UPL CAPITAL MARKETS DAY

Doing Things Better

UPL CAPITAL MARKETS DAY

April 29, 2016

Doing Things Better2

This document contains certain forward-looking statements with respect to the financialcondition, results of operations and business of UPL Limited (UPL) and certain of theplans and objectives of UPL with respect to these items. Examples of forward-lookingstatements include statements made about our strategy, estimates of sales growth,future EBITDA and future developments in our organic business. Forward-lookingstatements 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 andcircumstances and there are many factors that could cause actual results anddevelopments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, domestic and globaleconomic and business conditions, the successful implementation of our strategy and ourability to realize the benefits of this strategy, our ability to develop and market newproducts, changes in legislation, legal claims, changes in exchange and interest rates,changes in tax rates, raw materials and employee costs, our ability to identify andcomplete successful acquisitions and to integrate those acquisitions into our business,our ability to successfully exit certain businesses or restructure our operations, the rateof technological changes, political, economic and other developments in countries whereUPL operates, industry consolidation and competition. As a result, UPL’s actual futureresults may differ materially from the plans, goals and expectations set forth in suchforward-looking statements. For a discussion of factors that could cause future results todiffer from such forward-looking statements, see also Risk management, of our AnnualReport.


• Welcome and Introduction– Anand Vora

• Global Performance– Sagar Kaushik & Anand Vora

• UPL Value Proposition– Jai Shroff

• Supply Chain – Key to Success- K R Srivastava

• UPL Strategic Direction– Sagar Kaushik

• Seeds Business– Bhupen Dubey


Q IV 2016 and FY 2016 Global Performance

ANAND VORA SAGAR KAUSHIKCFO – Global COO – Global Business

2015 - 16

Turbulent Year

5Doing Things Better


In CY 2015 the Crop Protection Industry de-grew 9.6%

Key players de-grew in the range of 5% to 23%

10%

Doing Things Better

Rupees in Crores

Growth

Crores Crores % Crores Crores % %

Gross Revenues 4,340 100% 3,624 100% 20%

Domestic Revenues 417 10% 401 11% 4%

International Revenues 3,923 90% 3,223 89% 22%

Cost of Goods Sold 2,600 60% 2,233 62% 16%

Gross Margin 1,740 40.1% 1,391 38.4% 25%

Overheads 759 17% 606 17% 25%

EBIDTA 981 22.6% 785 21.7% 25%

Other Income / (Loss) 73 2% (49) -1% -247%

Depreciation & Amortisation 159 4% 104 3% 53%

Interest & Finance Charges 203 5% 122 3% 66%

Profit Before Tax 692 16.0% 510 14.1% 36%

Tax provision 65 1% 50 1% 30%

Profit After Tax 627 14.4% 460 12.7% 36%

Income from Associates (35) -1% (8) 0% 334%

Minority Interest 8 0% 3 0% 178%

Profit before Excp & prior period 584 13% 449 12% 30%

Exceptional items & Prior Period 32 1% 9 0% 275%

Net Profit for the period 552 12.7% 440 12.2% 25%

Qtr Ending

March 15Particulars

Qtr Ending

March 16

8


Q IV 2015

Volume

Price

Exchange

Q IV 2016

4,292

3,563

INR in crore

25%

1%

-6%

Overall Growth

20%


Rupees in Crores

Crores % Crores % Crores %

1 India 417 10% 401 11% 16 4%

2 Latin America 1,428 33% 909 25% 519 57%

3 Europe 872 20% 804 22% 68 8%

4 Rest of World 652 15% 648 18% 3 0%

5 North America 971 22% 862 24% 110 13%

Total 4,340 100% 3,624 100% 716 20%

Sr.

