UPL board approves buy back of shares through open market purchase

Approved the proposal to buy-back fully paid-up equity shares for an aggregate amount not exceeding Rs 1,100 crore

The Board of Directors of UPL Limited (Board) at their meeting held on 2ndMarch, 2022 has approved the proposal to buy-back fully paid-up equity shares of face value of Rs 2/- each from the equity shareholders of the company (other than the promoters, the promoters group and persons in control of the Company), for an aggregate amount not exceeding Rs 1,100 crore (Maximum Buyback Size) being 14.56% and 5.71% of its total paid-up share capital and free reserves as on 31st March, 2021 (on a standalone and consolidated basis, respectively), which is less than 15% 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 31st March, 2021, for a price not exceeding ₹ 875 per equity share through the open market route through the stock exchanges where the equity shares of the company are listed

The Maximum Buyback Size does not include any brokerage, applicable taxes such as Buyback tax, securities transaction tax, GST, stamp duty, expenses incurred or to be incurred for the Buy-back like filing fees payable to the Securities and Exchange Board of India (SEBI), advisors/legal fees, intermediaries' fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses, etc.

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 paid-up share capital of the Company as of 2nd March, 2022 (on a standalone basis). If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the Proposed Buyback Shares, but will always be subject to the Maximum Buyback Size. The Company shall utilise at least 50% of the amount earmarked as the Maximum Buyback Size for the Buyback i.e. ₹ 550 crores (Rupees Five Hundred Fifty Crores only) ("Minimum Buyback Size"). Based on the Minimum Buyback Size and Maximum Buyback Price, the Company would purchase a minimum of 62,85,714 Equity Shares.

The Board has constituted a Buyback Committee and has delegated the power to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient or proper in connection with the Buyback.