DIRECTORS' REPORT

OPERATIONAL PERFORMANCE

During the first half of FY 2024-25, the crop protection industry continued to face challenges related to excess and higher cost inventory, resulting in some headwinds on revenue and contribution margins. From the second half onwards, the industry experienced some volume-led growth with signs of improvement, along with stability in prices of key crop protection products. Your company recorded fast-paced and consistent growth which can be attributed to higher product usage, driven by rising end-user demand, government initiatives and economic growth. We expect growth driven mainly by volume with increased adoption of smart farming, seed treatment products, phasing out of older chemistries with relatively newer products, growth of newer categories such as biostimulants and biologicals.

Your Company reported consolidated operating revenues of ?46,637 crores for FY 2024-25, reflecting an 8% increase over the previous financial year. EBITDA rose significantly by 47%, reaching ?8,124 crores compared to ?5,515 crores in FY 202324. Contribution margins improved to 39% up by 420 basis points from 34.8% in FY 2023-24, indicating a strong recovery. EBITDA margins also strengthened, rising to 17.4% an increase of 460 basis points from 12.8% in FY 2023-24. The management remains optimistic about achieving profitable growth in FY 202526. Strategic priorities include focus on margin enhancement over volume expansion through improved mix and new product launches, improved cash generation, and continued innovation to drive long-term value creation.

STRATEGIC CORPORATE REALIGNMENT -SPECIALTY CHEMISTRIES

Your Company embarked upon the journey of realignment of businesses with the intent to create self-sustainable pure-play business platforms. During the first phase of realignment, the Company implemented strategic business realignment in FY2022-23 which involved creation of two distinct pure-play platforms viz. (a) Crop Protection Business (domestic) under UPL Sustainable Agri Solutions Limited (“UPL SAS"); and (b) Advanta Seeds Business under Advanta Enterprises Limited (“AEL"). With the successful completion of the first phase of realignment, the Company initiated the balance process in FY 2023-24 to create a pure-play platform for 'Specialty Chemistries'. The shareholders of the Company had approved transfer of the aforesaid undertaking to Superform Chemistries Limited a wholly owned subsidiary of the Company with the objective to establish Specialty Chemistries as a pure-play manufacturing platform. The process for transfer of the said business was completed on December 01, 2024.

PRIVATE EQUITY INVESTMENT IN ADVANTA ENTERPRISES LIMITED

During the year, Alpha Wave Ventures II , LP (“Alpha Wave") invested USD 350 million in AEL, a subsidiary of the Company which is a prominent global seed company that delivers innovative farming solutions and technology to farmers worldwide.

The transaction consisted of a primary investment of USD 100 million and a secondary sale of shares amounting to USD 250 million, wherein the Company divested a portion of its stake in AEL. The transaction was successfully consummated on March 26, 2025. Post completion of the transaction Alpha Wave acquired 12.44% stake in AEL.

This investment marks the second significant commitment by a global investor in AEL, following investment by KKR of USD 300 million in October, 2022.

ISSUE OF EQUITY SHARES ON RIGHTS BASIS

During the year under review, your Company has undertaken a Rights Issue to raise capital. The key details of Rights Issue are as under:

• Issue size: ?3,377.74 crores.

• Entitlement Ratio: 1 Rights Equity Share for every 8 Fully paid-up Equity Shares held by eligible shareholders on the record date.

• Number of Rights Equity Shares allotted:

9,38,25,955 shares.

• Price of Rights Equity Shares: ?360 per Rights Equity Share when fully paid-up, including a premium of ?358 per Rights Equity Share.

• Objects of the Issue: Repayment or pre-payment of certain borrowings of the Company & its subsidiaries and general corporate purpose.

• Payment terms: On application, ?90 (comprising ?0.50 towards paid-up value and ?89.50 towards premium) per Rights Equity Share was paid. The Rights Issue Committee at its meeting held on January 24, 2025, had made the first call of ?90 (comprising ?0.50 towards paid-up value and ?89.50 towards premium) per Rights Equity Share as on the record date of January 30, 2025. Consequently, the Company raised ?180 per partly paid Rights Equity Share (comprising ?1 towards paid-up value and ?179 towards premium). Out of the total partly paid-up shares allotted; the Company has received the first call money on 9,15,49,027 shares as on the date of this report.

The balance money towards the partly paid-up equity shares will be called in one or more tranches as decided by the Board / Rights Issue Committee.

DIVIDEND

As per the Dividend Distribution Policy, dividend payout would have to be determined based on available financial resources, investment requirements and taking into account optimal shareholder return.

