Upl Limited · NSE:UPL
Upl — Merger or Acquisition (February 2026)
41 slides from Upl's merger presentation, February 2026
Slide 1: Strategic Group Reorganization Investor Presentation
Strategic Group Reorganization Investor Presentation February 2026
Slide 2: Safe Harbour Statement
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 includ
Slide 3: Key Presenters Today
Agenda Key Presenters Today… Toshan Tamhane Bikash Prasad Mike Frank Group COO Group CFO CEO UPL Limited UPL Limited UPL Global 3
Slide 4: Content
Agenda Content I. Financial and Business Segment UPL’s resilient core and strategic focus to build scale 5-7 Strategic focus to further elevate shareholders’ value 8-33 Creating a global crop protection powerhouse 9-15 Simplifying organization structure 16-27 Elevated focus on de-leveraging and bala
Slide 5: Over the years, we have built a resilient core
UPL’s resilient core Over the years, we have built a resilient core, making us a future-ready organization… 5
Slide 6: Resilient core through diversification, integrated manufacturing and innovation
UPL’s resilient core … through diversification across regions and product offerings, supported by backward integrated manufacturing and led by innovation >140 #5 in global crop protection Leading Player Ranked #1 ag-chem #10 in global seeds countries outreach in Biosolutions company in ESG(1) 43 cro
Slide 7: Industry leading financial performance amidst volatility
UPL’s resilient core …resulting in industry leading financial performance amidst heightened volatility and macroeconomic uncertainties Revenue from Operations (₹ cr) Contribution & Contribution Margin (₹ cr) 34.8% 39.0% 41.2% 49,077 20,202 46,637 18,173 43,098 14,989 FY24 FY25 TTM Dec 25 FY24 FY25 T
Slide 8: Strategic focus to further elevate shareholders' value
Strategic focus to further elevate shareholders’ value Creating a global crop Pathway to unlock intrinsic 1 protection powerhouse 4 shareholder value Financial reporting Simplifying organization 2 structure 5 for amplifying investor confidence Elevated focus on 3 de-leveraging and balance sheet stre
Slide 9: Creating a global crop protection powerhouse
Strategic focus to further elevate shareholders’ value 1 Creating a global crop protection powerhouse 9
Slide 10: Volume growth in Crop Protection products expected to sustain
Creating a global crop protection powerhouse Volume growth in Crop Protection products expected to sustain over long-term Intensification of Crop Production needed to meet growing demand Climate change and rising pest pressure Increase in cropland annually of ~5M ha/yr added to global farming area U
Slide 11: Unique one-off global macro events that created a pricing bubble
Creating a global crop protection powerhouse Unique one-off global macro events that created a pricing “bubble” Global crop protection price trajectory Agrochemical Price Index 150 Herbicides Insecticides Fungicides Price Index (Jan 2019 = 100) 140 130 Channel destocking 120 Prices corrected till FY
Slide 12: Superior growth opportunity for UPL Global
Creating a global crop protection powerhouse Superior growth opportunity for UPL Global – in Post Patent, Differentiated and Bio-solutions … with post patent continuing to gain prominence UPL TAM to grow faster than market Global Crop protection (In USD Bn) Global Bio-solutions (In USD Bn) Post Pate
Slide 13: UPL Global Crop Protection strategy leveraging unique strengths
Creating a global crop protection powerhouse UPL Global Crop Protection strategy… leveraging our unique strengths 1 Access to world-class supply chain within UPL Group. India-based backward integrated manufacturing ensures reliability, supply chain diversification for global customers 2 Lean organiz
Slide 14: UPL performance and focus on quality growth
Creating a global crop protection powerhouse UPL performance and focus on quality growth… our strategy is working Sep 25 TTM – UPL continues to deliver strong EBITDA growth Revenue 3% 0% (4%) 5% 4% (13%) 0% growth 180% 157% 160% 140% 120% 100% EBITDA growth 80% 60% 40% 35% 22% 21% 20% 10% 46% (1%) 0
Slide 15: Unifying UPL SAS and UPL Corp: A new global powerhouse
Creating a global crop protection powerhouse Unifying UPL SAS and UPL Corp: A new global powerhouse in Crop Protection Unmatched Customer Operational UPL Culture Supply Chain Centricity Excellence and People Strengths • Innovative pipeline • Backward-integrated with • Safety first mindset • Speed an
Slide 16: Simplifying organization structure
Strategic focus to further elevate shareholders’ value 2 Simplifying organization structure 16
Slide 17: Transformative initiatives to achieve scale and de-leverage
Strategic focus to build scale Several transformative initiatives undertaken to achieve scale, build focused platforms and disciplined de-leveraging of balance sheet Transformation to a global Building focused Enhance flexibility and Deleveraging and strengthening crop protection player business pla
Slide 18: Transformative initiatives to achieve scale and de-leverage (continued)
Strategic focus to build scale Several transformative initiatives undertaken to achieve scale, build focused platforms and disciplined de-leveraging of balance sheet Transformation to a global Building focused Enhance flexibility and Deleveraging and strengthening crop protection player business pla
Slide 19: Existing structure
FY26 beginning structure Existing structure Promoter & Promoter Public Group 33.51% 66.49% TPG, ADIA TPG & ADIA KKR Alpha Wave & Brookfield 9.09% 12.86% 12.44% 100% 100% Other Decco* Businesses (Post harvest business) 90.91% 22.21% 77.78% 74.70% 100% UPL SAS UPL Corp Advanta* SUPERFORM (India Crop P
Slide 20: Strategic re-organization into one pure-play listed crop protection company
