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Investor Presentation February 2026 Strategic Group Reorganization
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2 Safe Harbour 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 into our business, our ability to successfully exit certain businesses or structure 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, please refer to the Risk Management Section of our Annual Report.
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3 Agenda Key Presenters Today… Mike Frank CEO UPL Global Toshan Tamhane Group COO UPL Limited Bikash Prasad Group CFO UPL Limited
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Strategic focus to further elevate shareholders’ value Creating a global crop protection powerhouse 8-33 9-15 Simplifying organization structure 16-27 Elevated focus on de-leveraging and balance sheet strengthening 28-29 Content Agenda I. Financial and Business Segment UPL’s resilient core and strategic focus to build scale 5-7 Pathway to unlock intrinsic shareholder value 30-31 Financial reporting for amplifying investor confidence 32-33 II. Summary 36-37 III. Q&A/ Annexures 38-41 Value creation for UPL shareholders 34-35 4
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5 UPL’s resilient core Over the years, we have built a resilient core, making us a future-ready organization…
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… through diversification across regions and product offerings, supported by backward integrated manufacturing and led by innovation UPL’s resilient core Leading Player in Biosolutions Ranked #1 ag-chem company in ESG(1) >140 countries outreach 43 crop protection mfg. sites 32 seeds processing sites >15,000 product registrations ~30% strong innovation index in seeds platform >3,000 patents >14% innovation rate in crop protection platform >30% crop protection portfolio is IP protected (1) by DJSI: Dow Jones Sustainability Index #5 in global crop protection #10 in global seeds 57 R&D crop protection centres 39 R&D seeds centres Leading specialty chemicals company in India 6
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…resulting in industry leading financial performance amidst heightened volatility and macroeconomic uncertainties 7 Contribution & Contribution Margin (₹ cr)Revenue from Operations (₹ cr) EBITDA & EBITDA Margin (₹ cr) Net-Debt(1) to EBITDA (times (x)) Delivered strong financial performance despite global sector headwinds 43,098 46,637 49,077 FY24 FY25 TTM Dec 25 14,989 18,173 20,202 FY24 FY25 TTM Dec 25 5,515 8,124 9,182 FY24 FY25 TTM Dec 25 4.6x 2.1x 1.6x – 1.8x FY24 FY25 FY26 34.8% 39.0% 41.2% 12.8% 17.4% 18.7% UPL’s resilient core (1) including perpetual bonds as debt in FY24 and FY25
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8 Pathway to unlock intrinsic shareholder value Financial reporting for amplifying investor confidence Creating a global crop protection powerhouse Elevated focus on de-leveraging and balance sheet strengthening Simplifying organization structure 1 4 2 5 3 Strategic focus to further elevate shareholders’ value
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9 Creating a global crop protection powerhouse1 Strategic focus to further elevate shareholders’ value
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Volume growth in Crop Protection products expected to sustain over long-term 10 Creating a global crop protection powerhouse Grower demand continues to be resilient… Source: United Nations, Economist, Food and Agriculture Organization (FAO), UNCCD, World Bank Group, Carbon brief, UBS Research Intensification of Crop Production needed to meet growing demand Climate change and rising pest pressure Up to 40% of crop production globally is lost to pests, diseases and weeds Climate change accelerates pest reproduction and diseases – higher crop losses Increase in cropland annually of ~5M ha/yr added to global farming area More prevalent resistance from insects/weeds/disease is increasing need for multiple active ingredient solutions Increase in biofuels adding to demand for certain crops Continual warming: limits the crop suitability for growers Growing population to create higher food demand (In bn) Current yield trend is not enough to meet food demand till 2050 3.0 8.2 9.6 1960 2025 2050 0 2 4 6 1970 1978 1986 1994 2002 2010 2018 2026 2034 2042 2050 Yield trend since 2010 Required yield (BAU)Required yield (Reforestation)