Based on the Company's performance and other factors, your Director's have recommended dividend of 300% i.e. ?6 per equity share of face value of ?2 each (on fully paid-up shares and partly paid-up shares in proportion to their share in the paid-up share capital) for the year ended March 31, 2025, which if approved at the ensuing AGM, will be paid to all those equity shareholders of the Company, subject to deduction of income tax at source, whose names appear in the Register of Members and as beneficial owners as per the list furnished for this purpose by National Securities Depository Limited and Central Depository Services (India) Limited. The total dividend pay-out will amount to approx. ?478 crores (including tax). The dividend recommended is in line with the Dividend Distribution Policy of the Company which is available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies. Details of dividend declared by the Company since last 12 years are available on the website of the Company at https:// www.upl-ltd.com/investors/shareholder-center/dividend-history.

FINANCE (a) Deposits

During FY2024-25, the Company did not accept any deposit within the meaning of Chapter V of the Companies Act, 2013 (“the Act"). The requisite return for FY 2024-25 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as of date.

(d) Transfer to Reserves

The Company does not propose to transfer any amount to reserves.

COMMERCIAL PAPERS

The Company has issued Commercial Papers amounting to 71800 crores during FY 2024-25. All the Commercial Papers are listed on National Stock Exchange of India Limited (“NSE"). The Company has not defaulted in repayment of commercial papers.

The Commercial Papers are rated by CRISIL & CARE. The details of ratings are provided in the Corporate Governance Report which forms a part of this report.

The Company on a quarterly basis has filed a certificate signed by the CFO with NSE confirming that the proceeds from the issue were used towards the objects as stated in the offer document.

INVESTOR RELATIONS

The Company remains committed to fostering a relationship of trust and transparency with its investors, bondholders, and broader stakeholder community.

The leadership team dedicates significant time and effort to engage with investors, effectively communicating the Group's strategic direction, growth initiatives, and Environmental, Social, and Governance (“ESG") efforts. These interactions also serve as a platform to address investor queries and concerns in a timely and transparent manner.

All investor engagement events conducted during FY 2024-25 including quarterly earnings calls, analyst meetings, and other investor forums were well-attended and received positively by the investment community.

RESEARCH AND DEVELOPMENT

The Company's ultra-modern Research & Development (“R&D") Centres located in India and in several countries across the globe comprise of Scientists, Engineers and Technologists

(b) Particulars of Loans, Guarantees or Investments

As per the requirements of Section 134(3)(g) of the Act, the details of Loans, Guarantees or Investments are given in the Note nos. 8, 9 and 36 to the standalone financial statements which form a part of this Annual Report.

who are equipped with world-class R&D infrastructure and equipment.

The Company has invested significantly to enhance the R&D infrastructure, importing sophisticated instruments and creating state-of-the-art facilities for enhancing the efficiency of the R&D scientists.

The R.D. Shroff Research and Technology Centre which is a hub for excellence houses one of the most advanced R&D equipment and top-notch scientists. The R&D scientists and chemical engineers are working towards adaption of modern technologies like Miniaturization of Process Reactors, Continuous Flow Reactors, Bioreactors, Automated Fermenters for manufacturing agrochemical products, intermediates, Pheromones, Natural Products, Specialty and Industrial products, Surfactants and Adjuvants.

The R&D scientists work tirelessly towards providing cost-effective, environmentally safe and affordable solutions to the farmers. The scientists develop products and manufacturing processes which are highly sustainable and competitive in terms of application. Abundant care is taken to incorporate aspects of green chemistry while considering atom economy of the processes to reduce the carbon footprint. The scientists have been successful in providing efficient and cost-effective integrated pest management solutions to the customers globally.

Each product and manufacturing process developed is critically evaluated for biohazard, and both physical as well as environmental safety.

The Company has an extraordinary vision and an ambitious plan for enhancing its product pipeline in Specialty and Industrial Chemicals for captive consumption and marketing. The R&D centres are involved in technology scouting, technology adaption and generating inhouse technology for manufacturing Specialty and Industrial Chemicals.

The scientists have developed highly innovative solo and combination products which are ofthe best quality and efficiency. The Company takes extreme precautions to get the products tested in highly competitive Quality Assurance laboratories and Field Research Stations. All agrochemical products are thoroughly scrutinized by GLP laboratories for their bio-efficacy, environmental safety, toxicity profile, container compatibility, shelf-life, residue analysis, physical safety and environmental impact before getting commercialized.

The Company gives very high importance to its Intellectual Property (“IP"). The Company takes care of creating its own IP for innovations in products, processes and trademarks by way of applying for patents globally. A team of educated scientists, lawyers and qualified IP professionals work in tandem to capture inventions during the R&D stage and converting the inventions into IPs, thus safeguarding the Company's interests.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Your Company is committed to building a sustainable future for all stakeholders, prioritizing people and the planet alongside business growth, with CSR initiatives deeply ingrained in its values, driven by the principles of “Open Hearts" and “Always Human."

