UPL is proposing to merge with Advanta through a share swap arrangement. Key details include: - The appointed date for the merger is April 1, 2015. - UPL will issue new shares to Advanta shareholders at a 1:1 swap ratio for equity shares. Preference shares will also be issued to resident and non-resident shareholders. - The merger requires various regulatory approvals and will provide benefits like increased geographical reach, improved access to customers, and opportunities for accelerated growth. - Financial projections estimate annual cost savings of approximately $14 million through integration.

1. November 23, 2015
UPL – Advanta Merger Scheme
Investor Presentation

2. 2
Merger

3. Merger Overview
3
Appointed
Date
Swap Ratio
Terms of
Preference
Shares
• 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
Regulatory
Approvals
• 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

4. UPL Shareholding Pattern
Promoter
Group
29.8% 70.2%
48.4%
13.0%
Public
As of November 20, 2015
If Nov. 20, 2015 share holding structure is used as the basis,
77.45 mn new UPL equity shares would have to be issued
If Nov. 20, 2015 share holding structure is used as the basis,
77.45 mn new UPL equity shares would have to be issued
Fully Diluted Ownership Post Merger
Promoter
Group
29.8% 70.2%
38.9%
10.5%
Public
Promoter
Group
27.8% 72.2%
Public
Assumptions:
• Advanta outstanding FCCB’s will be fully converted
• Advanta outstanding ESOP’s will be fully exercised
4
38.6% 50.6%

5. Impact on Advanta Shareholders
5
• 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

6. 6
Background

7. UPL and Advanta – A Snapshot
Global Agrochemical Company Transnational Plant Genetics Company
• Global crop protection solutions
providerOverview
Products
Market
Leadership
Operations
Marketing and
Distribution
• Leading international field crops and
vegetable seed company
• Fungicides, Herbicides, Insecticides,
Rodenticides, Specialty Chemicals
• 11th largest agrochemical company
globally
• 28 manufacturing locations in 9
countries across 3 continents
• 120 patents, 4,600+ registrations
• Direct presence: 40 countries
• Key Brands: Ulala, Starthene, Unizeb
Gold, Devrinol, Lifeline
• Seeds: Sorghum, Sunflower, Corn,
Canola, Mustard, Rice, Wheat,
Nutrifeeds
• Vegetable crops
• Direct presence: 6 countries
• Key Brands: Advanta, Pacific Seeds,
Alta Seeds, Vereda & Golden Seeds
• 11th largest seed company globally
• World leader in Sorghum
• Large South Asian vegetable seeds co.
• 2 biotech and 15 R&D stations
• Processing facilities in 5 countries
• Strong technology collaborations
7

8. UPL – Transformational Growth
FY 2005 FY 2015
Geographical
Focus
Products
Businesses
• Primarily Domestic
Player
• Technical Sales
• Mainly Generics
• Crop Protection
• Amongst Global Top 11
• Branded Formulations
• Patented, Proprietary and
Generics
• Crop Solutions and Adjacent
Technologies
Revenue
(INR mn)
PAT
(INR mn)
Market Cap
(INR mn)
• Organic Growth through
R&D and Product
Innovation
• Acquisition of Advanta
(2006), Cerexagri (2006),
RiceCo (2010), DVA Agro
(2011)
8
24,187
189,529
FY05 FY15
1,560
11,440
FY05 FY15
14,163
120,905
FY05 FY15
Source: Company filings. Market capitalization as of March 31 for respective fiscal years.

9. 9
Advanta – Transformational Growth
CY 2006 CY 2014
Geographical
Focus
Products
Businesses
• Asia-Pac (incl.
India), Argentina
• Proprietary
germplasm on field
crops
• Sorghum, tropical
corn, sunflower
• Regional producer
and seller
• 11th largest seed company,
globally
• Superior seeds –
germplasm, molecular
marker, disease resistant
technology
• Significantly enhanced
seeds offering
Revenue
(INR mn)
EBITDA
(INR mn)
Market Cap
(INR mn)
• Organic growth- added
presence in EU, NAFTA,
Indonesia, Brazil
• Added vegetables crops,
genetically modified seeds
- Corn and Canola, wheat
in Australia
9
Source: Company filings. Market capitalization as of IPO date (April 19, 2007) and December 31, 2014.
509
2,502
CY06 CY14
2,865
18,636
CY06 CY14
14,310
30,104
On IPO CY14

10. Key Financials: UPL and Advanta
10
UPL
Mar. 31, 2015
(Proforma)
Advanta
Dec. 31, 2014
(Proforma)
Revenues (Rs. in million)¹ 117,395 18,636
EBIDTA % 19.5% 16.1%
Shareholder Funds (Rs. in million)² 58,603 10,635
Net Debt (Rs. in million)² 23,628 5,364
Net Debt Equity Ratio 0.40 0.50
¹ India seed revenue included in Advanta
² Outstanding FCCB's fully converted