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Unique one-off global macro events that created a pricing “bubble” 11 Creating a global crop protection powerhouse Global crop protection price trajectory Structural conditions today: Low grain commodity prices impacting farm economics3 Prevailing geopolitical uncertainties1 Low, but broadly stable prices of key AIs4 Tariffs and new bilateral/multilateral trade agreements2 Channel destocking ended5 Global CP players are restructuring for various reasons6 Agrochemical Price Index Price Index (Jan 2019 = 100)60 70 80 90 100 110 120 130 140 150 COVID impact Channel destocking Normalizing channel demand; lower AI prices sustain Herbicides Insecticides Fungicides 2021 2022 2023 2024 2025 20262019 2020 Russia-Ukraine war Safety stockpiling by channel Prices for AI’s stable at lower level… Prices corrected till FY24; Falling crop commodity prices Source: AgbioInvestor
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12 Creating a global crop protection powerhouse Notes: Bio-solutions industry is a part of crop-protection industry; plant growth regulator is a part of bio-solutions industry Source: Internal estimates, S&P Global, AgbioInvestor Superior growth opportunity for UPL Global – in Post Patent, Differentiated and Bio-solutions 63.1 72.1 6.9 5.770.1 77.8 2024 2029 UPL TAM Patented UPL TAM to grow faster than market Global Crop protection (In USD Bn) 9.4 15.1 2024 2029 UPL TAM Global Bio-solutions (In USD Bn) Crop Protection spend remains resilient through the cycles To meet growing demands, growers need smarter, sustainable solutions Growers return to core priorities: quality products, value pricing and reliable suppliers UPL Global Crop Protection Total Addressable Market (TAM) will continue to grow … … with post patent continuing to gain prominence 78% 12% 10% 2024 82% 11% 7% 2029P 59%16% 25% 2011 Proprietary off-patentPost Patent Patented
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UPL Global Crop Protection strategy… leveraging our unique strengths 13 Creating a global crop protection powerhouse Operational excellence underpinned by an efficient working capital model delivering consistent cash flow generation3 Lean organization with a scalable operating model while continuing our strong customer centricity to gain market share2 Strong innovation driving a steady pipeline of differentiated & sustainable product launches year-on-year4 Access to world-class supply chain within UPL Group. India-based backward integrated manufacturing ensures reliability, supply chain diversification for global customers1 UPL Global Crop Protection is uniquely positioned to be the “supplier of choice” for grower and channel partners… world -wide!
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UPL performance and focus on quality growth… our strategy is working 14 Creating a global crop protection powerhouse Sep 25 TTM – UPL continues to deliver strong EBITDA growth 157% 22% (1%) 21% 35% 10% 46% -20% 0% 20% 40% 60% 80% 100% 120% 140% 160% 180% EBITDA growth (Crop-protection) (Crop-protection only) Note: While revenue growth is for CP, EBITDA for Syngenta is at group level, for Bayer and BASF are including seeds. EBITDA for Bayer, BASF, Corteva do not account for corporate overheads allocation. FMC revenues are GAAP revenues including I ndia Source: Company reports, AgbioInvestor segment revenue estimates (BASF CP) Revenue growth 3% 0% (4%) 5% 4% (13%) 0%
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Unifying UPL SAS and UPL Corp: A new global powerhouse in Crop Protection 15 Creating a global crop protection powerhouse • Innovative pipeline built on solving grower pain-points • Unmatched breadth of solutions and registrations • Committed to channel partnerships • Value of win-win-win Customer Centricity • Backward-integrated with group capabilities • Cost leadership enabling margins • Quality and reliability strength • India-sourced as a global strategic advantage Unmatched Supply Chain Strengths • Safety first mindset • Industry leading working capital management • Proven new product launch capabilities • Embracing artificial intelligence as a tool for growth Operational Excellence • Speed and agility • Collaborative approach • Nothing is impossible • Motivated and engaged talent • Transformational mindset UPL Culture and People
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16 Simplifying organization structure2 Strategic focus to further elevate shareholders’ value