The Company's holistic approach focuses on creating a more equitable and inclusive society, making a positive impact beyond business operations, through sustainable solutions addressing community needs, collaboration, knowledge transfer, and shared value creation, aligning with United Nations Sustainable Development Goals (“UN SDGs") and national development needs.

The Company is working with a vision to catalyze sustainable transformation and social integration, promoting equality, social inclusion, economic growth, and environmental stewardship, empowering communities to lead dignified lives, enhancing livelihoods, and fostering resilience, embodying the belief that “Nothing is Impossible" and demonstrating a commitment to leaving a lasting, positive legacy for future generations.

These CSR values are shared globally by the Company and its subsidiary companies, impacting approximately 1.75 million lives. For more information, refer to the 'Social Initiatives' section in the annual report and Annexure 1 to the Board's Report.

The CSR policy is available on the website of the Company under Investors section at https://www.upl-ltd.com/investors/ corporate-governance/policies.

ENVIRONMENT AND SUSTAINABILITY

At UPL, our business approach enables us to generate value for our stakeholders while responsibly utilizing natural resources. Our commitment lies in reducing our environmental footprint and amplifying our social contributions by aligning our operations with worldwide sustainability objectives and benchmarks.

We have conducted a double materiality assessment for the first time. Results of this assessment will be reported in our Sustainability Report 2024-25. Double materiality addresses the full spectrum of either and both perspectives, resulting in a holistic lens of what matters to the broader stakeholder of a company.

OCCUPATIONAL HEALTH AND SAFETY

At UPL, the safety and well-being of our employees, contractors, and the communities we serve, are paramount. Our Occupational Health and Safety (“OHS") policy, aligned with ISO 45001:2018 standards, underscores our commitment to achieving 'Zero Harm' across all operations. This policy extends to all permanent and contractual employees, as well as our suppliers worldwide. Our Safety Department remains steadfast in its mission to cultivate a safe and healthy work environment. By embedding safety into our organizational DNA and embracing continuous improvement, we aim to set industry benchmarks and contribute positively to the well-being of our stakeholders and the environment.

Following activities were undertaken during FY 2024-25 for

Health and Safety:-

1. Safety Culture Transformation

Partnership with SWASYA: We continued our collaboration with SWASYA, a professional agency specializing in safety culture transformation. This partnership involved conducting diagnostic studies, including Safety Climate Surveys and Stakeholder Interactions, to benchmark our safety culture against industry peers. Based on the findings, we embarked on a comprehensive Safety Culture Transformation journey to address identified areas of improvement. We are pleased to inform that UPL has achieved significant step up in the cultural ladder in the past 2 years and now stands at 'calculative plus' status. All efforts are led by cross functional teams for next 'proactive' stage.

2. Process Safety Management

• Hazard and Operability Studies (“HAZOP"): We mandated HAZOP studies for all new projects and process modifications to identify potential hazards arising from changes in processes, parameters, equipment design, or equipment changes.

• Preliminary Layer of Protection Analysis (“LOPA"): Conducted preliminary LOPA for all top hazardous processes to assess and mitigate hidden hazards in our manufacturing operations.

• Change Management System: Established a robust digital tool to record, evaluate and manage changes in processes, equipment, or personnel, minimizing potential risks.

• Process Hazard Analysis (“PHA"): Conducted PHAs for all new projects, identifying potential hazards and implementing mitigation strategies before commissioning.

• Pre-Startup Safety Reviews (“PSSR"): Implemented PSSRs to ensure all safety measures are in place prior to initiating operations of new or modified processes.

We have identified all our principal reactions and unit operations based on scientific tools and segregated 'critical operations'. Bow Ties are prepared for such operations and all the barriers are audited in systemic and timely manner for its functioning.

3. Emergency Preparedness and Response:

• Emergency Response Teams (''ERTs"): We have established ERTs at all sites, trained by accredited third party agencies, to handle emergencies and trained First Aiders for medical procedures. Trained firefighting teams are also available round the clock at all manufacturing units to manage specific material-related fire emergencies.

• Drills and Simulations: Organized quarterly emergency response drills, including fire, chemical spill, and evacuation scenarios, to test and improve our preparedness.

• Community Engagement: Collaborated with local emergency services and community leaders to develop coordinated response plans and enhance mutual understanding.

Every year we conduct a centralised ERT competition for all our site ERT personnel which is best in class of exercise. Our ERT team enjoy's the reputation of being best in the geographical zones supporting response to authorities, DMPC and nearby industries.

4. Safety Training and Awareness

• Daily Safety Briefings: Each operating shift commences with a 10-minute safety discussion aimed at enhancing process integrity, reinforcing safety awareness and encourages proactive hazard identification.

• Behavioural Safety Programs: Launched initiatives focused on behavioural safety to foster a proactive safety mindset among employees.

