#1UPL OpenAg™M Investor Presentation November 2019#2Safe Harbor Statement This document contains certain forward-looking statements. with respect to the financial condition, results of operations and business of UPL Limited ("UPL") and certain of the plans and objectives of UPL with respect to these items. Examples of forward-looking statements include statements made about our strategy, estimates of sales growth, future EBITDA and future developments in our organic business. Forward-looking statements can be identified generally as those containing words such as "anticipates", "assumes", "believes", "estimates", "expects", "should", "will", "will likely result", "forecast", "outlook", "projects", "may" or similar expressions. By their nature, forward-looking statements. involve risk and uncertainty because they relate to future. events and circumstances and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, domestic and global economic and business conditions, the successful implementation of our strategy and our ability to realize the benefits of this strategy, our ability to develop and market new products, changes in legislation, legal claims, changes in exchange and interest. rates, changes in tax rates, raw materials and employee costs, our ability to identify and complete successful acquisitions and to integrate those acquisitions in to our business, our ability to successfully exit certain businesses or restructure our operations, the rate of technological changes, political, economic and other developments in countries where UPL operates, industry consolidation and competition. As a result, UPL's actual future results may differ materially from the plans, goals and expectations set forth in such forward-looking statements. For a discussion of factors that could cause future results to differ from such forward-looking statements, see also Risk management, of our Annual Report. UPL 2#3Together UPL and Arysta have created a new Global Leader O O O O UPL Complementary geographies - India, USA, Western Europe, Australia Best-in-class manufacturing and operational excellence Well diversified portfolio across the entire value chain Robust balance sheet and track record of successful M&A Leadership position in organic farming O O O O Arysta LifeScience Complementary geographies - Africa, Russia, Eastern Europe, Andean, Japan Strong Marketing and R&D competences Exposure to fast growing market segments & specialty crops Unique asset light model, underscoring high capital efficiency Leader in BioStimulants and BioControl UPL UPL Creating a tier-1 player with the scale to win with expanded geographic reach Agile company with great customer intimacy and customer insights driven innovation End to end offerings from seeds to post-harvest Best-in-class Asset and R&D efficiency A with unique manufacturing capabilities Our People ☆ Leader in high growth BioSolutions and Emerging Markets 3#4CEO's statement "I truly believe that UPL will be the most advanced company in the world in the space of Sustainable Agriculture.." "The impact of all the technologies can be massive on making farming more sustainable, farmers more resilient (from impact of climate change) .... and farmers more profitable.... the crops safer" "Making the portfolio of technologies affordable for the poorest farmers in the world" "We can.... reduce the use of chemical fertilizer .... reduce the use of crop protection products .... reduce water requirement by 25% to 40%.... improve value of farm produce by improving quality and quantity.... reduce operator exposure during spraying operations" "We have the largest portfolio of Biological products.... which consist of bio control/bio stimulants.... we have one of the largest portfolio for Organic farming" "We do all this by reducing cost of cultivation for small farmers by 25% and increase production and value by 25%" "And we make money doing this" "This makes us one of the most attractive company for anyone who is interested in Sustainability" UPL ... Jai Shroff, Global CEO 4#5Vision Our vision is to be an icon for growth, technology and innovation. We only have one vision and it is not highlighted by the year. Mission Change the game - to make every single food product more sustainable. UPL 5#6UPL: Values Live UPL Work UPL Always Human We are all about connecting with people, in a human way - showing respect, demonstrating trust, celebrating diversity. For us technology is an enabler, not the endgame. We see the value in human connectivity and how it creates new opportunities for everyone. With this, comes our promise to protect people's safety in every way we can. UPL Nothings Impossible There isn't any limit to our ambition or our ability to grow. We are not afraid to run with new ideas, work with new partners, anticipate new needs, push ourselves beyond our comfort zones or simply ask 'Why not?'