NoRegion

4th Qtr of FY 2015-16 4th Qtr of FY 2014-15 Growth

Doing Things Better

Rupees in Crores

Growth

Crores Crores % Crores Crores % %

Gross Revenues 13,302 100.0% 12,091 100.0% 10%

Domestic Revenues 2,713 20.4% 2,622 21.7% 3%

International Revenues 10,589 79.6% 9,469 78.3% 12%

Cost of Goods Sold 7,988 60.1% 7,483 61.9% 7%

Gross Margin 5,313 39.9% 4,608 38.1% 15%

Overheads 2,597 19.5% 2,245 18.6% 16%

EBIDTA 2,716 20.4% 2,363 19.5% 15%

Other Income / (Loss) 112 0.8% (3) 0.0% -3825%

Depreciation & Amortisation 502 3.8% 425 3.5% 18%

Interest & Finance Charges 622 4.7% 517 4.3% 20%

Profit Before Tax 1,704 12.8% 1,418 11.7% 20%

Tax provision 283 2.1% 233 1.9% 21%

Profit After Tax 1,421 10.7% 1,185 9.8% 20%

Income from Associates (31) -0.2% 21 0.2% -249%

Minority Interest 13 0.1% 43 0.4% -70%

Profit before Excp & prior period 1,377 10.3% 1,163 9.6% 18%

Exceptional items & Prior Period 78 0.6% 19 0.2% 311%

Net Profit for the period 1,299 9.8% 1,144 9.5% 14%

ParticularsYear Ending March 16

*Previous year Exceptional item includes Rs. 49 crores ( net off taxes of Rs. 11 crores) on

Profit on sale of Sipcam UPL Brazil SA.

Year Ending March 15

11


FY 2015

Volume

Price

Exchange

FY 2016

13,083

11,911

INR in crore

17%

1%

-8%

Overall Growth

10%


Rupees in Crores


1 India 2,713 20% 2,622 22% 91 3%

2 Latin America 4,252 32% 3,406 28% 846 25%

3 Europe 2,035 15% 2,033 17% 2 0%

4 Rest of World 1,810 14% 1,770 15% 40 2%

5 North America 2,492 19% 2,260 19% 232 10%

Total 13,302 100% 12,091 100% 1,211 10%

Sr.

NoRegion

Year Ended for FY 2015-16 Year Ended for FY 2014-15 Growth


Rs. in Crore FY 2016 FY 2015

Turnover 13,083 11,911


Particulars

PAT + Depreciation 1,923

Utilized for:

Working Capital 455

Capex 965

Dividend 215

Others 204 1,839

Balance from Operations 84

INR in crore


Rupees in Crores


1 India 2,713 20% 2,622 22% 91 3%

2 Latin America 4,252 32% 3,406 28% 846 25%

3 Europe 2,035 15% 2,033 17% 2 0%

4 Rest of World 1,810 14% 1,770 15% 40 2%

5 North America 2,492 19% 2,260 19% 232 10%

Total 13,302 100% 12,091 100% 1,211 10%

Sr.

NoRegion

Year Ended for FY 2015-16 Year Ended for FY 2014-15 Growth

Doing Things Better

Rupees in Crores

Q4 FY 2015-16 Q4 FY 2014-15 GrowthYear Ended

for FY 16

Year Ended

for FY 2015Growth

417 401 4% 2,713 2,622 3%

17

• Good acceptance of UPL insecticides against serious infestation ofsucking insects (White Fly) in North

• Excellent performance of UPL herbicides on Wheat – including newproduct Shagun®

• Serious drought conditions continued in Kharif and Rabi, affectingagrochemical usage

• High channel inventory continued - resulting in tight liquidity in themarket

• Large number of farmers registered for UPL Digital Advisory Centre toget timely advice to the growers on good crop management practices

Doing Things Better

Rupees in Crores


for FY 16

Year Ended

for FY 2015Growth

1,428 909 57% 4,252 3,406 25%

18

• UPL portfolio performed well in Rice, Fruits and Vegetables in Mexico and Columbia

• UPL fungicides showed excellent performance as resistance management tools againstrust disease on Soya

• Despite weak commodities, increase in Soya area in Brazil and Argentina

• Farmers of Brazil and Argentina benefitting from currency devaluation for export ofcommodities

• In Argentina, export taxes abolished on all commodities except Soya. Further need forimport license for Agrochemicals removed