• Rewards & Recognition Program: R&R programs are regularly held to empower employees and contractors to recognize their achievements towards predefined safety goals, fostering a culture of safety and motivation.

5. Incident Reporting , Analysis and close out actions:

Near-Miss Reporting: Enhanced our incident reporting system to facilitate timely reporting, analysis, and corrective actions for near-misses and incidents, enabling proactive risk mitigation. Implemented advanced safety management software to enhance data analytics, realtime monitoring, and decision-making capabilities. All the incidents are classified, actioned upon and Corrective and preventive actions (“CAPA") are taken as necessary. We have a robust system of reviewing LFI (learning from incidents) which we share for our internal incidents and external incidents.

Achievements

• Zero Fatalities: Maintained a record of zero fatalities across all operations.

• Lost Time Injury Frequency Rate ("LTIFR"): Achieved an LTIFR of 0.29 per one million-person hours worked, which was a 28% reduction versus previous year reflecting our commitment to continuous improvement in safety performance.

Total Quality Management

At UPL, Total Quality Management (“TQM") is a cultural transformation journey focused on building robust systems and fostering continuous improvement through active employee engagement at all levels. Our TQM framework encompasses key workstreams such as Daily Work Management (“DWM"), Kaizen, Quality Control Circles (“QCC"), Autonomous Maintenance, 5S, and the Zero Leak Program. These initiatives empower teams to proactively identify inefficiencies, enhance equipment reliability, improve workplace organization, and strengthen overall operational performance.

PREVENTION OF SEXUAL HARASSMENT ("POSH") AT WORKPLACE

The Company is committed in creating and maintaining a secure and safe work environment that enables its employees, agents, vendors and partners to work free from unwelcome, offensive and discriminatory sexual behaviour without fear of prejudice, gender bias and sexual harassment. We recognize the consequences of sexual harassment, which can subject individuals to fear, stress and anxiety. To deal with sexual harassment at workplace, the Company has implemented a gender-neutral policy - Policy on Prevention and Redressal of Sexual Harassment at Workplace (“Policy").

The Policy applies to all those employed and associated with UPL and its subsidiaries irrespective of whether they are regular, temporary, ad hoc or daily wage basis employees. The Policy also covers all contract workers, consultants, retainers, probationers, trainees, and apprentices or called by any other such name engaged by us whether the terms of their employment are expressed or implied.

A knowledgeable and experienced Internal Complaints Committee (“ICC") comprising mainly of women and an unbiased and veteran third party is currently functional at each manufacturing and corporate office to ensure strict adherence to this policy and keep the workplace free from biases and prejudices and to attend and redress complaints that arise under this Policy. The posters with updated names of such ICC members are pasted at common locations of each Office/Site (i.e. Canteen, Main Gate, HR Office) with contact details. The ICC has received one formal complaint during FY 2024-25 and the same was duly resolved.

All employees are mandated to attend a training program on Prevention of Workplace Harassment as part of the awareness session and confirm their adherence to the rules as mentioned on Company's website. During FY 2024-25, quarterly reviews along with refresher POSH workshops were conducted for all ICC members by external members.

INTERNAL CONTROL SYSTEMS

The Company has an adequate internal control system in place that is appropriate for the size and complexity of its operations. The Company has adopted policies and procedures that guide day-to-day activities across all major functions. These controls are designed to give reasonable assurance on:

• Accuracy and completeness of the financial records.

• Compliance with applicable laws and regulations.

• Effectiveness and efficiency of business operations.

• Prevention and detection of fraud and errors.

• Safeguarding of Company assets from unauthorized use or losses.

Your company's Corporate Governance Policies and Code of Conduct provide a strong foundation for transparency, accountability, and ethical decision-making. By clearly defining roles, responsibilities, and authorities, these policies ensure effective governance and oversight. Wide communication of these policies across the organization promotes a culture of compliance and integrity. This framework supports informed

decision-making, protects stakeholders' interests, and upholds the company's reputation.

Your company demonstrates a strong commitment to financial governance and internal controls. The use of SAP ERP systems with built-in transactional controls ensures proper segregation of duties, approval mechanisms, and record-keeping. Regular reviews by management and the Audit Committee, along with internal audits, helps maintain a robust control environment. The Company's adherence to the Committee of Sponsoring Organisation of the Treadway Commission (“COSO") framework and assessment of internal financial controls in line with Indian regulatory guidelines further underscores its dedication to transparency and accountability. The absence of reportable material weaknesses or significant deficiencies is a positive indicator of the effectiveness of these controls.