. We dare to change the game and create a new food economy for the world. Win-Win- Win We serve a cause bigger than ourselves - sustainability of global food systems. We win when we create sustainable solutions based on responsible choices, when everyone we serve and partner with grows too, and when together we achieve sustainable growth for society as a whole the biggest win of all. One team, one focus We are one team, for maximum impact. One team with shared goals. We all play for the team and no-one plays against team. We have a laser-like focus on what our customers need and want, on anticipating their future needs and how we can create innovative solutions and experiences for them. Agile No-one is faster or more efficient. We thrive on targets and challenges that, while possibly daunting at first glance, only excite and energize us. Wherever we operate, speed and agility are in our DNA. The world needs our urgency. Keep it simple, make it fun Food systems are highly complex and present huge challenges. We cut through this by keeping it simple. People value simplicity, customers especially. And everyone likes fun, so let's have some, doing what we love to do. 6#7UPL: Strategic pillars UPL Strategic Intent Customer- Centric Smart Business R&D Operational Excellence M&A Alliances (Process & Supply Chain) Farmer Herbicide / Strong Relationship Fungicide / Synthesis Management Insecticide Crop Lifecycle Management Platforms capabilities (AI's) with a Conservative acquisition strategy low-cost base Strong BioSolutions Platform expertise Climate Smart technology partnerships Formulations with boutique innovators - J Makers UPL Prudent Financial Management (Investment Grade Rating from all 3 Global Rating Agencies) People Multi-national Leadership team Teams focused on profitable and sustainable growth - key performance metrics 7#8Snapshot UPL OpenAg™ 5th Largest Crop Protection Chemicals company globally * Trailing Twelve Months basis 40+ Successful ** Includes Arysta UPL 138+ Countries with sales presence 48 Manufacturing Facility locations 10,300+ Employee base globally 1,023 Patents acquisitions over past 25 years granted US$4.7 bn Revenue *Trailing Twelve Months basis $ li! $ 12,400+ Registrations 18.8% EBITDA margin 食 8#9UPL: Diversified business model Rest of World, 21% North America, 16% India, 10% Revenue mix, by Region Latam, 35% Europe, 18% Research & Development Others, 10% Seeds, 9% Revenue mix, by Product Segment Herbicides, 30% Insecticides, 26% Soybean Corn Fruits and Vegetables Key Crops О Cotton Turfs Ornamentals Aquatics Tree Nuts Rice Coffee Pulses Fungicides, 25% Grapes Sugar Beet Oilseed Rape Wheat Plantations ○ Other cereals Process Value Chain Global product development Registration Active ingredient manufacturing Formulation and packaging Marketing and distribution UPL Helps deliver sustainable and profitable growth 9#10Critical trends impacting the industry Industry Consolidation Reduce operating costs to reach the farmer More Expensive Active Ingredient Discovery Innovation focus shift "from the lab to the field" Cost to discover and register a new Active Ingredient in US$ mn Bio Alternatives to Conventional Chemistry Evolving consumer preferences are driving search for alternatives New Rising Digital Technologies Digital tools open the door to the next revolution UPL 286 256 184 152 The world's food system is transforming rapidly... OpenAg will change the game At UPL, OpenAg will change the game by creating a society where agriculture is valued, outputs are sustainable and farmers are able to prosper 10#11UPL OpenAg An open agriculture network for the world that feeds sustainable growth for all. No limits, no borders. 11#12OpenAg in action Open Innovation Open Access Open Manufacturing OpenAg UPL Open Solutions Open Hearts 12#13OpenSolutions Solve the farmer's problems with sustainable offerings spanning from seed to post harvest and services 12,400+ product registrations Extensive partnerships with food and fibre value chain Leaders in bio solutions Growing digital service offerings 13#14Complete solutions package to protect and enhance crop yield in all phases of the Crop Cycle, combining BioSolutions and Crop Protection pronutiva Crop Protection + BioSolutions 14#15Complete spray program for soybean in Brazil Weed Facts Zaphir Kennox PERITO SPERTO BATENT # of Unique Glyphosate Resistant Weeds Dimilin Rancona T Clorim TRIDIUM Applaud UNIZEG TRINCA CAPS Biozyme TRIZIMAN Dimilin Select Glyphotal TR FASCINATE. UNIZEB Gold Noctovi Dez START Foltron SPERTO Poliquel ATABRON Foltron Sumiguard Vitavax Kennox BLADE LOGIN UP MYL K-fol FASCINATE. Biozyme BURNDOWN PRE PLANT 17 Chemical Fallow First glyphosate resistant weed found in Brazil in 2003 and since then the number of weeds continue to expand UPL Burndown (May-October) VEGETATIVE REPRODUCTIVE DEFOLIATION Soybean Growing Season (November - April) SOURCE: weedscience.org 15#16Plant Stress & Stimulation: Example of UPL Solution Offer Physiological growth stage... Roots/emergence Stems & branches Leaves/chlorophyll Flowering/fruit set Fruit sizing Root mass & architecture Bud development Accelerated shoot or Bud emergence Uniform emergence ■ Root architecture Thicker stems ■ Increased branching ■ Stem/stalk diameter and strength Leaf area Chlorophyll Photosynthesis activity CO2 fixation ■ Flowering Pollination Fruit set & retention ■ Cell division for size & quality potential Movement of sugars from vegetative tissues to wood or reproductive tissues Fruit finish Yield Increases BICZVITE T Pilatus UPL Inter-node length + DICEVITET Foltron APPETIZER + Foltron HeadSet OPTIMAT + BM START BIGELITE TR TYTANKT + BIOFRUT COLORADO CALIBRA II UPL, after the acquisition, has one of the most complete BioStimulant portfolios acting on all growth stages 16#17OpenAccess Highly diversified business across all key crops and geographies Create a network with our partners to be able to access all farmers across our wide geographic reach Leading position in emerging markets responsible for -80% of projected ag production in next 30 years Leading