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Several transformative initiatives undertaken to achieve scale, build focused platforms and disciplined de-leveraging of balance sheet Strategic focus to build scale On a transformational journey to unlock value, boost growth momentum and reduce debt 17 Transformation to a global crop protection player Building focused business platforms Enhance flexibility and accelerate growth Deleveraging and strengthening the balance sheet Acquired Arysta Lifescience; $1.2 Bn infused by ADIA + TPG Inorganic growth opportunity Creation of pure-play platforms Segregation of specialty chemicals Transferred to a wholly owned sub via slump sale through BTA Strategic fundraise in Advanta $300 Mn from KKR Crop-protection and seeds; $200 Mn in UPL SAS 2019 2022 20242022
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Several transformative initiatives undertaken to achieve scale, build focused platforms and disciplined de-leveraging of balance sheet Strategic focus to build scale 18 Transformation to a global crop protection player Building focused business platforms Enhance flexibility and accelerate growth Deleveraging and strengthening the balance sheet Group’s vision Monetize platforms to unlock value Deleverage and strengthen balance sheet Incubate / acquire and scale new businesses $350 Mn from Alpha Wave 2025 Strategic fundraise in Advanta Advanta + Decco 2025 Acquisition of Decco by Advanta DRHP filing by Advanta 2026 DRHP filing of global seeds platform $400 Mn from rights issue 2024/25 Fundraising at UPL Limited On a transformational journey to unlock value, boost growth momentum and reduce debt
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19 Advanta* SUPERFORMUPL SAS 90.91% 74.70% 100% TPG & ADIA 9.09% 22.21% 12.86% 12.44% Promoter & Promoter Group Public 33.51% 66.49% 77.78% UPL Corp Other Businesses TPG, ADIA & Brookfield KKR Alpha Wave FY26 beginning structure Existing structure Decco* (International Crop Protection) (Global Seeds Business) (Specialty Chemicals)(India Crop Protection) (Post harvest business) * Decco was acquired by Advanta in Q2FY26 as part of simplification, restructuring and value unlocking 100% 100%
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… business structure to be simplified by combining UPL SAS and UPL Corp into one “pure-play” listed crop protection company 20 Strategic re-organization *The new entity: UPL Global Sustainable Agri-Solutions (1) Out of this, 5.82% to be directly held by the family; balance shareholding to be held by public (including PE investors: TPG, ADIA, Brookfield) (2) Assuming UPL’s 7.8% dilution due to IPO; currently, UPL Limited owns 78.21% of Advanta UPL Global* Advanta SUPERFORM Other Businesses Promoter & Promoter Group Public 66.91%33.09% 100%71.56%(1) 70.41%(2) 100% (International + India Crop Protection) (Global Seeds + Post Harvest) (Specialty Chemicals)
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The proposed re-organization builds directly on UPL’s strategic evolution 21 Value accretion for all shareholders • Current re-organization is aimed at creating an independent listed entity for crop protection business enhancing strategic focus and driving growth initiatives • This initiative will carve out the International and India crop protection businesses into UPL Global, providing a focused and scalable growth platform • The proposed re-organization will include the following: Background of the proposed re-organization Part 1 Merger of UPL SAS (India Crop Protection Business) into UPL Ltd Part 2 Vertical Demerger of India Crop Protection Business from UPL Ltd to UPL Global Part 3 Merger of UPL Cayman (International Crop Protection Business) into UPL Global
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Fairness opinion on the swap ratio obtained from merchant bankers for UPL Limited Dual independent valuations conducted to determine fair share exchange ratios, ensuring transparency, objectivity, and alignment with best governance practices Swap ratio recommended by independent valuers, fairness opinion providers and approved by the board 22 Value accretion for all shareholders Governance-led valuation Independent fairness opinion Tax advisors Legal advisors Financial advisors to the issue
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Re-organized structure provides a direct as well as indirect public holding (through UPL Limited) in UPL Global, apart from direct holding in UPL Limited Promoter & Promoter Group Public 66.91%(1)33.09% 65.74% UPL Global (International + India Crop Protection) 23 Promoter & Promoter Group Public Private Equity 16.88%5.82% 11.56% Value accretion for all shareholders The reorganization is to be approved by the majority of UPL's minority shareholders, safeguards their interests while positioning them to benefit from sustained accretion. (1)Includes approx. 1% of holding of existing private equity investors in UPL Global post re-organisation