• Demand of Fruits, Vegetables and Flowers remained strong for domestic and exportmarkets

• Reduction in insecticide segment in Brazil due to BT technology on Soya

Doing Things Better

Rupees in Crores


for FY 16

Year Ended

for FY 2015Growth

872 804 8% 2,035 2,033 0%

19

• UPL Organic portfolio performed well for growing demand in organicfarming

• Growth in UPL’s fungicide business in Potato and Vine crops

• Europe benefitted from a mild winter and early spring – however,North suffered from dry summer affecting Cereal fungicides usage

• Reduction in Sugarbeet area affecting herbicides market


• Improved market access through increased registrations in Africancountries

• Excellent acceptance of UPL cotton portfolio in Pakistan, thoughconsumption got affected due to floods

• North Africa and Iran expected to grow with US lifting economic embargo

• Significant citrus / berries crop damage in Turkey due to frost / hailstorm affected fungicides consumption

• New season (Rice) did not meet expectation due to prolonged drycondition in SE Asia

Rupees in Crores


for FY 16

Year Ended

for FY 2015Growth

652 648 0% 1,810 1,770 2%


• Sale of our new herbicides (Lifeline & Satellite) increasing as per expectation.“Over the top” segment opened with Interline brand

• Resistant weeds infestation continues to increase in Soya, Cotton and Corn

• Non-selective herbicides faced significant price competition

• Fungicide consumption reduced due to continued dry conditions in WesternUSA

• Insect pressure remained low in field crops affecting use of insecticides

• Reduction in Rice and Cotton area affected our Rice herbicides and Cottoninsecticides

Rupees in Crores


for FY 16

Year Ended

for FY 2015Growth

971 862 13% 2,492 2,260 10%


JAI SHROFF

CEO

Doing Things Better

Sustainable

Profitable

Growth

24


UPL’s focus on manufacturing has

helped it emerge as a reliable supplier of

quality products at the right time and

right place


Keep on launching 1 – 2 innovative and differentiated products in key global markets

Adjacent technologies to be one of the critical growth drivers in the future


Adapt technology to enhance farmer engagement and deliver value• Adarsh Kisan Center• Adarsh Farm Service• CRM


Bespoke marketing strategy honed to service respective regional markets


K. R. SRIVASTAVA

COO – Global Supply Chain

Investing in manufacturing

Continuous cost improvement

Sustainability and Reliability

Awards and recognition

SupplyChain


Investing in manufacturing

Set up new plants for Technical and

Formulation manufacturing globally

• Fungicide capacity New Plants

• Insecticide capacity enhancement

• Herbicide capacity enhancement

• Formulation capacity


33

FUNGICIDES

Fungicide products capacity went

up by 60% in 2015-16 and plans to

enhance in 2016-17

Set up new plants for Technical and Formulation manufacturing globally

Mourenx

Barranquilla

Doing Things Better

34

INSECTICIDES

Insecticide products capacity went

up by 10% in 2015-16 and plans to

enhance in 2016-17

Doing Things Better

35

HERBICIDES

Implemented expansion which

increased capacity in 2015-16 by

40% and plans to enhance in 2016-

17

Doing Things Better

36

• Increase formulation capacity

• Herbicide encapsulation

increased by 200%

• Granulation capacity for

insecticides and herbicides

increased by 300%

AIM IS TO BE CLOSER TOCUSTOMER

• New formulation plant being set up

in Jammu, Rotterdam, Brazil and US

Doing Things Better

Continuous cost improvement

• Improving technologies

• Yield improvement

• Energy saving initiatives

• Procurement strategic tie-ups

• Inventory improvement -

changes in manufacturing plan

due to demand


Sustainability and Reliability

• Continue to invest in safety

• Environment improvement


• Focused on training of

contractors

• Implemented inviolable

standards in all plants

• Total Recordable Frequency

Rating (TRFR) an international

benchmark improved in UPL

from 0.47 to 0.39, whereas

international standard is 0.4

39

Phase II safety capex of PHA have been implemented

This will increase our PHA safety rating from 93% to 98%, which is very close to industry benchmark

