UPL : Buyback - others

UPL	UPL Limited , UPL Hou se,
610 S/2, Sandra Vi lla ge
Off Western Express Highway
OpenAg"'	Sa nd ra (East), Mumbai 400 051, I ndia.
w: www. upl- ltd.com
t: [phone]
osth April 2022
BSE Limited	National Stock Exchange of India Ltd
Mumbai	Mumbai
SCRIP CODE: 512070	SYMBOL: UPL

Sub: Certified copy of the special resolution passed by the shareholders for approving .

the buyback of equity shares of the Company

Dear Sir/ Madam,

Further to our intimation dated March 31, 2022, and pursuant to the applicable provisions of the SEBI (Buy-back of Securities) Regulations , 2018, enclosed herewith is the certified true copy of the special resolution passed by the shareholders at their meeting held on March 30, 2022, for approving the buyback of equity shares of the Company.

This is for your information and records.

Thank you.

Yours faithfully , For UPL Limited

andeep Deshmukh Company Secretary and Compliance Officer (ACS-10946)

Regis t ered Office : 3-1 1, GIDC, Vap i 396195, Guj arat, In dia. P [phone] CIN: L242 19GJ1985PLC025132

Off Western Express Highway

Bandra (East), Mumbai 400 051, India.

CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE EXTAORDINARY GENERAL MEETING OF THE MEMBERS OF UPL LIMITED HELD ON WEDNESDAY, MARCH 30, 2022

To approve buyback of equity shares of the Company

"RESOLVED THAT in accordance with Article 60 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013 as amended (hereinafter called the "Act"), the Companies (Share Capital and Debentures) Rules, 2014, as amended ("Share Capital Rules"), Companies (Management and Administration) Rules, 2014, as amended ("Management Rules") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re- enactment(s) thereof for the time being in force, to the extent applicable ("LODR Regulations") and in compliancewith the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended from time to time (hereinafter called the "Buyback Regulations"), which expression shall include any modification or re- enactment thereof, and subject to such other approvals, permissions and sanctions as may be necessary, and subject to any modifications and conditions, if any, as may be prescribed by the appropriate authorities and as may be agreed by the Board of Directors of the Company ("Board"), which expression shall include any committee constituted by the Board to exercise its powers, including the powers conferred by this resolution the consent of the shareholders of the Company ("Shareholders" or "Members") be and is hereby granted to buyback fully paidup equity shares of the Company having a face value off 2/-each from the existing Shareholders (except promoters, promoter group and persons in control of the Company)at a price not exceeding f 875/- (Rupees Eight Hundred Seventy Five only) per equity share ("Maximum Buyback Price") and such aggregate amount, not exceeding f 1,100 crore (Rupees One Thousand One Hundred Crore only) ("Maximum Buyback Size"), representing 14.56% and 5.71 % of the aggregate of the total paid-up share capital and free reserves of the Company based on the latest audited financial statements of the Company as at March 31 , 2021 (on a standalone and consolidated basis, respectively) ("Buyback"). T he Maximum Buyback Size does not include transaction costs, namely brokerage, filing fees, advisory fees , intermediaries' fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as buyback tax, securities transaction tax , goods and services tax, stamp duty etc. and other incidental and related expenses ("Transaction Costs"). The Buyback period shall commence from thedate of the passing of the special resolution until the last date on which the payment of consideration for the Equity Shares bought back by the Company is made ("Buyback Period"), in accordance with , and consonance with the provisions contained in the Buyback Regulations, the Act, Share Capital Rules, the Management Rules and the LODR Regulations.

RESOLVED FURTHER THAT subject to the market price of the Equity Shares being equal to or less than the Maximum Buyback Price, the indicative maximum number of Equity Shares bought back would be 1,25,71,428 Equity Shares ("Proposed Buyback Shares"), comprising approximately 1.65% of the total paid-up equity share capital of the Company as of March 2, 2022 (on a standalone basis). If the Equity Shares are bought back at a price below the Maximum Buyback Price, the number of Equity Shares bought back could exceed the Proposed Buyback Shares, but, will always be subject to the Maximum Buyback Size and will be in compliance with applicable law. The Company shall utilise at least 50% of the amount earmarked as the Maximum Buyback Size for the Buyback, i.e. f 550 crores (Rupees Five Hundred Fifty Crores only) ("Minimum Buyback Size") representing 7.28% and 2.86% oftheaggregate ofthe total paid up share capital and free reserves of the Companyon a standalone and consolidated basis as of March 31, 2021 respectively . Based on the Minimum Buyback Size and Maximum Buyback Price, the Company would purchase a minimum of 62,85,714 Equity Shares.