INTERNAL AUDIT

The Company has an in-house internal audit team consisting of qualified professionals. This team prepares an annual audit plan based on risk assessment and regularly reviews financial, operational and compliance controls. The Company also engages reputed third-party firms to support and complement the in-house team's work. Audit findings are shared with the management and corrective actions are taken as needed. The Audit Committee of the Board closely monitors the internal audit activities. It meets at least four times a year to review audit plans, key findings and the status of follow-up actions. Internal Audit function plays an important role in giving the management and the Audit Committee an independent view of the internal control systems and effectiveness of the risk management processes and the status of compliances with operating systems, internal policies and regulatory requirements across the company and its subsidiaries.

The Company has also implemented a Risk and Control Framework that includes controls at the overall Company level, process level and IT level. These controls are built into the core business processes and are reviewed and tested periodically. During the year, internal controls were reviewed and tested and no significant weaknesses were found in their design or operation.

RISK MANAGEMENT FRAMEWORK

In the current dynamic business environment, where organizations face multiple uncertainties simultaneously, it gets critical for us to stay vigilant about key enterprise-wide risks that may impact our strategic business objectives and respond to them in a proactive manner. At UPL, our risk enabled performance management framework facilitates identification of potential risks before they occur in order to minimise the down-side of risks and harness the opportunities. To achieve above stated objective, your Company has developed and implemented Risk-enabled performance Management ("ERM") framework, benchmarked with leading international risk management standards such as ISO 31000, COSO.

ERM framework facilitates structured approach to identify enterprise-wide risks that may impact the organization's strategic business objectives. While achievement of strategic objectives is the key driver, our values, culture, obligation

and commitment to employees, customers, investors, regulatory bodies, partners and the community around us are the foundation on which our ERM framework is developed. Systematic and proactive identification of risks and mitigation thereof enables effective risk enabled decision-making and propels the performance of the organization forward.

UPL's ERM Framework defines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance and oversight. The Company has also instituted a dedicated Central Risk Management team and is developing a formal network of risk champions across businesses and functions to strengthen the risk-aware corporate culture and always ensure availability of risk management focused competency within the organization. The Company has developed and implemented a multi-tier risk identification approach to identify and mitigate macro, strategic and external risks emanating from business strategies. It provides guidance to the business for identifying, assessing, prioritizing, responding, monitoring and reporting any risk or potential threat to these objectives in a consistent manner. The risk management framework encourages businesses to identify relevant risks and opportunities in line with the defined shortterm and long-term strategic business plans.

Your Company identifies risks including emerging risks in various categories, such as strategic, external and preventable risks. It also monitors the health of risks in a proactive manner that provide early warning indicators to the relevant stakeholders. The Company takes cognizance of risks faced by key stakeholders and their cumulative impact while framing its risk responses. The Risk Register is revisited periodically by appropriate stakeholders to ensure that the overall approach to risk management is dynamic, including assessment of mitigation plans to enhance the overall assurance to the management and the Board. This further provides an assurance on the review of risk profile at an acceptable level in a rapidly changing environment. The Board has the overall responsibility of maintaining sound and effective risk management. It ensures that an ERM Policy and framework is in place and shall maintain an oversight to ensure it is implemented across the Company in an effective manner, while the Global and Regional Risk Management Committee sets the tone and culture towards effective risk management across the Group.

Pursuant to Regulation 21 of the SEBI Listing Regulations, a Risk Management Committee, comprising of Dr. Vasant Gandhi, Chairman-Independent Director, Mr. S.K. Mohanty, Independent Director (effective from June 01,2025), Mr. Raj Tiwari, Whole-time Director, Mr. Anand Vora, Chief Financial Officer (upto May 31, 2025) and Mr. Bikash Prasad, Group Chief Financial Officer (effective from June 01, 2025) has been formulated and institutionalized. The Risk Management Committee conducts integrated risks and performance reviews along with the Senior Executives engaged in different functions. The Committee reviews identified risks and the effectiveness of the developed mitigation plan to provide feedback and guidance on emerging risks. The Committee also facilitates provision of adequate resources for business to effectively mitigate critical risks and ensure business value is protected and always enhanced. The Committee also maintains a continuous oversight to ensure that the risk management framework is effectively integrated on the website at https://www.upl-ltd.com/investors/corporate-governance/policies.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company has several subsidiary and associate companies spread across the globe. Crop protection product companies need local registrations to enable them to sell their products in different countries in the world. These registrations are granted by the local government body of each country to a local entity established in that country.

As on March 31, 2025, there were 225 subsidiaries / associates / joint ventures across the globe. Most of these subsidiary and associate companies are marketing arms and their main activity is confined to marketing by servicing local market with greater efficiency and ensuring timely availability of different products of the Company. Some other entities are holding companies which hold investments in other group entities.

The details of essential parameters of each subsidiary / associate company / joint venture such as share capital, assets, liabilities, turnover, profits before and after tax are given separately under the Statement of AOC-1 Form forming part of the Annual Report. Subsidiary Financials are available on Company's website at https://www.upl-ltd.com/investors/shareholder-center/ subsidiary-financials.