Doing Things Better

Reduced Chemical Oxygen Demand(COD) of Vapi plant to 200 ppmagainst norm of 1,000 ppm

Water conservation - 60% of waterrecycled

Halol site to be zero discharge

We have also set up facilities toconvert our earlier waste to valueadded product

We are going beyond statutory normsin implementation at each of our sites

40

Help us care for environment

Reliability of supply to market

Facilitates obtaining statutory approvals for

expansion

Doing Things Better

Awards &Recognitions

• Barranquilla

• Rotterdam

• Vietnam

• Jammu

• Ankleshwar, Unit 1

• Ankleshwar, Unit 3

• Vapi


42

Awarded Emerald Cross Category Excellence

BEST COMPANY IN COUNTRYAPRIL 2015

Barranquilla Rotterdam

Doing Things Better

43

Awarded National Award for EHS and declared as a Model Factory

Vietnam

Doing Things Better

44

Safety Award – Golden Peacock

Jammu

Safety Award from National Safety Council of India

Doing Things Better

45

IMEA Gold Award for Manufacturing Excellence

Ankleshwar, Unit 1 Ankleshwar, Unit 3

Doing Things Better


SAGAR KAUSHIK

COO – Global Business


• Crop Protection market in 2015 de-grew by 9.6%* over 2014, to reach USD 51.2

bn

• Poor monsoon and El Nino pattern seriously impacted crops in India, Asia and

Latin American countries

• Volume growth was limited by harsh weather conditions and poor farm economics

• Weak crop prices and volatile currencies in several countries affected prices in US

Dollar terms

• Depreciating currencies benefitted growers in Latin America, making their

commodity exports competitive

• Price improvements were limited due to high channel inventories and glyphosate

over capacities

• Elevated stock levels of all major crops, except rice

Industry de-grew by 9.6% due to headwinds from weak commodity

prices, dry weather and volatile currencies

* Source: Philip McDougall


• UPL’s constant currency revenue growth +18%

• UPL, young growing player in emerging markets,including Brazil

• Growth through New Product Development andinnovative mixtures

• Resistance management portfolio in key targetmarkets like US, Argentina and Brazil


• Recovery in cotton and rice areas globally; though weaker marketenvironment with lower commodity prices

• Fruits and vegetable segment remains buoyant backed by demand inemerging markets and processing industry

• Currency devaluation makes growers in Brazil and Argentina morecompetitive

• Business recovery from drought in India and other emergingmarkets

Soil SeedsSeed

Treatment

Herbicides Fungicides

Insecticides

Organic Portfolio

Adjacent Technologies

Grains

Storage

Solutions

Post Harvest

Seeds Crop Protection Decco


Seed & Seedlings treatment

Nursery Stage Transplanting, Vegetative growth & Reproductive stage

Maturity & Post harvest

• Seed treatment products

(Reno, Imigo, Saaf, Pratham, Floreo, Zander)

• Seed Nutrients (Wuxal , Zeba)

• Resistance Inducers (SMN03, Bronya,, Floreo )

• Seedling Treatment (Pratham, Floreo, Zander)

• Resistance Inducers (Bronya)

• Insecticides/Fungicides (Reno, Imigo, Fludi, Glory)

• Pre Emergence Herbicides(Saathi, Audi, Swachh)

• Early Post EmergenceHerbicides (Eros Gold , Eros)

• Granular Insecticides (Umet)• Sheath Blight (SAAF)• Sheath Blight and Blast (SAAF)• Leaf Folders and BPH (Imida

Gold)• Dirty panicle for grain quality

(Glory)

• Fumigation products and services (ALP)


Seed Treatment Vegetative Growth Reproductive Stage Maturity Stage

S.T & Sowing Crop protection{Plant Health}

Crop protection{Curative}

• Burn down Herbicides (Lifeline, Tarang, Fascinate, Fanate)

• Post emergent Herbicides (Patela, Irish, Blazer, Tricor)

• Fungicides for Rust (Glory)

• Resistance Management solutions (Bronya)

