February 25, 2016

UPL – Advanta Merger Scheme

Investor Presentation

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Merger

Merger Overview

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Appointed Date

Swap Ratio

Terms of Preference

Shares

• The appointed date for merger is April 1, 2015

• 1 UPL equity share for 1 equity share of Advanta• 3 Optionally Convertible Preference Shares (of par value Rs. 10 each) of

UPL for 1 equity share of resident shareholders of Advanta• 3 Compulsorily Convertible Preference Shares (of par value Rs. 10 each)

of UPL for 1 equity share of non-resident shareholders of Advanta• Advanta GDR holders holding 1 GDR will be issued 1.06 GDR of UPL

• Face Value: Rs. 10• Tenure: 18 months• Rate of Dividend: 5% payable annually• Convertibility Option: Shareholders have the option of converting

Preference Shares any time after issue date• Redemption: Optionally Redeemable Convertible Preference Shares

to be redeemed at par at the end of 18 months

Regulatory Approvals

• The key approvals required for the proposed Scheme are:• Shareholders / Creditors / Lenders of UPL and Advanta• SEBI and Stock Exchanges• Competition Commission of India / RBI• Jurisdictional High Court of Gujarat

• Such other approvals as may be required

Terms of Share Swap

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• For e.g. Shareholder A (Resident) holds 157 Equity Shares (face value of Rs. 2 per

share) of Advanta

• As per the merger scheme, he will get:

• 157 Equity Shares (face value of Rs. 2 per share) of UPL

• 471 Optionally Convertible Preference Shares (face value of Rs. 10 per share) of

UPL

• Conversion Ratio - Optionally Convertible Preference Shares is 471 Preference

Shares : 10 Equity Shares

• For e.g. Shareholder B (Non-Resident) holds 157 Equity Shares (face value of Rs. 2 per

share) of Advanta

• As per the merger scheme, he will get:

• 157 Equity Shares (face value of Rs. 2 per share) of UPL

• 471 Compulsorily Convertible Preference Shares (face value of Rs. 10 per share)

of UPL

• Conversion Ratio - Compulsorily Convertible Preference Shares is 471

Preference Shares : 10 Equity Shares

UPL Shareholding Pattern

Promoter Group

29.8% 70.2%

48.4%

13.0%

Public

As of November 20, 2015

If Nov. 20, 2015 share holding structure is used as the basis, 77.45 mn new UPL equity shares would have to be issued

Fully Diluted Ownership Post Merger

Promoter Group

29.8% 70.2%

38.9%

10.5%

PublicPromoter

Group

27.8% 72.2%

Public

Assumptions:• Advanta outstanding FCCB’s will be fully converted• Advanta outstanding ESOP’s will be fully exercised

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38.6% 50.6%

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Background

UPL and Advanta – A Snapshot

Global Agrochemical Company Transnational Plant Genetics Company

Global crop protection solutions providerOverview

Products

Market Leadership

Operations

Marketing and Distribution

Leading international field crops and vegetable seed company

Fungicides, Herbicides, Insecticides, Rodenticides, Specialty Chemicals

11th largest agrochemical company globally

28 manufacturing locations in 9countries across 3 continents

120 patents, 4,600+ registrations

Direct presence: 40 countries

Key Brands: Ulala, Starthene, Unizeb Gold, Devrinol, Lifeline

Seeds: Sorghum, Sunflower, Corn, Canola, Mustard, Rice, Wheat, Nutrifeeds

Vegetable crops

Direct presence: 6 countries

Key Brands: Advanta, Pacific Seeds, Alta Seeds, Vereda & Golden Seeds

11th largest seed company globally World leader in Sorghum Large South Asian vegetable seeds co.

2 biotech and 15 R&D stations Processing facilities in 5 countries Strong technology collaborations

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UPL – Transformational GrowthFY 2005 FY 2015

Geographical

Focus

Products

Businesses

• Primarily Domestic

Player

• Technical Sales

• Mainly Generics

• Crop Protection

• Amongst Global Top 11

• Branded Formulations

• Patented, Proprietary and Generics

• Crop Solutions and Adjacent Technologies

Revenue(INR mn)

PAT(INR mn)

Market Cap(INR mn)

• Organic Growth through

R&D and Product

Innovation

• Acquisition of Advanta

(2006), Cerexagri (2006),

RiceCo (2010), DVA Agro

(2011)

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24,187

189,529

FY05 FY15

1,560

11,440

FY05 FY15

14,163

120,905

FY05 FY15

Source: Company filings. Market capitalization as of March 31 for respective fiscal years.