RELATED PARTY TRANSACTIONS

The Company has in place a robust process for approval of Related Party Transactions (''RPTs") and Dealing with Related Parties. The Company demonstrates a structured approach to manage RPTs. Transparency and oversight is ensured by providing detailed justifications to the Audit Committee and adhering to regulatory requirements (SEBI Master Circulars, Industry Standards note and Listing Regulations).

The quarterly review/monitoring of RPTs by the Audit Committee adds an extra layer of governance, aligning with Section 177 of the Act. This process likely helps mitigate potential conflicts of interest and ensures that RPTs are conducted fairly and in the best interests of the Company and its stakeholders. The Audit Committee consists of only Non-Executive Directors. It reviews RPTs from the point of view of the business need, arm's length pricing and major commercial terms. The Company engages a Big Four accounting firm or other reputed agency to review the inter-company transfer pricing arrangement with respect to all international related party transactions, from the standpoint of transfer pricing regulations under the Tax laws for determining arm's length pricing. Similar exercise is also carried out for domestic RPTs.

All contracts/ arrangements/ transactions entered by the Company with the related parties were in the ordinary course of business and on an arm's length basis. In accordance with the provisions of Section 134(3)(h) of the Act, the particulars of such RPTs as required under Section 188(1) of the Act are disclosed in Form AOC-2, which forms part of this Report and is annexed hereto as Annexure 2.

The policy on RPTs as approved by the Board is available on the website of the Company at https://www.upl-ltd.com/investors/ corporate-governance/policies.

The Company at the Extraordinary General Meeting held on March 31,2025 obtained approval ofthe Members for continuing / undertaking RPTs which may exceed the materiality threshold, and which are in the ordinary course of business and on arms' length. Detailed disclosures in accordance with the Industry Standard Note on RPTs were provided to the shareholders as a part of the notice of the shareholders meeting.

Detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements. Disclosure on RPTs on half year basis are also submitted to the stock exchanges.

INSURANCE

All the properties and operations of the Company, have been adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts which impact the Company's ability to continue as a going concern.

In accordance with the requirements of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have recommended and approved the appointment of M/s. N. L. Bhatia & Associates as the Secretarial Auditors of the Company for a period of five consecutive financial years from FY 2025-26 till FY 2029-30 to conduct the Secretarial Audit for the company, subject to the approval of shareholders.

A brief profile ofthe firm including remuneration proposed to be paid is included in the Notice of the AGM.

The firm has provided their consent to act as Secretarial Auditors and confirmed their eligibility for the said appointment in accordance with applicable provisions of the Act and rules made thereunder.

Furthermore, M/s. N.L Bhatia & Associates has affirmed that they have undergone the peer review process conducted by the Institute of Company Secretaries of India (“ICSI") and hold a valid Peer Review Certificate issued by the Peer Review Board of ICSI, thereby ensuring adherence to the highest standards of professional practice and governance.

During the year, there were no instances of any fraud committed by the Company its Officers or Employees reported by any of the aforementioned auditors to the Audit Committee or the Board under Section 143(12) of the Act.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

As on March 31, 2025, the Company has Ten Directors of which Nine are Non-Executive Directors. The Company has Six Independent Directors (including Three Independent Woman Directors).

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Raj Tiwari (DIN: 09772257), Whole-time Director of the Company, retires by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment. An ordinary resolution in this regard has been proposed for approval of the members which forms part of the AGM Notice.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meetings during the FY 2024-25 had inter alia considered and approved the following appointments:

a. Ms. M.V. Bhanumati (DIN: 10172983) as a Non-Executive, Independent Director to hold office for a term of five consecutive years from February 1, 2025 upto and including January 31, 2030;

b. Mr. S.K. Mohanty (DIN: 06690879) as a Non-Executive, Independent Director to hold office for a term of five consecutive years from March 6, 2025 upto and including March 5, 2030.

The shareholders at their Extra Ordinary General Meeting held on March 31, 2025 have approved the aforesaid appointments.

Mr. Hardeep Singh (DIN: 00088096) ceased to be an Independent Director of the Company from the close of business hours on February 1,2025. Throughout his tenure, his strategic vision and unwavering commitment had significantly strengthened the governance framework of the Company and its subsidiaries. Recognizing his wealth of experience and invaluable contributions, the Board of Directors at their meeting held on January 31, 2025 approved his appointment as a NonExecutive Director with effect from February 2, 2025 which was approved by the shareholders at their meeting held on March 31, 2025.

Mr. Carlos Pellicer (DIN: 09775747) stepped down as the NonExecutive, Non-Independent Director of the Company with effect from January 31, 2025. The Board of Directors places on record its appreciation for the services rendered by Mr. Carlos Pellicer for his steadfast dedication to UPL group.