• Fungicides for Rust (Unizeb Gold, Unizeb Glory, Unizeb, Tridium)

• Insecticides for bugs (Lancer Gold)

• Seed treatment products (Reno, Imigo, Saaf)

• Seed Nutrients (Wuxal, SMN03)

• Resistance Inducers (Bronya)


Herbicide Resistant Weeds UPL Weed Control Program

UPL weed control programs to mitigate spread of weeds resistant to various herbicides in multiple cropping systems

Tricor, Lifeline, Interline, Ultra Blazer, Iris


Aquatic weeds and algae before application of UPI products

After application of UPI aquatic herbicides

UPL Portfolio: Aquathol


Reports of resistance in the world

• Benzimidazoles -66 Fungus Species

• Triazoles- 36 Fungus Species

• Strobilurins -25 Fungus Species

• Carboxamides -11 Fungus Species

Unizeb, Penncozeb, Mnazate, Uthane, Saaf ............GLORY


Soil SeedsSeed

Treatment

Herbicides Fungicides

Insecticides

Organic Portfolio

Adjacent Technologies

Grains

Storage

Solutions

Post Harvest

Seeds Crop Protection Decco

Creating new segments within the value chain


UPL is the biggest player to service organic farming in Europe


Control Zeba

• ZEBA absorbs and releases water as neededby plants

– Reduces plant stress caused by heat and limitedwater availability

– Maximizes crop input investments by absorbingand releasing soil nutrients, water-solublefertilizer and chemicals


ENVIRONMENTIncome Environment

YieldCost

reductionWater

conservation

Reduced number of applications

Reduced losses due to leaching and evaporation

Constant moisture

Improved germination

Availability of nutrients

Less fertilizers

Less nutrients



FY 20142.5%

FY 20155%

FY 201614%

• Ulala• Atabron• Acephate 97

DF

• Iris• Eros

• Unizeb Gold• Glory• Lifeline• Satellite• Interline

Continue to launch differentiated

combinations / mixtures / label

extensions

Maintain at 15%


• Farmers need timely adviceto support their crops

• Farmers need farm servicesto enhance cropproductivity

Adarsh Kisan Centre

Adarsh Farm Services


Digital Farm Advisory Platform

1 mn+ farmers registered in India

• Increased level of interaction with

farmers:

• Adarsh Kisan Centre (AKC)

• Helpline to resolve farmers crop-

related queries / concerns / issues

• Unimart

• Retail stores to provide right agri-

inputs along with right advice

• Adarsh Farm Services (AFS)

• Mechanized Spraying Services on the

field

• Trust +

• Integrated solutions platform for

banana growers in Latam



UPL, India

Agro Formulations

5,000+

Distributors

Retailers

Farmers

SWAL

3,000+

Distributors

Retailers

Farmers

Agro Technical

50+

National Formulators

Retailers

Farmers

Fumigants

- FCI

- CWC

- SWC’s

- Food Processors

Product Portfolio

Crop Expertise

Aerial Spray


Fresh Potato requirement year round

• Harvesting Period – Feb to Mar, -

stored in cold stores.

• Traditional Storage @ 2oC

– Stored for 9 months in cold store.

– Conversion of starch to sugar during storage.

• After removal from storage:

– Increase in sugar content.

– Immediate Sprouting.

– Shrinkage.

– Poor Shelf Life.

Impact of OORJA

• Storage @ 10oC – Energy Savings.

• No conversion of starch to sugar.

• Longer Shelf life

OORJA is applied as a “ Hot Fog” with the

help of recommended fogging machines

Before After


Cone & Plate viscometer

Free thaw chamber

Innovation center in Ituverave Field Trial stations in India



BHUPEN DUBEY

Head – Seeds Business


A global agriculture seeds and technology company.

