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November 23, 2015

UPL Advanta Merger Scheme


Investor Presentation

Merger

Merger Overview
Appointed
Date

Swap Ratio

Terms of
Preference
Shares

Regulatory
Approvals

The appointed date for merger is April 1, 2015

1 UPL equity share for 1 equity share of Advanta


3 Optionally Convertible Preference Shares (of par value Rs. 10 each) of
UPL for 1 equity share of resident shareholders of Advanta
3 Compulsorily Convertible Preference Shares (of par value Rs. 10 each)
of UPL for 1 equity share of non-resident shareholders of Advanta
Advanta GDR holders holding 1 GDR will be issued 1.06 GDR of UPL

Face Value: Rs. 10


Tenure: 18 months
Rate of Dividend: 5% payable annually
Convertibility Option: Shareholders have the option of converting
Preference Shares any time after issue date
Redemption: Optionally Redeemable Convertible Preference Shares
to be redeemed at par at the end of 18 months

The key approvals required for the proposed Scheme are:


Shareholders / Creditors / Lenders of UPL and Advanta
SEBI and Stock Exchanges
Competition Commission of India / RBI
Jurisdictional High Court of Gujarat
Such other approvals as may be required

UPL Shareholding Pattern


As of November 20, 2015

Promoter
Group

Public
70.2%

29.8%

Fully Diluted Ownership

Promoter
Group

70.2%

29.8%

48.4%
13.0%

Public

Post Merger

Promoter
Group
27.8%

Public
72.2%

38.9%
38.6%

10.5%

50.6%

If Nov. 20, 2015 share holding structure is used as the basis,


77.45 mn new UPL equity shares would have to be issued

Assumptions:

Advanta outstanding FCCBs will be fully converted

Advanta outstanding ESOPs will be fully exercised

Impact on Advanta Shareholders

For e.g. Shareholder A (Resident) holds 157 Equity Shares (face value of Rs. 2 per
share) of Advanta

As per the merger scheme, he will get:

157 Equity Shares (face value of Rs. 2 per share) of UPL

471 Optionally Convertible Preference Shares (face value of Rs. 10 per share) of
UPL

Conversion Ratio - Optionally Convertible Preference Shares is 471 Preference


Shares : 10 Equity Shares

For e.g. Shareholder B (Non-Resident) holds 157 Equity Shares (face value of Rs. 2 per
share) of Advanta

As per the merger scheme, he will get:

157 Equity Shares (face value of Rs. 2 per share) of UPL

471 Compulsorily Convertible Preference Shares (face value of Rs. 10 per share)
of UPL

Conversion Ratio - Compulsorily Convertible Preference Shares is 471


Preference Shares : 10 Equity Shares
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Background

UPL and Advanta A Snapshot


Global Agrochemical Company

Overview

Global crop protection solutions


provider

Products

Fungicides, Herbicides, Insecticides,


Rodenticides, Specialty Chemicals

Transnational Plant Genetics Company

Leading international field crops and


vegetable seed company

Seeds: Sorghum, Sunflower, Corn,


Canola, Mustard, Rice, Wheat,
Nutrifeeds
Vegetable crops

Market
Leadership

11th largest agrochemical company


globally

11th largest seed company globally


World leader in Sorghum
Large South Asian vegetable seeds co.

Operations

28 manufacturing locations in 9
countries across 3 continents
120 patents, 4,600+ registrations

2 biotech and 15 R&D stations


Processing facilities in 5 countries
Strong technology collaborations

Direct presence: 40 countries

Direct presence: 6 countries

Key Brands: Ulala, Starthene, Unizeb


Gold, Devrinol, Lifeline

Key Brands: Advanta, Pacific Seeds,


Alta Seeds, Vereda & Golden Seeds

Marketing and
Distribution

UPL Transformational Growth


FY 2005
Geographical

FY 2015

Primarily Domestic

Organic Growth through

Player

R&D and Product


Branded Formulations

Innovation

Technical Sales

Focus

Amongst Global Top 11

Acquisition of Advanta

Products

Mainly Generics

(2006), Cerexagri (2006),

Patented, Proprietary and


Generics

RiceCo (2010), DVA Agro

Businesses

(2011)