RESOLVED FURTHER THAT the Company shall implement the Buyback out of its free reserves and/or such other source as may be permitted under the Buyback Regulationsor the Act, and the Buyback shall be undertaken through the Open Market operations route through the stock exchange where the equity shares of the Company are listed, as prescribed under the Buyback Regulation ~~o :::: ~:-,.-..-.:.-.:-. and on such terms and conditions as the Board may deem fit.

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Registered Office: 3 -11, GIDC, Vapi 396 195, Gujarat, Ind ia. P [phone] CIN:L24219GJ1985PLC025132

OpenAg"'

Bandra (East), Mumbai 40005 1, India.

RESOLVED FURTHER THAT the Buyback would be subject to the requirement of maintaining the minimum public shareholding, as specified in Regulation 38 of the SEBI LODR Regulations.

RESOLVED FURTHER THAT the Company shall make available adequate sources of funds for the purpose of theBuyback.

RESOLVED FURTHER THAT the Company may create a bank guarantee in favour ofthe Manager to the Buyback in accordance with the Buyback Regulations, which together with the cash deposited in the Escrow Account shall make up the requisite escrow amount under the Buyback Regulations.

RESOLVED FURTHER THAT the Buyback from the members who are residents outside India including foreign corporate bodies (including erstwhile overseas corporate bodies), foreign institutional investors/foreign portfolio investors, non-resident Indians, members of foreign nationality shall be subject to the Foreign Exchange Management Act, 1999 and ru les and regulations framed thereunder, if any, Income Tax Act, 1961 and rules and regulations framed thereunder, the Depository Receipts Scheme, 2014, as applicable, and also subject to such approvals, if and to the extent necessary or required from concerned authorities including, but not limited to, approvals from the Reserve Bank of India ("RBI") under Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder. if any.

RESOLVED FURTHER THAT the Buyback shall, in any case, close within 6 (six) months from the date of opening of the Buyback or such other period as may be permitted under the Act or Buyback Regulations. The Board, in its absolute discretion, may decide to close the Buyback at any time, provided that at least 50% (Fifty percent) of the Maximum Buyback Size is utilized for buying back the Equity Shares, by giving appropriate notice of such earlier date of closure of the Buyback and completing all formalities in this regard as per relevant laws and regulations.

RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to offer and/or any obligation on the Company or the Board or its authorised official/ committee to buyback any shares and/or impair any power of the Company or the Board or authorised officials/the Committee to terminate any process in relation to such Buyback, if so permissible by law.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the power(s) conferred herein above as it may in its absolute discretion deem fit, to any Director(s) / Officer(s) / Authorised Representative(s) I Committee of the Company ("Buyback Committee") in order to give effect to the aforesaid resolutions , including but not limited to finalizing the terms of the Buyback including the timeframe for completion of Buyback, and the appointment of merchant bankers, brokers, lawyers, solicitors, representatives, depository participants, escrow agents, advertising agencies and other advisors I consultants I intermed iaries / agencies, as may be required, for the implementation of the Buyback; and to make all necessary applications to the appropriate authorities for their approvals including but not limited to approvals as may be required from the Securities and Exchange Board oflndia, U.S. Securities Exchange Commission, Reserve Bank of India ('RBI') under the Foreign Exchange Management Act, 1999 and the rules, regulations framed thereunder: andto initiate all necessary actions for preparation, signing, issuing and filing of the public announcement and all other offer documents with respect to the Buyback with the Registrar ofCompanies, RBI, Securities and Exchange Board of India, the stock exchanges (where the equity shares of the Company are listed) and other appropriate authorities, if required; and to obtain all necessary certificates and reports from the statutory auditors and other third parties as required under applicable law; and to enter into escrow arrangements and appoint escrow agents as required or desirable in terms of the Buyback Regulations; and to open, operate and close all necessary accounts including escrow account, special payment account, demat escrow account, broker trading account as required or desirable in terms of the Buyback Regulations; and for the extinguishment of dematerialized shares and physical destruction of share certificates in respect of the Equity Shares bought back by the Company; and to provide, finalise, execute and file such other undertakings, agreements, documents and correspondence, in connection with the Buyback with the Securities and Exchange Board of India, U.S. Securities Exchange Commission, RBI, stock exchanges, Registrar of Companies, depositories or other ~ authorities or third persons as may be required, desirable or considered expedient for tht *r~L~l,~