positions in fast growing segments such as Crop Establishment, Weed resistance management, Crop residue management, Plant stress and stimulation Deep understanding of small holder markets 17#18Advanced crop performance monitoring in Africa UPL's drone fleet solutions ■ An initiative for using drones, UAVs and other aerial/vision technologies to make recommendation to growers One of the main objectives being, monitoring crops at specific stages, recommending rectifying and advancing solutions and ultimately predicting yield Conventional crop performance monitoring Advanced crop performance monitoring ما الما Value adding for both grower and Farmer places orders Load farm or block on web Request flight Data on cloud distributor, by monitoring every inch of the farm for early problem detection ■Commercial launch in South Africa, followed by a global roll-out UPL Corrective action Discuss & Decide CropVision analysing & report 18#19Satellite enabled application services in India UPL's Adarsh Farm Service (AFS) offering ■ UPL offers farm services in India using state of art spraying machines specially adapted to small farms ■ The sprayers are supported by georeferenced sensor systems that monitor the correct application Concept has led to transformation in farming through better efficacy, better yields and building direct relationship with farming community ■ Reduces operator exposure during spraying operations UPL Conventional Application AFS Application Professional 19#20OpenManufacturing 48 manufacturing facilities Reliable supply and competitive offerings to customers through own manufacturing and cultivating strong supplier partnerships Unique combination of UPL's in house active ingredient manufacturing & Arysta's local 'close to customer' formulation facilities Leading asset efficiency and cost of manufacturing Supply reliability through multi-sourcing strategy Commitment to sustainability and safety 20#21Our response to supply challenges from China Supply challenges from China Frequent supply disruptions UPL UPL response Uncertainty Rising costs due to capacity closure and increased compliance Definitive steps on increased in-house manufacturing in India Strategic partnership with other manufacturing players Extra tariffs on supplies to US Strong relationship management with good, stable Chinese suppliers 21#22OpenInnovation Drive collaborative innovation to continuously and swiftly map and resolve the customers' future needs leading to significant gains 00 1550+ R&D Professionals Alliances with J-makers 1,000+ strong network with scientific community, research organizations, R&D companies and governments 25+ R&D facilities across 4 continents 22 23#23Sustainable yield increase for cocoa farmers in West Africa West Africa accounts for more than -70% of the total cocoa production worldwide Sustainable farming ensuring a healthy crop and better farmer incomes is of utmost importance UPL, with its technology partner Croda, developed an innovative BioStimulant - BANZAÏ BANZAÏ increases yields by -40% while helping reduce residues on the crop Average yield increase with BANZAÏ Kg/ha BANZA 653 +40% 915 Without BANZAÏ With BANZAÏ UPL 23#24OpenHearts 0 Invite all stakeholders to join us in our efforts to drive positive change in the lives of farmers and the communities around us Strong resolve to eliminate all forms of child labor in seed supplier farms and to ensure education for children High involvement in malaria eradication efforts in Africa Rural development projects across emerging countries 24#25UPL and AGRA (Alliance for Green Revolution in Africa) Both organizations will work together to support farmer's access through village based advisor models and demo plots Countries covered under the partnerships are Kenya, Tanzania, Ethiopia, Ghana, Nigeria, Mali, Burkina Faso, Malawi, Mozambique, Zambia and Ivory coast AGRA AGRA @AGRAAlliance Today @AGRAAlliance and @UPLLtd have signed an LOI to partner in providing yield enhancing technologies, seeds and crop protection to farmers in all AGRA focus countries. UPL will be supporting commercialization of Village Based Advisors #AGRAImpact UPL 25#26OpenAg Platform OpenSolutions Solve the farmer's problems with sustainable offerings spanning from seed to post harvest and services OpenAccess Create a network with our partners to be able to access all farmers across our wide geographic reach OpenManufacturing Reliable supply and competitive offerings to customers through own manufacturing and cultivating strong supplier partnerships OpenInnovation Drive collaborative innovation to continuously and swiftly map and resolve the customers' future needs leading to significant gains OpenHearts Invite all stakeholders to join us in our efforts to drive positive change in the lives of farmers and the communities around us UPL 26#27UPL UPL Innovation Platforms 27#28Innovations across product segments Extremely effective against Asian Rust (fungus infecting soybeans) UPL pioneered it in the Protectant segment in Brazil C glufosinate One of the first post-patent players to launch in US, in differentiated formulations preferred by farmers Triziman: Triple mixture of Mancozeb, Azoxystrobin and Ciproconazole TRIZIMAN MANCOZEB Tridium: Triple mixture of Mancozeb, TRIDIUM Azoxystrobin and Tebuconazole LIITZEB Gold Unizeb Gold launched for soybeans GLORY Unizeb Glory: Double mixture of Mancozeb and Azoxystrobin Very effective as a tank mix with competing molecules Huge potential: competing molecules facing resistance issues Broad-spectrum herbicide: highly effective against a wide range of weeds GLUFOSINATE LIFELINE™ HERBICIDE Lifeline launched for fruits and tree nuts INTERLINE Interline launched for corn, soybeans and cotton UPL Single solution..... thereby reducing number of sprays UPL's expertise lies in identifying right opportunity at right time D Launched insecticides to target sucking insects that plague several key crops in Brazil Sucking & Chewing Insects SPERTO Sperto: a mixture of Acetamiprid and Bifenthrin UPL not impacted by Intacta technology, as it was meant to combat only chewing insects . PERITO Perito: contains Acephate and works extremely well on fruits and vegetables 28#29Added focus on high value specialty segments and tailored local solutions Resistant Weed Management Control of resistant weeds and volunteer crops (driven by GMO technologies and traditional herbicide applications) with the use of selective Herbicides 06 01 Crop Establishment Seed treatment (including insecticides) and in- furrow targeted applications of highly specialized formulations to control air, soil and seed borne diseases and pests in order to increase yields, helping ensure the genetic potential of the crop Specialty Protection Solutions Prevention and control of resistant and Yo hard to control insects and disease (driven by GMO technologies and traditional applications) and solutions for other high value unmet needs Crop Residue Management Protection with reduced residues in fruits and Yo vegetables, without compromising performance; BioControl standalone solutions or in combination with Crop Protection 05 95 04 ho 03 Differentiated Local Solutions 02 Plant Stress and Stimulation Ensure crop vigor, yield and / or quality through physiological stimuli and mitigate abiotic stress through the use of BioStimulants and Fungicides for plant health. Bee Health Solutions Development of solutions for bee health with a strong focus on addressing colony collapse disorder, in addition to other solutions UPL Differentiated Local Solutions that complement above mentioned offerings to support important local crops, ensuring an adequate share of wallet at key distributors. Also, address portfolio gaps that do not fall in the above mentioned segments 29#30Portfolio across crops and product segments Insecticides Fungicides S Crop Establishment Dimilin TRINCA CAPS START O Y B Resistance E Management BATENT Applaud A N Crop Finishing UPL Arysta Products Herbicides Glyphotal R Kroll FASCINATE. Rancona T Clorim Zaphir Triclon JURIDICA Vitavax **Dez Kennox UP STAGE Select tenace UP MYL supimpa BLADE UNIZEB TRIDIUM PERITO SPERTO ATABRON LOGIN FLADDIN TRINCA CAPS TRIZIMAN Sumiguard стра Dimilin Orthene Cardeal HERBICIDA Kroll Kennox FASCINATE. 30 30#31Portfolio across crops and product segments Establishment M Crop A H Insecticides Dimilin TRINCA CAPS UP STart ✓ START IMIDA Sead Treatment STart BIFENTURE LFC INSECTICIDE STart tup Fungicides Rancona T Vitavax Seed Treatment Herbicides GlyphotalR FASCINATE. Kroll® "Dez UP TAGE Triclon Kennox Select MOCCASIN PLUS HERBICIDE TRICOR DF HOBICIDE TRICOR 4F TRIPZIN ZC HERBICIDE SATELLITE FLEX UP AZOXY Seed Treatment FLUDI Seed Treatment StartUP METXL STart P TEBUZ Seed Treatment METRICOR DE COYOTE SATELLITE HydroCap HERBICIDE METRICOR 4 N E Resistance Management UPL Arysta Products STart P UP MYL GAME NOCTOVI UNIZEB MANZB Seed Tepat ZEB. Gold PERITO SPERTO ATABRON BATENT TRINCA CAPS T Dimilin Orthene® Tino Sumiguard BIFENTURE EC ACRICULTURAL INSECTICIDE PERM-UP 3.2EC INSECTICIDE LAMBDA-CY EC INSECTICIDE-RUP PERM-UP 25DF NLECTIONS TurnStyle INSECTICIDE ZYLO® INSECTICIDE DEXTER MAX FUNGICIDE PENNCOZEB 80WP FUNGICIDE MANZATEMAX MANZATE PRO-STICK FUNGICIDE FUNGICIDE PENNCOZEB 75DF FUNGICIDE Cardeal BROADLOOM HERBICIDA Kroll Kennox Sanson Evo SATELLITE HydroCap HERBICIDE SATELLITE FLEX HERBICIDE INTERLINE MOTIF LEBICO COYOTE MOCCASINI PLUS TRIPZINZC HERBICIDE HERBICIDE 31#32Portfolio across crops and product segments TN Crop Establishment Insecticides UP MYL INSETICIDA Akito AZATLAX INSETICGA Applaud AFRAM Fungicides PAUDIM RANMAN Sumiguard Biobac PUN.COM Orthocide Herbicides FASCINATE F&> Resistance Management UP MYL TRINCA CAPS ATABRON Ortus® Applaud Crop Finishing UPL Arysta Products Tino UNIZES PERITO BATENT UNIZEB Gald BRUTUS 503 AZAMAX iMiDA SPERTO GOLD Kasumin A Akito Orthene Sumiguard GAME ATABRON AZATLAX Orthene ACARICIDA Ortus HIAN Biobac -0- manzate FASCINATE Biobac Orthocide FUNGA Ranman FUNGICIDA Manage T Proplant RANMAN Kasumin Kaligreen Select 32 32#33Zeba Ⓡ: Climate Smart Technology . Making farmers resilient to impact of climate change ZEBA absorbs and releases water as needed by plants О Reduces plant stress caused by heat and limited water availability 。 Maximizes crop input investments by absorbing and releasing soil nutrients, water-soluble fertilizer and chemicals · ZEBA Impact ZEBA Update ZEBA absorbs and releases water as needed by plants. O Yield increase in Potato - average 4.94 t/ha increase O Yield increase in Sugarcane increase average 9 mt/acre o Support to increase plant population Reducing top soil compaction in sugar beet - Turkey trials Control UPL India O Moved past 'proof of concept' stage and successful commercialisation done across range of crops in both Kharif and Rabi season 。 