESEARCH AND DEVELOPMENT

The Company is proud to possess world class Research & Development ("R&D") Centers spread across various locations in India as well as abroad. The highly dedicated scientists and engineers working in R&D Centers across the globe are completely focused on the Companys mission to make food products more sustainable.

The Company has invested substantially in expanding its Research & Technology Centre. The newly constructed world class R.D. Shroff Research and Technology Centre accommodates additional laboratory workspaces and employs highly sophisticated Research & Development equipment for venturing into newer areas of technologies such as Flow Chemistry, Bio-technological processes, Pheromones, Natural Plant Products, Adjuvants and Surfactants. The Companys R&D scientists are engaged in designing viable, cost-effective, and environmentally safe processes for the Speciality and Industrial Chemical products needed for captive consumption and for supplying to other Industrial Customers as well.

The Scientists working in the Companys R&D Centers are meticulously working towards developing innovative and highly efficacious combination products. The Scientists have successfully provided cost-effective integrated pest management solutions to support the farmers globally.

The R&D scientists strive to incorporate principles of green chemistry and atom economy in the products and processes during development. The environmental effects and product safety are given utmost importance during each stage of the process. The products and intermediates are thoroughly evaluated for personal safety, biohazards, and environmental safety.

The products intended for commercialization are initially tested at highly competitive GLP laboratories and 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 are generated before their regulatory approval.

The commercial products undergo rigorous testing through independent Quality Assurance laboratories and field research stations before they are offered to the Companys esteemed customers.

CORPORATE SOCIAL RESPONSIBILITY

UPL is committed to build a sustainable future for itself and all its stakeholders. At UPL, the priority has always been people and planet alongside its business growth. UPLs Corporate Social Responsibility (CSR) is a part of our DNA, and all our initiatives are curated with the intention of creating a more equitable and inclusive society. The company is committed to making a positive social impact beyond its business operations. Operating with the two core principles of "Open Hearts" and "Always Human", community wellbeing is always at the heart of our initiatives and form the guiding force of our CSR initiatives aligned to our fundamental belief, "Nothing is Impossible". The Company focuses on sustainable solutions that address community needs. These initiatives extend beyond factory and office locations, reaching diverse geographies to strengthen communities and promote self-reliance. UPLs holistic approach integrates CSR with its business strategy, emphasizing collaboration, knowledge transfer, and shared value creation. The Company understands and reciprocates to the needs of its communities to enable and empower them to lead a dignified life. UPLs CSR initiatives are aligned to the United Nations Sustainable Development Goals (UN SDGs) and in line with the nations development needs. The CSR strategy is envisioned as a catalyst for bringing about sustainable transformation and social integration with the aim of creating equality, social inclusion, and economic growth for a more equitable society. UPLs 4 focus areas in CSR are:

1. Institution of Excellence.

2. Sustainable Livelihood.

3. Biodiversity Conservation.

4. Inclusive Development and Growth

Our CSR values are shared across the globe by UPL and all its subsidiary companies. We have impacted around 1.75 million lives through our CSR initiatives.

For detailed report on Corporate Social Responsibility, please refer to the section ‘Social Initiatives in the annual report and Annexure 1 to this Boards 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.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

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 Companys 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 .

PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE WORKPLACE

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 – Policy on Prevention and Redress of Sexual Harassment at Workplace ("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 received one formal complaint during FY2024 and the same was duly resolved.

All employees are mandated to attend a classroom training and confirm their adherence to the rules as mentioned on Companys website. During FY2024, a refresher POSH workshop was conducted for 59 Committee members online for 1 day by Companys external members. Employees were asked to complete the online course of Prevention of Workplace Harassment (POSH) as part of the awareness session.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 frauds and errors.

- Safeguarding of 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. Improvements in processes 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 audit findings. 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.

RISK MANAGEMENT FRAMEWORK

In todays dynamic business landscape, with multiple uncertainties being confronted by businesses in tandem, it gets critical for us to stay vigilant about key enterprise-wide risks that may impact our strategic business objectives and respond to them in a proactive manner. At UPL, our risk enabled performance management framework enables us to identify potential risks before they occur in order to mitigate the downside of risks and harness the opportunities.

To achieve above stated objective, UPL has developed and implemented Risk-enabled performance 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 organizations 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, organization wide understanding of ERM by defining key ERM principles to be adhered across UPL, in a phased manner. UPL has adopted a standard framework, including risk management process and enabling templates across business functions to ensure a coordinate 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.

UPLs ERM Framework defines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance and oversight. The Company has also appointed a dedicated ERM team and developing a formal network of risk champions across businesses and functions to strengthen the risk-aware corporate culture and ensure availability of risk management focused competency within the organization at all times.

The Company has developed and implemented a multi-tier risk identification 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 by appropriate stakeholders to ensure that the overall approach to risk management is dynamic, including assessment of mitigation plans to enhance the overall assurance to the management and Board. This further provides an assurance on the review of risk profile at an acceptable level in a rapidly changing environment. Given the dynamic nature of business, UPL has defined and implemented a formal process 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. Pursuant to Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 ("SEBI Listing Regulations"), a Risk Management Committee, consisting of Dr. Vasant Gandhi - Chairman-Independent Director, Mr. Carlos Pellicer - Non-Executive, Non- Independent Director, Mr. Raj Kumar Tiwari, 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 Committee reviews identified risks, the effectiveness of the developed mitigation plan 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.