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Advanta – Transformational GrowthCY 2006 CY 2014

Geographical

Focus

Products

Businesses

• Asia-Pac (incl. India), Argentina

• Proprietary germplasm on field crops

• Sorghum, tropical corn, sunflower

• Regional producer and seller

• 11th largest seed company, globally

• Superior seeds –germplasm, molecular marker, disease resistant technology

• Significantly enhanced seeds offering

Revenue(INR mn)

EBITDA(INR mn)

Market Cap(INR mn)

• Organic growth- added presence in EU, NAFTA, Indonesia, Brazil

• Added vegetables crops, genetically modified seeds - Corn and Canola, wheat in Australia

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Source: Company filings. Market capitalization as of IPO date (April 19, 2007) and December 31, 2014.

509

2,502

CY06 CY14

2,865

18,636

CY06 CY14

14,310

30,104

On IPO CY14

Key Financials: UPL and Advanta

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UPL

Mar. 31, 2015

(Proforma)

Advanta

Dec. 31, 2014

(Proforma)

Revenues (Rs. in million)¹ 117,395 18,636

EBIDTA % 19.5% 16.1%

Shareholder Funds (Rs. in million)² 58,603 10,635

Net Debt (Rs. in million)² 23,628 5,364

Net Debt Equity Ratio 0.40 0.50

¹ India seed revenue included in Advanta

² Outstanding FCCB's fully converted

Merger Rationale

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Merger – Why now?

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EXPONENTIAL GROWTH

• in line with global

trend

• newer geographies +

cross selling

opportunities

• proprietary access to

distributors and early

engagement with

farmers

• competitive cost

structure

Proprietary product access• Germplasm• Molecular marker and

Disease resistance technology

Strong R&D

Higher customer intimacy

Greater financial bandwidth

Talent and international experience

Low-cost entry to markets

Wider geographical presence

Seeds - future of agriculture value

78%

87%

77%

32%

33%

94%

94%

100%

89%

22%

13%

21%

68%

67%

6%

6%

11%

Syngenta

Bayer

Dow

Monsanto

Dupont

Adama

Nufarm

FMC

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Strategy In-Line with Global Business Models

* UPL figures are for FY ended March 31, 2015

FY 2014

Most crop

protection

players have a

sizeable

presence in

seeds

Agchem Seeds

Collaborative Research &

Development

•Both teams to develop seeds and formulations that complement each other

Merger strengthens UPL – Portfolio, R&D,Farmer Engagement

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Value Drivers

……… access to Advanta’s crop portfolio(Figures in brackets indicate market size of crop protection chemicals in the respective region / country)

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• Vegetables (USD 269 mn)

• Forages

• Sunflower (USD 418 mn)

• Sorghum• Forages

• Sorghum• Corn (USD 300 mn)• Sunflower (USD 64 mn)• Canola• Forages

• Soybeans (USD 6,000 mn)• Corn (USD 1,095 mn)

• Sorghum• Corn (USD 826 mn)• Vegetables (USD 3,229 mn)• Canola

• Sorghum• Corn (USD 2 mn)• Canola• Wheat

• Sorghum• Canola• Vegetables (USD 262 mn)

Synergies from Merger

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•Higher gross margins of seeds business to support UPL’smargin growth

Margin Accretive

• Integration of administrative and back-office functionsCost Savings

•Better working capital management and improved terms ofcredit

Economical Terms of Finance

•Effective April 2016, move to IFRS (Ind-AS) mandatesConsolidation of Advanta with UPL due to ‘De facto control’

•Merger prior to April 2016 will result in Goodwill recognitionand thereby optimize tax on its amortization

Accounting and Taxation

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Presence Across Entire Agri-inputs Value Chain

Increased Geographical

Reach

Improved Customer Access

Greater Focus

Growth Accretive

Sustainable Growth

Value Accretion

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Presence Across Entire Value Chain

• End-to-end presence across entire agri-inputs value chain: seeds to post-

harvest chemicals

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1

Seeds + Crop Protection Chemicals Post Harvest

Increased Geographical Reach

• 6 countries

• Strong presence in

Asia Pacific

• Increased access to

important countries

(e.g: Brazil,

Americas)

• Combined entity brings greater balance to geographic mix

• Leverage distribution, brand, penetration

• 40 countries

• Strong presence in

Europe and America

• Enhanced portfolio/

presence (e.g:

Australia, Thailand)

North America19%

Latam28%

Europe15%

India20%

RoW19%

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2

Note: Regional ratios (%) represent combined revenue mix of UPL Limited (Fiscal year 2015) and Advanta Limited (CY 2014)

Balanced geographical mix

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Customer Intimacy

Technology Differentiation

Seeds• Low capital• Higher R&D spend• Long gestation• Proprietary products

Superior technology differentiation

Better customer access

Crop Protection• High capital• Lower R&D spend• Short gestation• Generic products

+

Convergence leading to sustainable growth

Improved Access – Value Convergence3

• Continue investment in breeding and technology

• Geographic expansion and collaborations

• Product range enhancement

• Gain access to varied germplasm

• Increased share of innovative and differentiated products

• Sustainable technologies

• Enhanced farmer engagement

• Focus on Brazil, India, Africa, China

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Poised for Exponential Growth