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Reg istered Office 3-11, GIDC, VapI 396195, Gujar at, India P [phone] CIN :L24219GJ1 985PLC025132

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Off Western Express Highway Sandra (East), Mumbai 40 0 051, I ndia.

implementation of the Buyback from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and the Buyback Committee be and is hereby authorized to accept and make any alteration(s), modification(s) to the terms and conditions as it may deem necessary, concerning any aspect of the Buyback, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as it may, in absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential to the Buyback and to comply with applicable laws without seeking any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution."

For UPL limited

~ukh

Company Secretary and Compliance Officer (Membership no. : ACS-10946)

· Address: UPL house, s·10 B/2, Sandra Village Off. Western Express Highway, Sandra (East) Mumbai - 400 051

Reg iste re d Office: 3 -11, GIDC, Vapi 396 195, Guj arat, Ind ia. P [phone] CIN: L24219GJ1985PLC025132

OpenAg'"

Sand ra (East), Mum bai 400 051, India.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ("THE ACT")

The Board of Directors of the Company, at its meeting held on March 2, 2022 ("Board Meeting") has, subject to the approval of the Members of the Company by way of Special Resolution and subject to such approvals from regulatory and/or statutory authorities as may be required under applicable laws, approved Buyback of fully paid-up Equity Shares of face value of~ 2/- (Rupees Two) each ("Equity Shares"), by way of 'Open Market' purchases in accordance with the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014 to the extent applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, ("Buyback Regulations"}, as amended from time to time at a price not exceeding ~ 875/- (Rupees Eight Hundred Seventy Five only) per Equity Share {"Maximum Buyback Price") for an aggregate amount of not exceeding ~1. 100 crore (Rupees One Thousand One Hundred Crores only} ("Maximum Buyback Size" and such buyback is defined hereafter as "Buyback"). The Maximum Buyback Size does not include transaction costs, namely brokerage, filing fees, advisory fees, intermediaries' fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as buyback tax, securities transaction tax, goods and services tax, stamp duty etc. and other incidental and related expenses ("Transaction Costs"). Subject to the market price of the Equity Shares being equal to or less than the Maximum Buyback Price, the indicative maximum number of Equity Shares bought back would be 1,25,71,428 Equity Shares {"Proposed Buyback Shares"), comprising approximately 1.65% of the total paid-up equity share capital of the Company as of March 2, 2022 (on a standalone basis). The Buyback period shall commence from the date ofthe passing of the special resolution until the last date on which the payment of consideration for the Equity Shares bought back by the Company is made ("Buyback Period").

The Maximum Buyback size constitutes 14.56% and 5.71% of the aggregate of fully paid-up share capital and free reserves as per latest audited standalone and consolidated financial statements of the Company as on March 31, 2021, respectively, which is within the prescribed limit of 15% of the aggregate paid-up share capital and free reserves of the Company as per Regulation 4 of the Buyback Regulations and represents 1.65% of the total issued and paid-up equity share capital of the Company.

Since the Buyback is more than 10% of the total paid-up equity share capital and free reserves of the Company, in terms of Section 68{2)(b) of the Act and Regulation 5 of the Buyback Regulations, It is necessary to obtain the approval of the Members of the Company, for the Buyback, by way of a Special Resolution .

Accordingly, approval of the shareholders is sought by way of a Special resolution at Item No. 5 of this Notice.

Certain figures contained in this Notice have been subject to rounding-off adjustments.

Requisite details relating to the Buyback are given below:

1. Date of the Board meeting at which the proposal for buyback was approved by the Board of

Directors of the company

The proposal for buyback was approved at the Board meeting held on March 2, 2022.

2. The objective of buyback is:

a) To improve return on equity, by reduction in the equity base, thereby leading to long term increase in Shareholders' value; and

b) To give an option to the Shareholders holding Equity Shares of the Company to either {i)

participate and receive cash payments in lieu of Equity Shares to be accepted under the Buyback, or (ii) not participate and enjoy a resultant increase in their percentage shareholdin

Reg istered Office: 3 -1 1, GIDC, Vapi 396 195, Gujarat, India. P [phone] CI N:l 242 19 GJ198SPLC025132