Crop Protection

Crop Solutions and Adjacent


Technologies

Revenue

PAT

Market Cap

(INR mn)

(INR mn)

(INR mn)
189,529

120,905

24,187

1,560

14,163

FY05

11,440

FY15

FY05

FY15

FY05

FY15

Source: Company filings. Market capitalization as of March 31 for respective fiscal years.

Advanta Transformational Growth


Geographical

CY 2006

CY 2014

Asia-Pac (incl.
India), Argentina

11th largest seed company,


globally

Proprietary
germplasm on field
crops

Focus

Products

Businesses

Sorghum, tropical
corn, sunflower

Organic growth- added


presence in EU, NAFTA,
Indonesia, Brazil
Added vegetables crops,
genetically modified seeds
- Corn and Canola, wheat
in Australia

Superior seeds
germplasm, molecular
marker, disease resistant
technology
Significantly enhanced
seeds offering

Regional producer
and seller

Revenue

EBITDA

Market Cap

(INR mn)

(INR mn)

(INR mn)

18,636
2,502
30,104

14,310
509

2,865

CY06

CY14

CY06

CY14

On IPO

CY14

Source: Company filings. Market capitalization as of IPO date (April 19, 2007) and December
9 31, 2014.

Key Financials: UPL and Advanta


UPL
Mar. 31, 2015
(Proforma)
Revenues (Rs. in million)

Advanta
Dec. 31, 2014
(Proforma)

117,395

18,636

EBIDTA %

19.5%

16.1%

Shareholder Funds (Rs. in million)

58,603

10,635

Net Debt (Rs. in million)

23,628

5,364

0.40

0.50

Net Debt Equity Ratio

India seed revenue included in Advanta


Outstanding FCCB's fully converted

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Merger Rationale

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Merger Why now?

Wider geographical
presence

EXPONENTIAL GROWTH

in line with global


trend

Greater financial
bandwidth

Proprietary product
access

Germplasm

Molecular marker and


Disease resistance
technology

newer geographies +
cross selling
opportunities

Talent and international


experience

proprietary access to

Strong R&D

distributors and early


engagement with
farmers

Low-cost entry to markets

Higher customer intimacy

competitive cost
structure
Seeds - future of
agriculture value
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Strategy In-Line with Global Business Models


FY 2014
Agchem

Seeds

89%

FMC

11%

100%

Nufarm

94%

6%

Adama

94%

6%

Dupont

33%

67%

Monsanto

32%

68%

Dow
Bayer
Syngenta

77%
87%
78%

Most crop
protection
players have a
sizeable

21%
13%

presence in
seeds

22%

* UPL figures are for FY ended March 31, 2015

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Value Accretion
1

Increased
Geographical
Reach

Presence Across
Entire Agri-inputs
Value Chain

Sustainable
Growth
4

Greater
Focus

Improved Customer
Access

Growth Accretive
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Presence Across Entire Value Chain

Seeds

Crop Protection Chemicals

Post Harvest

End-to-end presence across entire agri-inputs value chain: seeds to postharvest chemicals

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Increased Geographical Reach

Combined entity brings greater balance to geographic mix

Leverage distribution, brand, penetration

Balanced geographical mix


40 countries
Strong presence in

6 countries
North America
19%

presence (e.g:
Australia, Thailand)

Strong presence in
Asia Pacific

India
20%

Europe and America


Enhanced portfolio/

Europe
15%

Latam
28%

RoW
19%

Increased access to
important countries
(e.g: Brazil,
Americas)

Note: Regional ratios (%) represent combined revenue mix of UPL Limited (Fiscal year 2015) and
Advanta Limited (CY 2014)