Key crops where commercialisation is done are: О О Kharif: Cotton, Groundnut, Sugarcane, Tomato Rabi: Potato, Onion, Garlic, Pomegranate, Orange, Kinnow Outside India Registration obtained in Philippines, Colombia and Turkey ○ Commercialisation started in Brazil Excellent results from Sugarcane opportunity O Cumin, О Results have been validated by two state agricultural universities and ICAR Institute 1 mn ha Collaboration with global food processor companies started - aim is to include Zeba in their package of practise done with their contract growers 33#34Adarsh Farm Services UPL's Adarsh Farm Service Offering о An initiative of UPL to offer farm services to farmer's field using high tech state of art Agro Machines о One of the main objective being, providing best farm mechanization technology and services, leading to transformation in farming through better efficacy, better yields and building direct relationship with farming community о Reduces operator exposure during spraying operations Transforming agriculture: Through world-class technology and service UPL UP S.M.A.R.T. SPRAY MORE ACRES IN REDUCED TIME ādarsh FARM SERVICES 2017-11-8 09:35 34#35UPL BioSolutions and UPL 35#36BioControl: Technology Platform CUPROFIX® DRY FLOWABLE FUNGICIDE/BACTERICIDE Targets downy mildew type diseases and bacterial diseases. UPL Arysta пи MICROTHIOL. NOCTOVI Vacciplant Carpovirusine Rh-D Kasumin MIGRONIZED WETTABLE SULFUR O Natural O attractant of lepidopteran moths When integrated with an O Targets powdery mildew and other diseases Patented Fixed copper micro- base registered dispersion formulation lower rates, across the technology reduces world. delivering future superior generations product of quality. caterpillars insecticide at Registered in over 16 countries Stimulates the natural defense of plants with no residue Patented product, with EU / Annex 1 inclusion Targets codling moth and oriental fruit moth with over 24 registrations globally Virus-based, sustainable reference Targets botrytis, Alternaria, powdery mildew etc. in tree nuts, fruits, berries and pome fruits Bacteria based microbial O Targets bacterial diseases including streptomycin resistant bacteria. Aminoglycosi de antibiotic registered in 20 countries for plant use. Not effective on human and animal diseases. Mineral Mineral Plant Extract Active substance extracted from seaweed Virus extracted from larvae Active substance extracted from fungus UPL UPL's portfolio is now broader and stronger Aminoglycoside antibiotic 36#37BioControl case study: Use of Ph-D in strawberries Rh-D FUNGICIDE Ph-D is a natural fungicide based on bacteria extracted from fungus Percent Fruit with Gray Mold Infection 80 70 60- 50 40 30 20 10 0 70.8 PH-D Control of Gray Mold (Botrytis cinerea) Infection in Strawberries Clemson Scnabel; York, South Carolina 56.4 48.6 46.5 31.8 29.0 27.5 19.5 Untreated AFS009 low rate + CapSil® 9 fl oz AFS009 high rate + CapSil 9 fl oz Fracture™ 25.6 fl oz CAPTEC® 4L 2.25 qt PH-D 6.2 oz THIRAM 24/7 2.6 qt Grower Standard Application dates: March 17-June 10; 8 applications for experimental treatments following UFL Advisory model (SAS); grower standard treatment received 13 weekly applications Evaluation: Average number of symptomatic fruit per plot, counted after "high" infection pressure (due to continuous rain at temperatures optimal for infection) in early May UPL Percent Fruit with Gray Mold Infection PH-D Control of Gray Mold (Botrytis cinerea) Infection in Strawberries Dr. J.E. Adaskaveg; UC Riverside, Riverside, CA 16 a 12- 00 Untreated b PH-D 11.3WDG 6.2 oz + Nu Film P® Crop: Crown strawberries Application dates: March 14, March 22 and March 30 @ 100 GPA Harvested: April 5, stored at 2°C for 1 day, then incubated at 20°C (room temp) for 5 days before evaluation Means followed by the same letter are not statistically different at p = 0.05 Untreated Control PH-D Treated EFFECTIVE DISEASE CONTROL PH-D is a broad-spectrum, Group 19 fungicide with a 0-day pre-harvest interval in strawberries. PH-D should be applied preventatively, particularly when climatic conditions exist for development of disease. UNIQUE MODE OF ACTION PH-D works by preventing cell wall construction via chitin inhibition. This unique mode of action makes PH-D a smart addition to a rotational management program when multiple applications are required. 37#38BioStimulant: Technology platform. Macarena UPL ZEBA 9 BIOZYME TF Protects plants from overproduction of ROS under stress Optimize gene expressions by up and down regulating ○ Patented superabsorbent soil enhancement to keep a constant supply of moisture to germinating seed, seedlings, and plants throughout the growing season. Seed treatment and foliar applications for increased yield and marketable quality Registered in over 28 countries Metabolically Active Compounds UPL ATONIK Helps manage climatic stress, Arysta Leonor BM START Secures fruit setting and increases fruit setting quality, leading to improved with increased biomass accumulation and photosynthetic activity marketable yield Headset Physioactivator of nutrition with optimal behavior of the upper leaves, with excellent performance in rice Can help reduce cold weather impact during flowering Corn Starch Based Plant Extract Nitrophenols Seaweed Extract Seaweed Extract UPL's portfolio is now broader and stronger 38#39BioStimulant case study: Use of Gainexa in potatoes 。 Improves nutrient uptake and use efficiency Provides rigidity to cell wall and strength to plants Restricts accumulation of heavy metals in plants Improves quality of harvest produce and shelf life 。 