11. Merger Rationale
11

12. Merger – Why now?
12
EXPONENTIAL GROWTH
• in line with global
trend
• newer geographies +
cross selling
opportunities
• proprietary access to
distributors and early
engagement with
farmers
• competitive cost
structure
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
Proprietary product
access
• Germplasm
• Molecular marker and
Disease resistance
technology
Strong R&DStrong R&D
Higher customer intimacyHigher customer intimacy
Greater financial
bandwidth
Greater financial
bandwidth
Talent and international
experience
Talent and international
experience
Low-cost entry to marketsLow-cost entry to markets
Wider geographical
presence
Wider geographical
presence
Seeds - future of
agriculture value
Seeds - future of
agriculture value

13. 78%
87%
77%
32%
33%
94%
94%
100%
89%
22%
13%
21%
68%
67%
6%
6%
11%
Syngenta
Bayer
Dow
Monsanto
Dupont
Adama
Nufarm
FMC
13
Strategy In-Line with Global Business Models
* UPL figures are for FY ended March 31, 2015
FY 2014
Most crop
protection
players have a
sizeable
presence in
seeds
Most crop
protection
players have a
sizeable
presence in
seeds
Agchem Seeds

14. 14
Presence Across
Entire Agri-inputs
Value Chain
Increased
Geographical
Reach
Improved Customer
Access
Greater
Focus
Growth AccretiveGrowth Accretive
Sustainable
Growth
Value Accretion
1
2
4 3

15. Presence Across Entire Value Chain
• End-to-end presence across entire agri-inputs value chain: seeds to post-
harvest chemicals
15
1
Seeds + Crop Protection Chemicals Post Harvest

16. Increased Geographical Reach
• 6 countries
• Strong presence in
Asia Pacific
• Increased access to
important countries
(e.g: Brazil,
Americas)
• Combined entity brings greater balance to geographic mix
• Leverage distribution, brand, penetration
• 40 countries
• Strong presence in
Europe and America
• Enhanced portfolio/
presence (e.g:
Australia, Thailand)
North America
19%
Latam
28%
Europe
15%
India
20%
RoW
19%
16
2
Note: Regional ratios (%) represent combined revenue mix of UPL Limited (Fiscal year 2015) and
Advanta Limited (CY 2014)
Balanced geographical mix

17. 17
Customer Intimacy
Technology
Differentiation
Seeds
• Low capital
• Higher R&D spend
• Long gestation
• Proprietary products
Seeds
• Low capital
• Higher R&D spend
• Long gestation
• Proprietary products
Superior technology
differentiation
Superior technology
differentiation
Better customer
access
Better customer
access
Crop Protection
• High capital
• Lower R&D spend
• Short gestation
• Generic products
Crop Protection
• High capital
• Lower R&D spend
• Short gestation
• Generic products
++
Convergence leading to
sustainable growth
Improved Access – Value Convergence3

18. • Continue investment in
breeding and technology
• Geographic expansion and
collaborations
• Product range enhancement
• Gain access to varied
germplasm
• Increased share of innovative
and differentiated products
• Sustainable technologies
• Enhanced farmer engagement
• Focus on Brazil, India, Africa,
China
18
Poised for Exponential GrowthPoised for Exponential Growth
Greater Focus4

19. • Proprietary product portfolio
• Seed coating business
• End-to-end solutions encompassing
Seeds, Crop Protection and Post
Harvest
• Top management focus and support
• Balance sheet support
• Lower cost to market
Greater Focus
• Complete crop solutions
• Early and direct customer
engagement
• Specialized offerings by seed and crop
protection teams
Customer Access
• Leverage channel capabilities
• Enhanced coverage in existing
markets
• Access to newer territories
Geographical Presence
19
Value Acceleration
Product Portfolio
Accelerated
Growth
Accelerated
Growth

20. 20
C
G&A
~ USD 6 mn
Finance Cost ¹
~ USD 4 mn
Tax 2
~ USD 4 mn
Annual cost savings of ~ USD 14 m
Integration of crop protection and
seed business will provide
accelerated growth opportunities
for both the businesses
Merger Value Equation
Integrated model¹ successfully tested in India
with crop protection business growing 3.9x and
seed business 2.3x (2015 over 2008)
¹ Sales and marketing teams of crop protection and seed
business are independent
¹ Finance Cost savings of Advanta debt are computed
based on interest rates applicable to UPL debt.
2 Savings in taxes are all outside of India.

21. Next Steps
21

22. Expected Transaction Time Table
Event Timeline
Approval by Boards of both companies and announcement
8 to 9 months
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
22

23. Advisors
Independent
Valuation
• BSR & Associates LLP
Fairness
Opinion to UPL
• Citigroup Global Markets India Private Limited
Fairness
Opinion to
Advanta
• Kotak Mahindra Capital Company Limited
Legal Advisor
• J. Sagar Associates
23

24. 24
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.
No representation, warranty, guarantee or undertaking, express or implied, is or will be made as to, and no reliance should be placed on, the
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
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None of the Company, any placement agent, promoters or any other persons that may participate in the offering of any securities of the
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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.

25. Thank You
25