Strategic re-organization … business structure to be simplified by combining UPL SAS and UPL Corp into one “pure-play” listed crop protection company Promoter & Promoter Group Public 33.09% 66.91% Other Businesses 100% 71.56%(1) 70.41%(2) 100% UPL Global* Advanta SUPERFORM (International + India (Gl
Slide 21: Proposed re-organization builds on UPL's strategic evolution
Value accretion for all shareholders The proposed re-organization builds directly on UPL’s strategic evolution Background of the proposed re-organization • Current re-organization is aimed at creating an independent listed entity for crop protection business enhancing strategic focus and driving gro
Slide 22: Swap ratio recommended by independent valuers and fairness opinion providers
Value accretion for all shareholders Swap ratio recommended by independent valuers, fairness opinion providers and approved by the board Governance-led valuation Independent fairness opinion Dual independent valuations conducted to determine fair Fairness opinion on the swap ratio obtained share exc
Slide 23: Re-organized structure provides direct and indirect public holding
Value accretion for all shareholders 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 & Public Promoter Group 33.09% 66.91%(1) Promoter & Public Private Equity Promoter Group 5.82% 11.56
Slide 24: Enhanced value visibility timelines
Execution roadmap Enhanced value visibility timelines From board meeting till listing of UPL Global 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 Board Approval Filing of Scheme with Stock Exchanges Filing of sch
Slide 25: UPL Global: world's #2 and India's #1 pure-play crop protection company
Strategic re-organization | Operational UPL Global to further drive-up scale and operational synergies, as world’s #2 and India’s #1 “pure-play” listed crop protection company World’s #2 crop protection company (by FY25 pro-forma revenue ₹ cr) India’s #1 crop protection company (by FY25 pro-forma re
Slide 26: Pro-forma financials and strong underlying fundamentals
Strategic re-organization | Pro-forma financials … underpinned by consistent financial performance and strong underlying fundamentals Revenue from Operations (₹ Cr) Contribution & Contribution Margin (₹ Cr) 25.0% 31.5% 34.2% 39,635 13,536 38,500 12,132 8,920 35,687 FY24 FY25 TTM Dec25 FY24 FY25 TTM
Slide 27: Assured supply through interlinkages with parent
Strategic re-organization | Interlinkages & synergies … while enjoying assured supply through strong interlinkages with parent, enabling backward-integrated, cost advantageous manufacturing supply UPL Global will continue to have strategic long-term supply arrangement with UPL Ltd. and SUPERFORM Bas
Slide 28: Elevated focus on de-leveraging and balance sheet strengthening
Strategic focus to further elevate shareholders’ value Elevated focus on 3 de-leveraging and balance sheet strengthening 28
Slide 29: Focus remains on de-gearing and improving returns
UPL Limited | Focused deleveraging Focus remains on de-gearing and improving returns, along with driving business growth Steep drop in Net Debt(1) / EBITDA in the recent years, further improvement underway Potential levers to de-lever and strengthen balance sheet 1• Advanta OFS proceeds 4.6x Comfort
Slide 30: Pathway to unlock intrinsic shareholder value
Strategic focus to further elevate shareholders’ value 4 Pathway to unlock intrinsic shareholder value 30
Slide 31: Potential unlocking of value through discovery at each platform
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 UPL Global Advanta SUPERFORM multiples to be benchmarked India + International Crop Protection P
Slide 32: Financial reporting for amplifying investor confidence
Strategic focus to further elevate shareholders’ value Financial reporting 5 for amplifying investor confidence 32
Slide 33: Enhanced financial and non-financial reporting
Improved quality of disclosures Enhanced financial and non-financial reporting leading to improved communication to investors 01 Improved disclosures on performance by platforms 02 Enhanced financial reporting with detailed management insights 03 End-to-end financial visibility spanning detailed P&L
Slide 34: UPL Limited will continue to be a strategic & operating parent
UPL Limited will continue to be a strategic & operating parent… 34
Slide 35: Value creation for UPL shareholders
Way Forward Value creation for UPL shareholders … and will continue to incubate and scale new businesses, funded by steady upstream cash flows with support platforms through centralized capabilities Continue to incubate Steady upstream Central and scale new businesses cash flows capabilities Proven
Slide 36: UPL platforms summary takeaways
UPL platforms | Summary takeaways 1 Value discovery at platform 2 Assured manufacturing, supply, shared group capabilities 3 Independent capital structure to enable growth 4 Independent board, governance and leadership 36
Slide 37: Simpler, Stronger, Valuable
UPL Limited | Summary takeaways Simpler structure 1 • Three distinct “pure play” platforms Multiple deleveraging levers and strong balance sheet 2 • With a medium-term target of net-debt to EBITDA of 1.2x–1.5x Simpler Stronger market positioning and margins Stronger 3 • #1 Indian, #2 Global pure-pla
Slide 38: Q&A
Q&A
Slide 39: Annexures
@UPL Annexures
Slide 40: Pre & post scheme group structure
Pre & post scheme group structure Our target is to simplify the operating structure Promoter & Promoter & Public Public(1) Promoter Group Promoter Group 33.51% 66.49% 33.09% 66.91% UPL Limited UPL Limited Formulations R&D Investments Formulations R&D Investments Shareholders of Other Global UPL Corp
Slide 41: Swap Ratio Recommended by Independent Registered Valuers
Value creation for UPL Ltd shareholders Swap Ratio Recommended by Independent Registered Valuers and Fairness Opinion Providers • 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 UP