Key role in osmotic regulation in plants Alleviates abiotic and biotic stress Increases organoleptic (nutritional value) factors of harvested produce 2 applications of Gainexa @ 500 ml per acre 24% increase in Tuber yield Significant increase in marketable size of potato Reduction in incidence of physiological disorder like hollow heart etc. UPL Gainexa on potatoes in Modipuram Control 39#40pronutiva Crop Protection + BioSolutions Complete solutions package to protect and enhance crop yield in all phases of the Crop Cycle, combining BioSolutions and Crop Protection APPLE Program (2018 Poland trial summary) 51 54 54 55 59 59 61 71 76 Captan 80 WG/Malvin (Captan) Syllit WP (Dodine) Promalin (gibs +BA6) Pyrus (Pyrimethanil) BM (GA+ B+ Mg + Mo) Silwet Gold (Organosilicone) UPL fungicides PGRs biosolutions adjuvants insecticides 883 Topper (3,5,6 TPA) Vaxiplant (Laminarin) Colorado (GA + Mn + Zn) DiPel (Bacillus thuringiensis) Carpovirusine Super (CPGV) "IMPROVED YIELD & QUALITY" Average yield increase +15% Average russet improve 34% Average color improve 13,5% "LESS RESIDUES" RESULTS Average reduction of total residue measured -25% Efficacy comparable to standard 40 40#41Sustainability at UPL 41#42Our Sustainability Ambition SUSTAINABLE GOALS DEVELOPMENT NO 1 POVERTY 10 REDUCED INEQUALITIES (II 2 ZERO HUNGER 3 AND WELL-BEING GOOD HEALTH QUALITY EDUCATION 5 EQUALITY GENDER CLEAN WATER AND SANITATION SSS 11 AND COMMUNITIES SUSTAINABLE CITIES 12 RESPONSIBLE CONSUMPTION AND PRODUCTION QO 7 CLEAN ENERGY ECONOMIC GROWTH AND INFRASTRUCTURE 13 CLIMATE ACTION 14 LIFE BELOW WATER 15 ON LAND LIFE 16 PEACE, JUSTICE AND STRONG INSTITUTIONS PARTNERSHIPS 17 FOR THE GOALS SUSTAINABLE DEVELOPMENT GOALS The United Nations adopted the "Agenda 2030" with a total of 17 Sustainable Development Goals (SDGs) in September 2015 to end poverty, protect the planet, and ensure prosperity for all. Our ambition is to achieve the "UN Sustainable Development Goals" to transform our world UPL 42#43Our Sustainability Performance. Environmental Footprint Reduction CO₂ Reduction Solid Waste Reduction Water Reduction Wastewater Reduction FTSE Russell CO₂ We mitigated the product mix change impact & manage to reduce 12.25% our environment footprint in our operation globally in 3-years from 2015-16 baseline. Due to product mix change environment footprint has increased 36% Our FTSE score in 2018 has improved 70% from 2017 score Dow Jones Sustainability Indexes Our DJSI score in 2018 has improved 57% from 2017 score Recently we have submitted more than 500 pages DJSI & FTSE questionnaire documents related to our sustainability performance Our structured approach towards sustainability has improved UPL International Sustainability Rating UPL 43#44UPL Major Sustainability Initiatives By 2025 Target Result 2018- 19 Action Plan SDG Reduce 30% environmental footprint from baseline 2015-16 Reduce 30% sp. water consumption Reduce 30% sp. CO2 emission Reduce 30% sp. solid waste disposal Reduce 30% sp. wastewater discharge Source 80% raw material from sustainable sourcing Integrate social, ethical and environmental performance factors into the process of selecting suppliers Become member of TFS (Together For Sustainability) Zero dependency on tanker and ground water Enhance supply water Use 100% treated waste- water Sourcing treated waste- water from municipal body Use rain water 100% use of treated sewage water Enhancing food security Enhance production of food loss reduction product Create fresh food value chain Educate farmers to take measures for food loss reduction 12.25% reduction 12 RESPONSIBLE CONSUMPTION AND PRODUCTION QO 20% sustainable sourcing 7 AFFORDABLE AND CLEAN ENERGY 12 RESPONSIBLE CONSUMPTION AND PRODUCTION QO 5% dependency 9 INDUSTRY, SINNOVATION AND INFRASTRUCTURE 2 ZERO HUNGER 4 EDUCATION QUALITY SSS 44#45UPL Financials Q2 and H1 FY2020 45#46Proforma Financial Results: Q2 FY2020 UPL Crore FY 20 FY19 Change Particulars Q-2 Q-2 * % % % (Note 1) Total Revenue from operation 7,817 100% 7,066 100% 11% Variable Cost 4,546 3,916 16% Gross Margin 3,271 42% 3,150 45% 4% Fixed Overheads EBITDA 1,730 1,541 1,766 -2% 20% 1,384 20% 11% Note: 1) Previous years numbers (including Arysta) have been regrouped for comparison purpose. 46#47Financial Results: Q2 FY2020 Crore FY 20 FY 19 Particulars Q-2 Reported PPA / Integration Q-2* (Note 1) Q-2* % Change % % (Note 2) Total Revenue from operation 7,817 7,817 100% 4,257 100% 84% Variable Cost 4,548 2 4,546 58% 2,406 57% || Gross Margin 3,269 (2) 3,271 42% 1,851 43% 77% Fixed Overheads EBITDA 1,730 1,730 22% 1,012 24% 1,539 (2) 1,541 20% 839 20% 84% Other Income / (Loss) (68) (68) (20) Amortization / Depreciation 609 152 457 181 Finance Cost 381 381 181 PBT 481 (154) 635 8% 457 11% 39% Tax 66 (46) 112 116 PAT 415 (108) 523 7% 341 8% 53% Income/(Loss) from Associate Co. and JV (8) (8) (8) Minority Interest 13 13 6 Profit After Tax, Associate Income & 395 (108) 502 6% 327 8% 54% Minority Interest Exceptional Cost 305 305 57 Net Profit 90 (108) 197 3% 270 6% -27% Note: UPL 1) Purchase Price Allocation effect and Integration cost are removed from Q2 FY2020. However in variable cost the amount of Rs. 2 crore is due to foreign currency translation impact. 2) Previous years numbers (without Arysta) have been regrouped for comparison purpose. 