UPL LIMITED

UPL Limited was initially incorporated as 'Vishwanath Commercials Limited' on January 2, 1985. The Company name was changed from Vishwanath Commercials Limited to Search Chem Industries Limited on 24 February, 1985. Again, the name of the Company was changed from Search Chem Industries Limited to United Phosphorus Limited on 30 September, 2013 and subsequently was changed to UPL Limited from United Phosphorus Limited on 23 October, 2013. UPL Limited is a global generic crop protection, chemicals and seeds company. The Company is engaged in the agro-business of production and sale of agrochemicals, field crops, vegetable seeds and non-agro business of production and sale of industrial chemicals, chemical intermediates & speciality chemicals. They operate in three segments: agro chemical, industrial chemicals and others. The agro chemicals segment consists of agrochemicals technicals and formulations. The industrial chemicals segment consists of industrial chemicals and speciality chemicals. The others segment consists of traded products. The company has also got a captive power plant in Jhagadia. The company offers a range of products that includes insecticides, fungicides, herbicides, fumigants, plant growth and regulators and rodenticides. They have 43 manufacturing sites, which includes nine in India, four in France and two in Spain. They operate in every continent and have a customer base in 123 countries with their own subsidiary offices in Argentina, Australia, Bangladesh, Brazil, China, Canada, Denmark, France, Germany, Hong Kong, Indonesia, Japan, Korea, Mauritius, Mexico, New Zealand, Russia, Italy, Turkey, Spain, South Africa, Taiwan, USA, UK, Vietnam, Zambia, Shanghai, Columbia and Netherland. In February 1985, the company went to public. In February 1994 R.D. Shroff along with his family and investment companies acquired 78.61% of the equity capital of the company. In March 1995 the group reorganized the shareholding and as a result United Phosphorus Ltd acquired 75% of the equity capital of Search Chem Industries Ltd from the family and investment companies of R. D. Shroff. Subsequently, in August 1995, United Phosphorus acquired further 11,560 shares thereby resulting in total holding of 79.72%. As a result, the company became the promoter of the company. After the takeover, the company changed their business of trading in shares/debentures and had entered into the chemical business. In September 30, 2003, the Manufacturing Division of United Phosphorus was transferred to the company. In the year 2004, the company acquired 20% stake in Cropserve, a company based in South Africa. Also, they signed an agreement to acquire registration for production of Lenacil and Chloridazon from Agricola for UK, France and Italy. In the year 2005, the company acquired the CEQUISA and REPOSO S.A.I.C Argentina. They signed an agreement with Biocentury of China along with Nath Biogene (I) Ltd for transfer of technology related to Bt cotton. During the year 2005-06, the company made their first acquisition in Indian market in the form of SWAL Corporation Ltd, which is engaged in dealing in agrochemicals and fertilizer mixtures. Also, they acquired Advanta, Netherlands, a leading supplier of seeds and seed technologies to farmers and other industrial and non-industrial consumers, etc. During the year 2006-07, the company acquired three products from Bayer Crop Science, AG Germany. This resulted in broadening the product portfolio of the company. The company purchased the global Propanil herbicide business from Dow Agro Science LLC. Also, they purchased methyl business including Londax herbicide and all mixtures from DuPont Bensulfuron. Also, they acquired all the shares of Cerexagri group of companies, which specializes in manufacture of fungicides. In July 2007, the company through their UK subsidiary took over 100% stake in ICONA and ICONA San Luis S.A. (ICONA), a manufacturer and distributor of crop protection products headquartered in Buenos Aires, Argentina. In February 2008, the company purchased 100% stake in the Evofarms group of Companies (Evofarms), a major marketing company of generic products in the crop protection industry headquartered in Bogota, Colombia. During the year 2009-10, the company expanded the installed capacity of Industrial Chemicals from 39,600 Tonnes to 42,684 Tonnes. Also, they expanded the installed capacity of Pesticides from 110,608 Tonnes to 138,428 Tonnes. During the year 2010-11, the company acquired the global non-mixture Mancozeb fungicide business and related assets from DuPont, including existing inventory, manufacturing and formulation production facilities in Barranquilla, Colombia. This includes rights to registered brands for non-mixture mancozeb products, trademarks, as well as registrations and supporting regulatory data for those products, which include Manzate brand fungicides. During the year, the company acquired RiceCo LLC, USA along with their subsidiaries and certain assets of the international business of their affiliate company. In April 4, 2011, the company through their subsidiary purchased 50% stake in Sipcam Isagro Brasil SA earlier held by Isargo S.p.a., the Italian group. In July 26, 2011, the company acquired a 51% stake in DVA Agro Do Brasil (DVA Agro Brazil), a Brazilian company, from DVA Group, Germany and other shareholders. In January 2012, as per the scheme of amalgamation, the company's overseas subsidiary United Phosphorus Ltd (Mauritius) amalgamated with the company with effect from July 1, 2011. In 2012, the company acquired 100% Stake in SD Agchem Europe. In 