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Enhanced value visibility timelines 24 Execution roadmap Feb 26 Mar 26 Apr 26 May 26 Jun 26 Jul 26 Aug 26 Sep 26 Oct 26 Nov 26 Dec 26 Jan 27 Feb 27 Mar 27 Apr 27 May 27 Jun 27 Board Approval Filing of Scheme with Stock Exchanges Stock Exchange & SEBI Review Filing with NCLT NCLT Review Process for Filing the NCLT Order with ROC Process for Issuance of Shares of UPL Global From board meeting till listing of UPL Global Receipt of Stock Exchanges Approval Shareholders / Creditors Meeting NCLT Approval Receipt of NCLT Order Listing & Trading of UPL Global Process for filing the NCLT order with ROC Process for Issuance & Listing of shares of UPL Global Filing with NCLT Filing of scheme with Stock Exchanges Board Approval The overall process from board meeting till Listing of UPL Global could take ~12–15 months subject to timely receipt of regulatory approvals
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UPL Global to further drive-up scale and operational synergies, as world’s #2 and India’s #1 “pure-play” listed crop protection company 25 Strategic re-organization | Operational 61,996 38,500 34,782 34,528 16,846 World’s #2 crop protection company (by FY25 pro-forma revenue ₹ cr) UPL Global 38,500 7,978 5,473 4,320 3,149 India’s #1 crop protection company (by FY25 pro-forma revenue ₹ cr) UPL Global (1) crop protection crop protection (1) Corteva has announced plans to split its seeds and crop protection business into two separate publicly traded listed entities
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… underpinned by consistent financial performance and strong underlying fundamentals 26 Strategic re-organization | Pro-forma financials Contribution & Contribution Margin (₹ Cr)Revenue from Operations (₹ Cr) EBITDA & EBITDA Margin (₹ Cr) Net-Debt(1) to EBITDA (times (x)) Delivered strong financial performance despite global sector headwinds 35,687 38,500 39,635 FY24 FY25 TTM Dec25 8,920 12,132 13,536 FY24 FY25 TTM Dec25 2,295 5,335 6,145 FY24 FY25 TTM Dec25 11.2x 3.8x 2.0x–2.3x FY24 FY25 Listing Year 25.0% 31.5% 34.2% 6.4% 13.9% 15.5% On path for future reduction (1) including perpetual bonds as debt
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… while enjoying assured supply through strong interlinkages with parent, enabling backward-integrated, cost advantageous manufacturing supply 27 Strategic re-organization | Interlinkages & synergies UPL Global will continue to have strategic long-term supply arrangement with UPL Ltd. and SUPERFORM Basic raw materials Agro- intermediates Active ingredients Marketing and Distribution Global Manufacturing and supply partner Marketing and distribution partnerInterlinkages create mutual value … and additional benefits: Optimized cash management and capital allocation across the group3 Shared R&D capabilities1 Shared GBS and CDT to enable skilled workforce placed across the value chain 4 Strategic and directional guidance by board and group management2 Tax, legal, sustainability and other centralized functions ensure compliance and optimization across entities5 Formulation
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28 Elevated focus on de-leveraging and balance sheet strengthening3 Strategic focus to further elevate shareholders’ value
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4.6x 2.1x 1.6x–1.8x ~1.2x–1.5x FY24 FY25 FY26F Medium Term Aspiration Comfortable debt levels while maintaining growth investments • Advanta OFS proceeds • SUPERFORM capital raise • Internal cash generation • Dividend upstream from platforms • Future monetization opportunities Focus remains on de-gearing and improving returns, along with driving business growth 29 UPL Limited | Focused deleveraging Steep drop in Net Debt(1) / EBITDA in the recent years, further improvement underway 1 2 3 4 Potential levers to de-lever and strengthen balance sheet 5 (1) including perpetual bonds as debt in FY24 and FY25
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30 Pathway to unlock intrinsic shareholder value4 Strategic focus to further elevate shareholders’ value
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31 Pathway to unlock intrinsic shareholder value Potential unlocking of long-term intrinsic shareholder’s value through discovery at each platform versus ascribing a consolidated earnings multiple Valuation multiples to be benchmarked vs. peers UPL Global Advanta SUPERFORM India + International Crop Protection Platform Global Seeds and Post Harvest Platform Manufacturing and Specialty Chemicals 1 2 3 IPO / listing process initiated Under evaluation