3) Exceptional cost includes full provision of Rs. 217 crore towards Jury verdict on Agrofresh litigation, Rs. 88 crore are towards redundancy and other integration related costs 47#48Proforma Financial Results: H1 FY2020 Crore FY 20 FY19 Change Particulars H-1 PPA / H-1 H-1 % % * Crores % Reported Integration (Note 1) (Note 2) Total Revenue from operation 15,723 15,723 100% 14,471 100% 1,252 9% Variable Cost 9,468 414 9,054 8,156 898 11% Gross Margin 6,255 (414) 6,669 42% 6,315 44% 354 6% Fixed Overheads 3,470 3,470 3,440 30 1% EBITDA 2,785 (414) 3,199 20% 2,875 20% 324 11% Note : 1) Purchase Price Allocation effect and Integration cost are removed from H1 FY2020 2) Previous years numbers (including Arysta) have been regrouped for comparison purpose. UPL 48 48#49Financial Results: H1 FY2020 Crore FY20 FY 19 Change Particulars H-1 PPA / H-1 H-1 % % % Reported Integration (Note 1) (Note 2) Total Revenue from operation 15,723 15,723 100% 8,391 100% 87% Variable Cost 9,468 414 9,054 58% 4,752 57% Gross Margin 6,255 (414) 6,669 42% 3,639 43% 83% Fixed Overheads 3,470 0 3,470 22% 1,953 23% EBITDA 2,785 (414) 3,199 20% 1,686 20% 90% Other Income/ (Loss) (36) (36) 53 Amortization / Depreciation 1,185 303 882 356 Finance Cost 779 779 356 PBT 785 (717) 1,502 10% 1,027 12% 46% Tax 78 (215) 293 167 PAT 707 (502) 1,209 8% 859 10% 41% Income/(Loss) from Associate Co. and JV (12) (12) (10) Minority Interest 52 52 8 Profit After Tax, Associate Income & 643 (502) 1,145 7% 841 10% 36% Minority Interest Exceptional Cost Net Profit 376 267 376 61 (502) 769 5% 780 9% -1% Note : 1) Purchase Price Allocation effect and Integration cost are removed from H1 FY2020 UPL 2) Previous years numbers (without Arysta) have been regrouped for comparison purpose. 3) Exceptional cost includes full provision of Rs. 217 crore towards Jury verdict on Agrofresh litigation, Rs. 159 crore are towards redundancy and other integration related costs 49#50Summary of targeted cost and revenue synergies. Exit synergy Crore Accrual Actioned Y1 YTD Y3 Y1 Target Actual Personnel 511 476 469 322 134 Non-Personnel 1,064 686 546 238 186 H1 FY2020 1,575 1,162 1,015 560 320 Q2 FY2020 190 UPL ** Revenue synergies are tracking as per plan 50 50#51Proforma Financials FY2019 51#52Proforma UPL Income Statement: FY2019 Particulars Reported Financials FY 2019 INR crore Arysta* Arysta Acquisition Acquisition Related PPA** Proforma Legacy UPL Proforma FY2019 % INR crore INR crore INR crore INR crore FY 2018 Change % INR crore % % Total Revenue from operation 21,837 100% 1,968 19,869 100% 17,378 100% 14% Variable Cost Contribution 13,263 1,143 442 11,678 10,204 & 14% 8,574 39% 825 (442) 8,191 41% 7,174 41% 14% Fixed Overheads 4,461 C& 408 4,053 3,658 11% EBITDA 4,113 19% 417 (442) 4,138 21% 3,516 20% 18% Other Income (60) (13) (47) 403 -112% Amortization/ Depreciation 969 4X 120 102 747 ( 675 11% Finance Cost 963 14 131 818 783 4% PBT 2,121 10% 270 (131) (544) 2,526 13% 2,461 14% 3% Tax 165 108 (163) 220 275 -20% PAT 1,956 9% 162 (131) (381) 2,306 12% 2,186 13% 5% Income from Associate Co. and JV 14 1 13 (93) -114% Profit After Tax & Associate Income 1,970 9% 163 (131) (381) 2,319 12% 2,093 12% 11% Exceptional Cost Minority Interest 451 72 37 (5) 336 78 61 16 10 63 8 24% 100% Profit After Tax, Asso. Inc. & 1,447 7% 131 (528) (381) 2,225 11% 2,022 12% 10% Exceptionals AUDITED * Arysta figures are for 2 months (February & March 2019) ** PPA (Purchase Price Allocation) 52#53Proforma UPL Balance Sheet: FY2019 Arysta Acquisition-related Ajdustments FCTR Impact Balance Sheet Audited FY2019 Sources of Arysta Book Funding Value PPA Step PPA up Adjustment (Jan. 2019 - Mar. 2019) Without Acquisition Total Legacy UPL impact FY 2019 March' 18 Equity Share Capital 102 102 Retained Earnings 14,543 5,686 (381) (143) 5,162 * 9,381 Minority Interest 3,358 2,843 167 329 (89) 3,250 108 Long term Borrowings 26,383 22,452 32 (609) 21,875 4,508 102 9,067 19 5,873 Non Current Liabilties 3,098 288 2,831 (163) (79) 2,877 221 340 Current Liabilities 15,564 476 5,789 512 (184) 6,593 8,971 7,641 Total Liabilities 63,048 31,457 6,276 3,672 (544) (1,104) 39,757 23,291 23,042 Tangible Assets 5,820 882 141 (28) 995 4,825 3,964 Intangible Assets 12,814 3,178 8,940 (102) (325) 11,691 1,123 1,360 Goodwill 15,050 15,035 (407) 14,628 422 432 Non Current Assets 2,372 794 (21) 773 1,599 2,262 Inventories 9,270 3,289 869 (442) (101) 3,615 5,655 4,538 Trade Receivables 11,812 6,183 (168) 6,015 5,797 6,056 Cash & Bank Balances 2,851 1,048 (28) 1,020 1,831 2,893 Other Current Assets 3,059 1,048 (28) 1,020 2,039 1,537 Total Assets 63,048 16,422 24,985 (544) (1,106) 39,757 23,291 23,042 AUDITED PROFORMA * Retained Earnings would have been INR 9,754 crore without Exceptional Cost related to Arysta acquisition 53#54Purchase Price Allocation: INR crore (Eq. US$ mn) $ 4,549 31,457 $ 139 962 $460 3,178 $ 1,036 7,162 $ 117 807 $50 348 $ 20 141 $ 1,293 8,940 Purchase Consideration + Fixed Assets Intangibles Net Working Capital Debt Others Investments Step up: Fxd. Assets + Invest. Step up: Intangibles UPL ■Negative Positive $ 111 769 Step up: Net Working Capital $ 517 3,574 Eq. US$ mn $ 2,174 15,034 Step up: Others Goodwill 54#55Guidance: FY2020 UPL Revenue growth EBITDA growth Working Capital Debt reduction (INR crore) 8% to 10% 16% to 20% 100 to 110 days 3,150 to 3,500 55#56Thank You 56#57Appendix 57#58Transforming from a local player to a Global Crop LifeCycle and Farmer-Relationship Management Company [ UPL 1.0 1969 1980 UPL 2.0 2000 UPL 3.0 2018 UPL 4.0 2028 Product portfolio The beginning Phosphorus based industrial chemicals • • Growth through product diversification Diversified into agrochemicals and specialty