Independent Directors meet the required criteria of independence, as per the Act and SEBI Listing Regulations. The declarations from the Independent Directors and the Board's opinion on their integrity, expertise, and experience instil confidence in their ability to fulfil their duties. Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (“IICA").

Mr. Suresh Kumar (DIN: 00512630) has been designated as the Lead Independent Director of the Company effective from February 2, 2025 post completion of the tenure of Mr. Hardeep Singh.

Key Managerial Personnel

Following have been designated as the Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015:

1. Mr. Raj Tiwari - Whole-time Director

2. Mr. Anand Vora - Chief Financial Officer (upto May 31, 2025)

3. Mr. Bikash Prasad - Group Chief Financial Officer (from June 1, 2025)

4. Mr. Sandeep Deshmukh - Company Secretary and Compliance Officer

EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the evaluation process for performance of the Board, its various Committees, Individual Directors and the Chairman of the Board and respective Committees was carried out during the year.

Each Director was provided a questionnaire to be filled up providing feedback on the overall functioning of the Board, its committees, contribution of individual Directors and the Chairman. The questionnaire covered various parameters such as structure of the Board/Committees, board meeting practices, overall board effectiveness, attendance/ participation of directors in the meetings, etc. The Directors were also asked to provide their suggestions for areas of improvement to ensure higher degree of engagement with the management. All the Directors were satisfied with the effectiveness of evaluation carried out during the year.

The Independent Directors during the year completed evaluation of the entire Board including the Chairman. The Independent Directors expressed satisfaction on overall functioning of the Board, various committees as well as all the Directors of the Company. They appreciated the knowledge and expertise of the Chairperson and Group CEO and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of corporate values and culture of the Company.

The Board also discussed the report of performance evaluation and its outcome.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board has 8 (Eight) committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, Sustainability Committee, Finance and Operations Committee and Rights Issue Committee. All the recommendations made by the Committees including the Audit Committee were accepted by the Board.

The Board met 7 (Seven) times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on the Board, selective Committees, its composition, terms of reference of various Board Committees, number of Board and Committee meetings held and attendance of the Directors at each meeting is provided in the Report on Corporate Governance.

MEETING OF INDEPENDENT DIRECTORS

Meetings of the Independent Directors are conducted without management presence where they discuss matters, raise concerns, and provide unbiased oversight, ultimately contributing to better governance and decision-making.

This process promotes accountability, transparency, and continuous improvement in governance practices. For the year under review, one meeting of the Independent Directors was held which was attended by all the Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS

The Company prioritizes Director onboarding and development through familiarization opportunities with the Company, management, and operations, access to relevant documents for better understanding, formal letter of appointment outlining roles, responsibilities, and terms for Independent Directors and interactions with business and functional heads, allowing Independent Directors to provide strategic and operational insights. This approach enables Directors, especially Independent Directors, to contribute effectively to the Company's governance and decision-making processes.

The Company ensures a comprehensive onboarding process for new Non-Executive Directors, covering operational overview, Company values and commitments, organizational structure, committee constitution, board procedures and Risk management strategies.

Strategic presentations and interactions with Senior Management enable Directors to stay informed and engaged, fostering effective governance and decision-making. This structured approach supports Directors in understanding the Company's business and contributing to its success.

The Company provides comprehensive familiarization programs for its Directors at its Board and Committee Meetings covering strategic investments, regulatory updates, industry outlook, business strategy, governance and compliance topics (Companies Act, Listing Regulations, etc.) and Risk management (frontier risks, business entity risks, etc.).

These programs ensure Directors stay informed and equipped to oversee the Company's operations and strategy effectively. This structured approach supports informed decision-making and good governance practices.

Details pertaining to the Familiarisation programme are available on the website of the Company under Investors section at https://www.upl-ltd.com/investors/corporate-governance/ policies.

NOMINATION AND REMUNERATION POLICY

The Board based on the recommendation of the Nomination and Remuneration Committee framed and adopted the Nomination and Remuneration Policy for selection, appointment and removal of Directors, Senior Management, Key Managerial Personnel (“KMP") including their remuneration. The Chairman of the Board and other Directors form the policies and ensure their implementation in the best interests of the Company.

The Committee plays an important role in selection of Directors, Senior Management and KMP inter-alia including determination of qualifications, experience, expertise, and board diversity.

Remuneration to Non-Executive Directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. The said commission is restricted to 1% of the net profits of the Company. All the Independent Directors are paid commission on uniform basis.

The remuneration to a Whole-time Director/Executive Directors is broadly divided into fixed and variable components. The fixed components comprise of monthly salary, allowances, perquisites, and other retirement benefits. The variable component comprises of performance based bonus. The remuneration payable to them is subject to approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company.