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Improved Access Value Convergence


Convergence leading to
sustainable growth

Seeds
Low capital
Higher R&D spend
Long gestation
Proprietary products

Superior technology
differentiation

Technology
Differentiation

Crop Protection
High capital
Lower R&D spend
Short gestation
Generic products

Better customer
access

Customer Intimacy
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Greater Focus
Poised for Exponential Growth

Increased share of innovative


and differentiated products
Sustainable technologies
Enhanced farmer engagement
Focus on Brazil, India, Africa,
China

Continue investment in
breeding and technology
Geographic expansion and
collaborations
Product range enhancement
Gain access to varied
germplasm

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Value Acceleration
Geographical Presence

Leverage channel capabilities

Greater Focus

Top management focus and support

Enhanced coverage in existing


markets

Balance sheet support

Access to newer territories

Lower cost to market

Accelerated
Growth
Customer Access

Product Portfolio

Complete crop solutions

Proprietary product portfolio

Early and direct customer


engagement

Seed coating business

End-to-end solutions encompassing


Seeds, Crop Protection and Post
Harvest

Specialized offerings by seed and crop


protection teams

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Merger Value Equation


Integration of crop protection and
seed
Annual cost savings of ~ USD 14 m

business

will

provide

accelerated growth opportunities


for both the businesses

G&A
~ USD 6 mn
Finance Cost
~ USD 4 mn
C

Tax

~ USD 4 mn

Finance Cost savings of Advanta debt are computed


based on interest rates applicable to UPL debt.

Integrated model successfully tested in India


with crop protection business growing 3.9x and

Savings in taxes are all outside of India.

seed business 2.3x (2015 over 2008)

Sales and marketing teams of crop protection and seed


business are independent

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Next Steps

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Expected Transaction Time Table


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

8 to 9 months

UPL Shareholders and Creditors Meetings


Advanta Shareholders and Creditors Meetings
High Court approval
Other required approvals
Transaction completion

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Advisors
BSR & Associates LLP
Independent
Valuation
Citigroup Global Markets India Private Limited
Fairness
Opinion to UPL

Fairness
Opinion to
Advanta

Kotak Mahindra Capital Company Limited

J. Sagar Associates
Legal Advisor

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Disclaimer
This presentation has been prepared by UPL Limited (the Company) solely for information purposes without any regard to any specific
objectives, financial situations or informational needs of any particular person. This presentation may not be copied, distributed or
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regarding the information disclosed in these materials.
This presentation contains statements that constitute forward-looking statements. These statements include descriptions regarding the
intent, belief or current expectations of the Company or its directors and officers with respect to the results of operations and financial
condition of the Company. These statements can be recognized by the use of words such as expects, plans, will, estimates,
projects, or other words of similar meaning. Such forward-looking statements are not guarantees of future performance and involve risks
and uncertainties, and actual results may differ from those in such forward-looking statements as a result of various factors and assumptions
which the Company believes to be reasonable in light of its operating experience in recent years. The risks and uncertainties relating to these
statements include, but not limited to, risks and uncertainties, regarding fluctuations in earnings, our ability to manage growth, competition,
our ability to manage our international operations, government policies, regulations etc. The Company does not undertake any obligation to
revise or update any forward-looking statement that may be made from time to time by or on behalf of the Company. Given these risks,
uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on these forward-looking statements.
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accuracy, completeness, correctness or fairness of the information, estimates, projections and opinions contained in this presentation.
Potential investors must make their own assessment of the relevance, accuracy and adequacy of the information contained in this
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indicative of future results. Any opinions expressed in this presentation or the contents of this presentation are subject to change without
notice. This presentation should not be construed as legal, tax, investment or other advice.
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This presentation is not a prospectus, a statement in lieu of a prospectus, an offering circular, an advertisement or an offer document under
the Companies Act, 1956, as amended, replaced or reenacted by the Companies Act, 2013, the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law in India.

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Thank You

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