Committed to:

• Promoting sustainable agriculture through innovative research and technology

• Providing farmers with quality seedsand technology to enhance crops’ valueand bring prosperity to their families

Doing Things Better

FORAGES

India, North and South America, Australia

Europe, Africa

RICE

India, Asia

SUNFLOWER

Europe, South America, Asia

CORN

Asia, Africa, South and

North America,

Australia, Europe

VEGETABLES

(Cauliflower, Hot Pepper, Okra, Tomato, Sweet Corn)

India, Asia

GRAIN SORGHUM

North and South AmericaAustralia, Europe, Asia,

Africa

CANOLA

Australia, Africa, South America, Asia, Europe

WHEAT

South and North Australia

SOYBEAN

Brazil



Increasing global demand for crop production and food shortage

Long – term growth opportunities +

Drought / water and disease constraints

Opportunity for drought tolerant hybrids +

Digital capabilities and technology development

Opportunity to reach out to farmers and adapt new technologies in business

+

Government and regulatory changes

Can have negative or positive impact =

Volatility in commodity prices, currency movements and weather patterns

Diversified geographical mix, impact on seed price and traits value

=

Doing Things Better

Customer Centricity

Collaboration &Partnership

Focused Product Portfolio

Differentiation through Innovation



Dairy industry

need for high crude protein

and high digestibility

forages

Drought recurrences

need genetics which can withstand long dry spells

Short duration

vegetable crops


• Barenburg, NetherlandsHigh Omega / Protein Grass

Seeds

• BASF, GermanyIMI Sorghum Technology

• Monsanto, USARR Canola

• Don Mario, BrazilSoybean Genetics


• Market share growth in Mexico, USA and Brazil• Market entry in Russia

Grain Sorghum

• Market development in forages India & SE Asia• Value creation through IMI technology in USA, Argentina and

Australia

Forages

Corn

Canola

Sunflower

Soybean

Vegetables

• Aggressive market entry and growth in Brazil• Portfolio additions with White Corn in Mexico and Africa as well as

temperate corn in USA to generate increased sorghum sales

• Value creation through herbicide tolerant traits and stacks in Australia• Canola market development in India

• Value creation and share growth through Ultra High Oleic hybrids in Ukraine

• Portfolio addition in Brazil to generate increased corn sales

• Geographical expansion of sweet corn, okra, tomatoes and hot peppers

Growth opportunities in crops and regions


R&D capabilities:

• 16 research stations and 2 biotech centres

• Over 300 environments with testing areas worldwide

• Over 60 years of research in plants genetics

• Germplasm bank consists of:

proprietary developed germplasm

public accessions and wild species

different sources of traits for biotic and abiotic

stresses

• Advanta Seeds hybrids are a suitable carrier of

added value technologies like GMs, chemical seeds

treatments, microbial seeds treatments and many

other potential novel technologies

• Advanta hybrids performance will be one of the

drivers of the successful merger of Advanta and UPL


Field Crop Diversification and Growth

SORGHUM• Resistance to Sulphonilurias• IMI proprietary technology

CORN• Ear Rot tolerance (Thailand)• Global leverage of Thai program

CANOLA• Novel proprietary herbicide tolerant stacks (TT& RR) leadership• Expansion towards the Canadian market

SUNFLOWER

• UHO proprietary technology for high quality oil• Highstearic high oleic sunflower oil & Advanta proprietary technology• Orobanche and herbicide tolerant stacks

WHEAT• wide range of products in E. Australia• competitive products in W. Australia

RICE• New product launch with biotic stress tolerance (BLB, blast and BPH) • Enhanced quality parameters – Amylose, chalkiness and head rice

VEGETABLES• OKRA – dual virus tolerance - Super okra type • HOT PEPPERS - Value added traits in Red Dry & Asian short dual


VA

LU

E

TIME

• Strategic acquisitions tobuild global portfolio

• Establish global headquarter and leadership team

• Fully leverage R&Dinnovation pipelinethrough impactful newproduct launches

• New geographies andmarkets expandingglobally like Brazil

• Low cost entry strategy

• Exponential growth byfully leveraged globalplatform

Building the base

2006 – 2015

Fully leverage globalcrop platforms

2016 – 2020



Merger

Doing Things Better

VA

LU

E

TIME

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

89

Doing Things Better

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

90

2 to 3 months

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Doing Things Better

UPL CAPITAL MARKETS DAY

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