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32 Financial reporting for amplifying investor confidence5 Strategic focus to further elevate shareholders’ value
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Improved disclosures on performance by platforms Enhanced financial reporting with detailed management insights Strategic business insights through non-financial initiatives and actions End-to-end financial visibility spanning detailed P&L analysis, balance sheet movement, cash flows and leverage ratios 01 02 03 04 33 Improved quality of disclosures Enhanced financial and non-financial reporting leading to improved communication to investors
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34 UPL Limited will continue to be a strategic & operating parent…
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… and will continue to incubate and scale new businesses, funded by steady upstream cash flows with support platforms through centralized capabilities 35 Continue to incubate and scale new businesses Steady upstream cash flows Central capabilities Stable upstream cashflows from platforms (e.g., dividends) Deploying cash for new businesses, support existing platforms Potential to monetize stake for additional financial headroom ➢ ➢ ➢ Proven track record of incubating businesses and achieving scale Evaluating opportunities in bio-ethanol, sustainable aviation fuel, e-methanol, green chemicals ➢ ➢ Centralized functions (e.g., treasury, digital transformation, GBS, R&D, tax, real estate) Shared capabilities enable scale benefits, cost optimization, and faster execution ➢ ➢ Way ForwardValue creation for UPL shareholders
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36 UPL platforms | Summary takeaways Independent capital structure to enable growth3 Assured manufacturing, supply, shared group capabilities2 Independent board, governance and leadership4 Value discovery at platform1
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Simpler Stronger Valuable Stronger market positioning and margins • #1 Indian, #2 Global pure-play listed crop protection company3 Multiple deleveraging levers and strong balance sheet • With a medium-term target of net-debt to EBITDA of 1.2x–1.5x2 Value unlocking at group level with value discovery at platforms • Creation of long-term intrinsic shareholder value4 37 Simpler structure • Three distinct “pure play” platforms1 UPL Limited | Summary takeaways
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Q&A
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Annexures
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KKR Alpha Wave 11.07% 10.71% 64.32% Our target is to simplify the operating structure 40 Pre & post scheme group structure UPL Limited Formulations R&D Investments UPL SAS (India Crop Protection) UPL Corporation Ltd, Cayman (International Crop Protection) Advanta Enterprises Ltd. (Global Seeds and Post Harvest) SUPERFORM Chemistries Ltd. (Specialty Chemicals) UPL Corporation Ltd, (Mauritius) TPG, ADIA & Brookfield KKR Alpha WaveTPG, ADIA Other Global Businesses Promoter & Promoter Group Public 66.49%33.51% 100% 11.07% 10.71% 22.21% 77.78% 13.89% 64.32% 100% 9.09% 90.91% UPL Limited Formulations R&D Investments Promoter & Promoter Group Public(1) 66.91%33.09% 100% UPL Global (India + International Crop Protection) Advanta Enterprises Ltd. (Global Seeds and Post Harvest) SUPERFORM Chemistries Ltd. (Specialty Chemicals) Promoter & Promoter Group Public(1) UPL Corporation Ltd, (Mauritius) 100% 5.82% 28.44% 65.74% Other Global Businesses 13.89% Shareholders of UPL Ltd will also have direct holding in crop protection business (i.e., direct stake in UPL Global) (1) Includes private equities investors (ADIA, TPG, Brookfield)
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Swap Ratio Recommended by Independent Registered Valuers and Fairness Opinion Providers 41 Value creation for UPL Ltd shareholders • Based on relative valuation, the following swap ratio / entitlement ratio are recommended: • Part 1 of the Scheme i.e. Merger of UPL SAS into UPL Ltd – 1,000 shares of UPL Ltd for every 48 shares of UPL SAS • Part 2 of the Scheme i.e. Demerger of India crop protection business into UPL Global – 1 share of UPL Global for every 1 share of UPL Ltd • Part 3 of the Scheme i.e. Merger of UPL Corp into UPL Global – 1,000 shares of UPL Global for every 213 shares of UPL Corp