chemicals Post patent portfolio Import substitution • Global manufacturing Strategy Cost competitiveness • • Achieving market share Exports Presence only in the protected Indian market Exports to 63 countries Presence . • • End to end global agri input presence Patented, proprietary, post-patent Seeds to pre and post harvest Products across segments: Herbicides, Insecticides and Fungicides Focus on innovative formulations Creating brands Customer engagement Market expansion through own registrations Exports to over 130 countries Direct presence in major markets with own distribution & sales force in > 40 nations Crop Life Cycle & Farmer Relationship Management Seed Soil Health Nutrition & Stimulation Crop Protection BioSolutions Finishing Post Harvest Crop Life Cycle Relationship Food Chain Partnerships Present in almost all agricultural markets. c. $4mm in 1979-80 • c. $200mm 1999-2000 c. $2.7 bn 2017-18 Revenues . • 39% International revenues 82% International revenues UPL UPL over the years through a combination of organic and inorganic routes is a truly future-ready company Industry Size US$ 56 bn UPL is FUTURE READY US$ 100 bn 58#59Arysta LifeScience acquisition transaction summary Post-acquisition Holding Structure Promoters c.28% ADIA + TPG c.22% Equity infusion of $1.2bn UPL c.78% Public c.72% Banks UPL Corp. (International business) Acquisition Debt: $3bn 100% Arysta LifeScience UPL o Acquisition made by Mauritius based 100% subsidiary, UPL Corporation Ltd. (UPLC) 。 Purchase consideration of US$ 4.2 bn Funding in UPLC via: о Debt US$ 3 bn o Equity US$ 1.2 bn 。 After acquisition UPL Ltd.'s stake in UPLC has reduced to -78% 。 Equity has been subscribed by ADIA and TPG 。 Acquisition transaction closed on January 31, 2019 This entailed unconditional approvals from regulators in 40+ countries Combined revenues are to the tune of US$ 4.7 bn (as of March 31, 2019 on trailing twelve months basis) 。 Expected revenue synergies of US$ 300+ mn on run-rate basis, over 3 years 。 Expected cost synergies of US$ 200+ mn on run-rate basis, over 2 years 59#60BioSolutions at a glance UPL Market Position Market % R&D and Manufacturing #2 in BioSolutions. Leader in sea weed, plant extracts and minerals. Highly US$ 7.8 billion CAGR: 13-17% R&D and manufacturing in India, France and Mexico fragmented market with 800- 900 players 60#61Why BioSolutions and what are they? BioSolutions: Forces driving the adoption GOVT. REGULATIONS 。 Growing population driving higher demand for food with less arable land per capita creating an immense pressure on future yields ○ О BioStimulants and Innovative Nutrition will be key drivers in the need to increase yields to feed the growing population Increased income leads to diets with increased demand for fresh fruits and vegetables, driven primarily by the USA and Western Europe 。 Increased demand for higher quality food with lower pesticide residues and reduced environmental impact, will drive new markets. О Increased consistency of biologicals performance & shortage of conventional solutions in some geographies. Pest resistance and flexibility of use. O BioStimulants are now widely viewed as highly complementary to conventional crop protection, with increased adoption and proven link to yield and quality benefits ○ BioSolution products can be registered at a lower cost and usually faster than traditional agrochemicals Bio Stimulants Bio Control Leading BioSolutions Platform Enhance crop vigor, yield and / or quality through physiologic stimulus, originating from natural sources 。 Originate from nature. Operate as conventional crop protection products without residues of a synthetic origin. 。 Includes macrobials, microbials, semio-chemicals/ pheromones and natural substances (including minerals) UPL 61#62BioSolutions are considered more sustainable than synthetic agri-inputs Crop Yield Enhancement Crop Protection UPL BioStimulants Sea weed grows naturally in our oceans. It can be harvested and replenish naturally. Synthetic Fertilizers Phosphate rock takes millions of years to form. It is extracted for use in synthetic fertilizers. BioControl Some biologicals are extracted from bacteria growing naturally. Synthetic Chemistry Although safe, most traditional pesticides are manufactured using synthetic chemistry. 62#63UPL built a BioSolutions portfolio before acquiring Arysta Plant Life Cycle Young plant Development and establishment vegetative growth First flowering and fruit initiation First fruit development First fruit Physiolo- gical Early Establishment Nutrition Stress elevator Need Nutrition ripening 梅毒 Disease control Stress elevator Products Copio Zeba Cuprofix Gainexa Macarena Wuxal 。 Macromix 。 Gainexa o Brique UPL Nutrition Microthial 。 Macarena Wuxal Macromix 63#64UPL's Purpose, Vision and Mission fits with BioSolutions Purpose Vision Mission An open agriculture network that feeds sustainable growth for all. No limits, no borders. Our vision is to be an icon for technology, growth and innovation. Change the game. Our mission is to make every single food product more sustainable. UPL UPL collaborates with stakeholders across the value chain to bring BioSolutions to growers, transparency to consumers and sustainability to our planet. UPL is a leader in BioSolutions. We are technology leaders across several platforms such as sea weed, minerals and plant extracts. UPL is changing the game. We are obsessed with BioSolutions, using our technology to make food more sustainable. 64