Risk Management highlights of the Year

After the successful implementation of the ERM process at UPL Limited, the Companys 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 advanced analytical capabilities to facilitate risk informed decision making through relevant emerging 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.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

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, 2024, there were 230 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 market with 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 Companys 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:

Sr.
		Country
No.	Name of the Company
Newly Formed / Acquired Entities
1	UPL Crop Protection Holdings Limited	Cayman
		Islands
2	Advanta Seeds Philippines Inc	Philippines
3	ASI Seeds Enterprises Kenya Limited	Kenya
4	Advanta Seeds Mexico Sa De Cv.	Mexico
5	UPL Lanka Bio (Private) Limited	Sri Lanka
6	UPL Radicle II LP	USA

 

Sr.
		Country
No.	Name of the Company
7	UPL Speciality Mauritius Limited	Mauritius
8	Advanta Seeds (Pty) Ltd	South Africa
9	UPL Arabia for Chemical Manufacturing	Kingdom Of
		Saudi Arabia
10	Advanta Seeds Zambia Limited	Zambia
11	Advanta Seeds Tanzania Limited	Tanzania
12	Advanta Seeds Hungary Kft	Hungary
13	UPL Share Service Center, S. A. de C. V.	Mexico

Ceased during the year due to merger / liquidation / sale

1	Arysta LifeScience U.K. BRL Limited	U.K.
2	Industrias Agriphar SA	Guatemala
3	Sci PPWJ	France
4	Arysta LifeScience UK & Ireland Ltd	U.K.
5	Decco Portugal Post Harvest LDA	Portugal

MATERIAL SUBSIDIARY

As on March 31, 2024, the Company has the following 4 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 Com?rcio de Insumos Agropecu?rios S.A., UPL Agrosolutions Canada Inc., and UPL Management DMCC. None of these subsidiaries have sold, disposed off or leased more than 20% of its assets during the current year. The Companys policy on material subsidiaries can be accessed at https://www.upl-ltd. com/investors/corporate-governance/policies.

RELATED PARTY TRANSACTIONS

All related party transactions ("RPT") entered into during the year were on arms 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 of the Audit Committee 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, arms 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 inter-company transfer pricing arrangement with respect to all international related party transactions, from the standpoint of transfer pricing regulations under the Tax laws for determining arms 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 at the Extraordinary General Meeting held on March 28, 2024 obtained approval of the Members for continuing / undertaking RPTs which may exceed the materiality threshold of H 1000 crore and which are in the ordinary course of business and on arms length basis.

Detailed disclosure on related party transactions as per IND 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.

INSURANCE

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS a) Statutory Auditor

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 of 5 (five) years from the Companys FY2022-23 till the conclusion of the 43^rd AGM of the Company.

The Auditors Report on standalone and consolidated financial statements for the year ended March 31, 2024 forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark. b) Cost Auditor

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 & Co., Cost Accountants to audit the cost records of the Company for the FY2025 at a remuneration of H 12,10,000/- (Rupees Twelve Lakh Ten Thousand only) plus applicable taxes as well as the reimbursement of reasonable out-of-pocket expenses on actual basis. 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 Members approval for the remuneration payable to M/s. RA & Co., Cost Auditor is included in the Notice convening the AGM.

The Cost Audit Report for the FY2023 was filed with the Ministry of Corporate Affairs on August 10, 2023. The report was unmodified and did not contain any qualification, reservation or adverse remark. The Cost Audit Report for the FY2024 will be filed before the due date. c) Secretarial Auditor

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 FY2023-24. The Report of the Secretarial Auditor is annexed to this report as Annexure 3. The report of the Secretarial Auditor for the FY2024 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 FY2025. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act") and Articles of Association of the Company, Mr. Vikram R. Shroff (DIN: 00191472), 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. Vikram R. Shroff seeking re-appointment, as required under 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 40^th AGM of the Company.

The Nomination and Remuneration Committee and the Board considered and recommended re-appointment of Ms. Usha Monari (DIN: 08652684) for a second term of 5 consecutive years as an Independent Director of the Company. Ms. Usha Monari was appointed as an Independent Director in the 39^th AGM held on August 18, 2023.

All the independent directors of the Company as on March 31, 2024 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 on March 31, 2024 as per section 2(51) of the Act:

1. Mr. Raj Kumar Tiwari – Whole-Time Director

2. Mr. Anand Vora – Chief Financial Officer

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

EVALUATION OF BOARDS PERFORMANCE

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.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

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 9 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.

NOMINATION AND REMUNERATION POLICY

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 Chairman of the Board and other Directors form the policies and ensure their implementation in the best interests of the Company.

The Committee plays important role in selection of directors, senior management and KMP inter-alia including determination of qualifications, experience, expertise, and board diversity.

Remuneration to non-executive directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. The said commission is restricted to 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 a 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 subject to 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. For senior management, the remuneration is based on their performance, Companys 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.

HUMAN RESOURCES

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.

Key initiatives undertaken for Employees and Employees Wellness are as under: -

1. NextGen – University Relations Program for the development of Associates.

2. CTO Mentoring Program for career advancement.

3. Advanced Leadership Development Program for Senior Leaders.

4. Executive Coaching for high-potential employees.

5. Women Leadership Program, Stand Tall for high-potential women.

6. Talent Rotation for high potential employees.

PARTICULARS OF EMPLOYEES

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.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2024, 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, 2024 and of the profit/loss 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.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT & BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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 N.L Bhatia & Associates, Practicing Company Secretaries 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.

COMPLIANCE WITH SECRETARIAL STANDARDS

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 STATEMENT

Consolidated financial statements are prepared for the FY2024 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 Auditors Report thereon form part of the Companys Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on March 31, 2024 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

OTHER DISCLOSURES

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 FY2024.

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

ACKNOWLEDGEMENT

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.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis Report describing the Companys 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 Companys 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.

	On behalf of the Board of Directors
	Jaidev R. Shroff
Mumbai	Chairman
May 13, 2024	(DIN: 00191050)