Greater Focus4

• Proprietary product portfolio

• Seed coating business

• End-to-end solutions encompassing Seeds, Crop Protection and Post Harvest

• Top management focus and support

• Balance sheet support

• Lower cost to market

Greater Focus

• Complete crop solutions

• Early and direct customer engagement

• Specialized offerings by seed and crop protection teams

Customer Access

• Leverage channel capabilities

• Enhanced coverage in existing markets

• Access to newer territories

Geographical Presence

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Value Acceleration

Product Portfolio

Accelerated Growth

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C

G&A

~ USD 6 mn

Finance Cost ¹

~ USD 4 mn

Tax 2

~ USD 4 mn

Annual cost savings of ~ USD 14 m

Integration of crop protection and

seed business will provide

accelerated growth opportunities

for both the businesses

Merger Value Equation

Integrated model¹ successfully tested in India

with crop protection business growing 3.9x and

seed business 2.3x (2015 over 2008)

¹ Sales and marketing teams of crop protection and seedbusiness are independent

¹ Finance Cost savings of Advanta debt are computed based on interest rates applicable to UPL debt.

2 Savings in taxes are all outside of India.

Next Steps

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Expected Transaction Time Table

Event Timeline

Approval by Boards of both companies and announcement

BSE and NSE approval sought

BSE and NSE approval

Competition Commission approval sought

Application to Jurisdictional High Court

Competition Commission approval

Scheme documents posted to shareholders of both companies

UPL – Shareholders and Creditors Meetings

Advanta – Shareholders and Creditors Meetings

High Court approval

Other required approvals

Transaction completion

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5 to 6 months

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Advisors

Independent Valuation

• BSR & Associates LLP

Fairness Opinion to UPL

• Citigroup Global Markets India Private Limited

Fairness Opinion to Advanta

• Kotak Mahindra Capital Company Limited

Legal Advisor

• J. Sagar Associates

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DisclaimerThis presentation has been prepared by UPL Limited (the “Company”) solely for information purposes without any regard to any specificobjectives, financial situations or informational needs of any particular person. This presentation may not be copied, distributed ordisseminated, directly or indirectly, in any manner. By reviewing this presentation, you agree to be bound by the trailing restrictionsregarding the information disclosed in these materials.

This presentation contains statements that constitute forward-looking statements. These statements include descriptions regarding theintent, belief or current expectations of the Company or its directors and officers with respect to the results of operations and financialcondition of the Company. These statements can be recognized by the use of words such as “expects,” “plans,” “will,” “estimates,”“projects,” or other words of similar meaning. Such forward-looking statements are not guarantees of future performance and involve risksand uncertainties, and actual results may differ from those in such forward-looking statements as a result of various factors and assumptionswhich the Company believes to be reasonable in light of its operating experience in recent years. The risks and uncertainties relating to thesestatements include, but not limited to, risks and uncertainties, regarding fluctuations in earnings, our ability to manage growth, competition,our ability to manage our international operations, government policies, regulations etc. The Company does not undertake any obligation torevise or update any forward-looking statement that may be made from time to time by or on behalf of the Company. Given these risks,uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on these forward-looking statements.

No representation, warranty, guarantee or undertaking, express or implied, is or will be made as to, and no reliance should be placed on, theaccuracy, completeness, correctness or fairness of the information, estimates, projections and opinions contained in this presentation.Potential investors must make their own assessment of the relevance, accuracy and adequacy of the information contained in thispresentation and must make such independent investigation as they may consider necessary or appropriate for such purpose. Suchinformation and opinions are in all events not current after the date of this presentation. Further, past performance is not necessarilyindicative of future results. Any opinions expressed in this presentation or the contents of this presentation are subject to change withoutnotice. This presentation should not be construed as legal, tax, investment or other advice.

None of the Company, any placement agent, promoters or any other persons that may participate in the offering of any securities of theCompany shall have any responsibility or liability whatsoever for any loss howsoever arising from this presentation or its contents orotherwise arising in connection therewith.

This presentation and its contents are confidential and should not be distributed, published or reproduced, in whole or part, or disclosed byrecipients directly or indirectly to any other person.

This presentation does not constitute or form part of and should not be construed as, directly or indirectly, any offer or invitation orinducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company by any person in anyjurisdiction, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any investmentdecision or any contract or commitment therefore. Securities of the Company may not be offered or sold in the United States absentregistration or an applicable exemption from registration under the United States Securities Act of 1933, as amended.

This presentation is not a prospectus, a statement in lieu of a prospectus, an offering circular, an advertisement or an offer document underthe Companies Act, 1956, as amended, replaced or reenacted by the Companies Act, 2013, the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law in India.

Thank You

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