2014, UPL Mexico received ESR Award. In 2015, the company entered into an agreement to subscribe to 40% Shares in Sinagro Group, a Brazilian Company in the State of Mato Grosso. UPL Ltd, through its subsidiary has completed the transaction to acquire 40 per cent in the Sinagro Group, a Brazilian company. The Board of Directors of UPL and Advanta Limited at their respective meeting held on 23 November 2015 approved the merger of Advanta Limited with UPL. Advanta is a member of the United Phosphorous group of companies. As per the merger scheme, Advanta shareholders holding 1 equity share of the company will be issued 1 UPL share. Additionally, the resident shareholders of Advanta will get 3 Optionally Redeemable Convertible Preference Shares of UPL for each share held in Advanta. The non-resident shareholders of Advanta will get 3 Compulsorily Convertible Preference Shares of UPL for each share held in Advanta. As per the scheme, Advanta GDR holders holding 1 GDR will be issued 1.06 GDR of UPL. Advanta is a global seeds company headquartered in India and with operating units in Argentina, Australia, India, Thailand, and the USA with a wide range of proprietary products in important field and vegetable crops that improve the productivity and profitability of the farmers in different parts of the world. On 15 June 2016, UPL announced that it has acquired a strategic 26% stake in Weather Risk Management Services Private Limited (WRMS) for cash consideration of about Rs 10 crore. UPL said that the collaboration with WRMS will help the company in providing farm services and precision farming solutions to the farmers and several other value added services to farmers. UPL would leverage on technology platform developed by WRMS to strengthen its relationship with farmers. WRMS is primarily engaged in providing agriculture risk management solutions which include weather information and forecast services, agriculture decision support services, precision farming services, crop insurance products to farmers. WRMS also provides data analytics services to sectors such as renewable energy. WRMS also manufactures automated weather stations that can record, store, transmit weather information on a real-time basis using mobile or wired telecommunication network, assembling and sale of vehicle tracking system that has capabilities like live tracking, temperature, fuel monitoring of vehicles and telecom equipment which is used at telecom base stations for power management, temperature control and monitoring of solar panels. WRMS is primarily engaged in India but has recently started projects in Bangladesh, Cambodia and other Asian countries. On 22 September 2016, UPL announced that it has divested its entire stake in its joint venture United Phosphorus (Bangladesh) Limited. On 9 December 2016, UPL announced that its wholly owned subsidiary based in Mauritius UPL Corporation Limited has sold its shares held in Villa Crop Protection (Pty) Limited to an affiliate of Land O' Lakes Inc., an American company. UPL Corporation owned 19.22% of the shares in Villa Crop Protection (Pty) Limited. For sale of the shares, UPL Corporation received consideration of approximately Rs 22 crore. On 30 March 2017, UPL announced that as a part of rationalization of its multiple entities, the company has entered into an agreement with Benmore Technologies Limited to sell its entire stake including all assets, liabilities, etc., in its overseas step-down subsidiary Agro trading Limited (formerly known as United Phosphorus Limited) based in Gibraltar. On 10 May 2017, UPL announced that the Supreme Court vide its order dated 8 May 2017 has upheld the judgment of the Competition Appellate Tribunal (COMPAT) to reduce the penalty levied on the company by Competition Commission of India (CCI) to Rs 6.94 crore from Rs 252.44 crore. UPL said that the company has already deposited the amount of penalty. On 25 May 2017, UPL announced that the company through its step down wholly owned subsidiary has subscribed to additional 9% shares in Sinagro Group, Brazil. After the acquisition of additional stake, UPL's interest in the Sinagro Group share capital will increase to 49% from 40%. UPL said that the transaction will lead to the enhancement of the already existing partnership between the company and Sinagro Group and the improvement of the business activities carried out by the Sinagro Group. Sinagro Group based out of Primavera de Leste in the state of Mato Grosso, is one of the leading distributors of farm inputs in the Cerrado region of Brazil and is also in the business of agricultural production and trading of grains. Brazil has the largest Soybean agrochemical market in the world and state of Mato Grosso is the leading Soybean producing state in Brazil. On 1 September 2017, UPL announced that it has purchased through its step down wholly owned subsidiary 33.33% shares in the capital of Serra Bonita Semetes S.A., a Brazilian company located in City of Buritis, State of Minas Gerais (Serra Bonita) from SinAgro Produtos Agropecu rios S/A, a Brazilian company (Sinagro). UPL said that the transaction will lead to establishment of new synergies between the company and Serra Bonita for the production and innovation of the high quality seeds, thereby enabling UPL to expand and explore the opportunities and enlarge territories in the seed production and innovation domain in Brazil. Serra Bonita is engaged in producing high quality seeds through innovation and has local expertise in Brazil. UPL, through its step down subsidiary in Brazil, having seed operations, is engaged in development of modern