For senior management, the remuneration is based on their performance, Company's performance, individual targets achieved, industry benchmark and compensation trends. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits.

The Nomination and Remuneration Policy and Executive Compensation Philosophy policy are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/policies.

HUMAN RESOURCES

The Company is committed to achieving global excellence across all areas of its operations, with a strong belief that its employees are the cornerstone of this ambition. Our HR strategy is focused on fostering an engaged workforce and cultivating inspirational leadership that consistently drives this vision forward.

Key initiatives undertaken for Employees and Employees Wellness are as under:

• Advanced Leadership Development Program - Designed for emerging future leaders.

• Executive Coaching - Tailored support for high-potential employees.

• 'Stand Tall' Program - Focused development for high-potential women leaders.

• Summit Academy - Capability-building in Supply Chain Management.

• UPLift Programs - Leadership journeys for Leaders, Managers, and First-time Managers.

• NextGen Program - University Relations initiative for Associate development.

• Sales Excellence Programs - Includes structured sales training and coaching.

• Employee Assistance Program - In partnership with workplace solutions, supporting employee wellbeing.

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4 to this Report.

Particulars of employee remuneration as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of Section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 5 to this Report.

INDUSTRIAL RELATIONS

Employee and Industrial Relations remain a strategic pillar across all manufacturing units of UPL Group. The Company continues to adopt a proactive and employee-centric approach aimed at fostering an engaged, innovative, and competitive workforce. This ecosystem is steadily strengthening, maintaining a balanced focus on stakeholders, technology, community, employee participation, economics, and the labour environment.

During the year, several initiatives were implemented to enhance employee engagement. One such initiative, Utkarsh, focused on workforce development and competency integration into daily operations, covering approximately 85% of shop floor employees. The Rewards & Recognition framework, encompassing over 70% of the workforce, was designed to promote a positive and productive work environment. Key recognition areas included Manufacturing Excellence, Safety Excellence, Cultural Transformation, Spot Recognitions, and Unit-Specific Achievements. To maintain agility at the shop floor level, various developmental and mandatory programs were conducted. These included TQM initiatives, safety drives, and behavioral grooming sessions, all of which were effectively implemented across units.

Participatory councils and committees such as the Safety Committee, Environmental Social Governance Committee, Canteen Committee, Cultural Committee, and Sports Committee played a vital role in cultivating a positive work culture. These bodies foster a sense of togetherness and entrepreneurial spirit, preparing the workforce for future challenges.

Digital transformation initiatives were also introduced to enhance operational efficiency and ease of work for shop floor associates. These included an advanced digital payroll system, an integrated Contract Labor Management System (from punching to billing), self-paced learning modules, a training portal, and the Legatrix system for real-time labor law compliance. The councils and committees at the shop floor level are instrumental in driving improvements in efficiency, cost management, safety, productivity, and overall associate well-being. Each unit has established dedicated counters offering diet food, medical counseling, weekly yoga sessions, and sports activities, all contributing to an improved “Employee

Health Index" monitored by the Occupational Health Centers. The Company emphasizes transparent communication through mass town halls, skip-level meetings, employee engagement surveys, and structured concern resolution systems—reinforcing the belief that employees are the Company's most valuable asset.

The industrial relations climate across all units continues to set a benchmark within the region's industrial parks. Sustained efforts to build a progressive work culture have resulted in enhanced productivity and a healthy work environment throughout FY 2024-25.

CERTIFICATIONS/RE-CERTIFICATIONS

The Company's dedication to excellence in quality, safety, and environmental responsibility is reflected through the following initiatives:-

1. ISO Certifications - A majority of UPL's manufacturing plants are certified under globally recognized standards, including ISO 9001 for Quality Management and ISO 14001 for Environmental Management.

2. Integrated Management System (IMS) - A unified IMS framework has been implemented across all plants, ensuring consistent and efficient management of quality, environmental and safety practices.

3. Leadership Oversight - Senior management regularly reviews and drives continuous improvement in Safety, Occupational Health, and Environment (SOH&E) performance, reinforcing a culture of accountability and operational excellence.

These initiatives demonstrate Company's strong commitment to operational excellence, sustainability, and meaningful stakeholder engagement.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act the Directors confirm that:

a) In the preparation of the annual financial statements for the year ended March 31,2025, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently, and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with

Rule 12(1) of the Companies (Management and Administration)

Rules, 2014, a copy of the Annual Return is placed on the website

of the Company and can be accessed at https://www.upl-ltd.

com/investors/financial-results-and-reports/annual-reports.

OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

3. There is no application admitted or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2024-25.

4. There was no instance of one-time settlement with any Bank or Financial Institution.

5. There was no revision of financial statements and Board's Report of the Company during the year under review.