technologies and solutions through its research and development stations for producing high quality seeds. On 30 Jan 2018, UPL announced that the company through its subsidiaries has purchased the entire remaining 24.5% equity shares of UPL AGROMED TARIM ILACLARI VE TOHUMCULIK SAN. VE TIC. A.Sw. for 1.4 million euro, thereby making it a wholly-owned subsidiary of the company. The company incorporated in Turkey is engaged in sales of crop protection products. On 5 March 2018, UPL announced that its wholly-owned subsidiary UPL Corporation Limited (formerly Biowin Corporation Limited) has successfully completed the pricing of its US$ 300 million senior unsecured notes (Notes) at 4.5 % per annum, due 2028. The Notes have been rated 'BBB-' by Fitch, and 'BBB-' by S&P. An application is filed to the Singapore Stock Exchange for the listing of the Notes. On 16 March 2018, UPL announced that it has completed a transaction in which the company through its step down wholly owned subsidiary has subscribed further shares in the Sinagro Group, along with other investors, resulting in dilution of UPL's existing shareholding in Sinagro Group to 45% from 49%. UPL said that the additional funding of the Sinagro Group by UPL through its step down wholly owned subsidiary and other investors through this transaction will lead to improvement of the business activities carried out by the Sinagro Group. During the year 2018-19,the company through its subsidiary, UPL Corporation Limited in Mauritius, acquired Arysta LifeScience. In terms of regional presence, Arysta's stronger presence in Africa and Eastern Europe means that the combined entity will be able to offer a wide basket of solutions for various raw crops and specialty crops across a broad swathe of countries. During the year 2018-19, the company introduced 72 herbicides, 63 fungicides, 75 insecticides, six seed treatment products and 10 adjacent technology products. On 04 July 2019,the company allotted 25,46,71,335 fully paid up equity shares of Rs 2 each as bonus shares to the shareholders in the ratio of 1:2. During the year 2021, Company launched a 25,000 hectare OpenAg farm in the state of Mato Grosso in Brazil. It partnered with various farmers and farming companies and through this collaboration. It collaborated with Telesense in January 2021 for their innovative post harvest digital solution ? scalable sensor on an artificial intelligence platform. It collaborated with FMC in March 2021 to gain early access to Chlorantraniliprole (CTPR). In FY'21, the Company made one acquisition in China, two acquisitions in Chile & one acquisition in Costa Rica to plug market gaps and expand portfolio. It made strategic product alliance with FMC for one AI and Meiji for another to expand product pipeline significantly. In FY'22, the Company launched The Radicle Carbon and Soil Challenge in partnership with Radicle Growth, to pool the best ideas, innovators, start-ups and scientists that will help protect and preserve one of our most valuable natural assets: soil. The challenge provides a platform to explore disruptive and innovative technologies across the entire food value chain, covering soil health, digital tools, supply chain tech, biologicals, plant nutrition, fintech, carbon markets, MRV, new business models, and livestock management. The winning two startups received US$ 1.25 million of equity investments from the Company. During the FY'22, the Company launched Triskele and Trishuk, which is India's first approved three-way foliar herbicide for controlling grasses, broad leaves and sedges for sugarcane. As part of its global FMC collaboration, it constructed manufacturing plant for Chlorantraniliprole (CTPR) insecticide. Shenzi, the first Chlorantraniliprole based solution, was launched in FY 2022, with new value-added solutions. In FY'22, the Company launched key new products in FY 2022, including novel fungicide Evolution@ (in Brazil), providing three-way protection against Asian Soybean Rust, and insecticide Shenzir (chlorantraniliprole based, in Brazil and Mexico), that are expected to bring key solutions to growers, helping in consolidating market position. To strengthen on-the-ground farmer proximity, it offered consulting/ certification services for food value chain in Brazil, and digital services to support sustainable agriculture. During FY 2024-25 UPL gave an effort for strategic business realignment which involved creation of two distinct pureplay platforms' viz. 1) Crop Protection Business under UPL Sustainable Agri Solutions Limited (UPL SAS); and 2) Advanta Seeds Business under Advanta Enterprises Limited (AEL). Under the Crop Protection Business arrangement, UPL SAS acquired the Crop Protection Business' of UPL in India through a transfer on slump sale basis as a going concern. Post realignment, UPL SAS became the largest Indian Agtech Platform. The Adarsh Farm Services Business (spraying services) was transferred to Nurture Agtech Private Limited through slump sale as a going concern. Upon creation, UPL SAS received an investment from The Abu Dhabi Investment Authority (ADIA (an Emirati Sovereign Wealth Fund), TPG and Brookfield (global large asset management / private equity investors) for an aggregate amount of US$ 200 mn for a consolidated stake of 9.09%. Under the Advanta Seeds Business, a new company Advanta Enterprises Limited was incorporated in India to house the India and international seeds business . Upon creation of distinct pure play platform, AEL received an investment of US$ 300 mn from KKR, a leading global private equity investor for a stake of 13.33% on fully diluted basis.