The Board of Directors of UPL Limited, at its meeting held on May 11, 2026, approved the re-appointment of Ms. Naina Lal Kidwai (DIN: 00017806) as a Non-Executive, Independent Director of the Company. The decision was based on the recommendation of the Nomination and Remuneration Committee and was disclosed to the stock exchanges pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The re-appointment details were also provided in compliance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-PoD2/1/3762/2026 dated January 30, 2026.

Re-appointment Details

The following table summarises the key details of Ms. Kidwai's re-appointment as disclosed by UPL:

Profile of Ms. Naina Lal Kidwai

Ms. Naina Lal Kidwai is a highly accomplished business leader with extensive experience across banking, finance, and corporate governance. She serves as Chairperson and Senior Advisor of Rothschild & Co India, Senior Advisor of Advent International Private Equity and TPG Rise private equity, and venture advisor to Lightspeed Venture Partners India. She also serves as an Independent Director on the boards of Holcim SA, Biocon, Gland Pharma, and UPL.

Ms. Kidwai has held several distinguished leadership roles over her career. She is a Past President of FICCI (Federation of Indian Chambers of Commerce & Industry), retired in December 2015 as Executive Director on the board of HSBC Asia Pacific and Chairman HSBC India, and retired in April 2018 from the global board of Nestle.

Advisory and Institutional Memberships

Ms. Kidwai is an active member of several prominent advisory bodies and institutions, including:

• INDO-ASEAN Business Council
• Punjab Innovation Mission Advisory Board
• Army Group Insurance Fund's Investment Advisory Committee
• Harvard Business School's South Asia Advisory Board
• Standard Chartered Bank's International Advisory Council
• Champion India for the World Bank's South Asia championing and visioning process
• Member Advisory Board of the Wildlife Conservation Trust

Awards, Recognitions, and Authorship

An MBA from Harvard Business School, Ms. Kidwai is the recipient of several awards and honours, including the Padma Shri for her contribution to trade and industry. She is actively engaged with institutions focused on environment, water, and sanitation, and has authored three books, including the bestsellers "30 Women in Power: Their Voices, Their Stories" and "Survive or Sink: An Action Agenda for Sanitation, Water, Pollution, and Green Finance". She is also the founder and Chair of the India Sanitation Coalition and Chair of FICCI's Water Mission.

Regulatory Compliance

As required under the SEBI Listing Regulations, UPL confirmed that Ms. Naina Lal Kidwai is not related to any Director on the Board of the Company. Additionally, she is not debarred from holding the office of director pursuant to any SEBI order or any other authority, in compliance with BSE and NSE circulars dated June 20, 2018. The re-appointment is subject to the approval of the Members of the Company.

UPL Limited's Board of Directors, at its meeting held on May 11, 2026, approved the audited consolidated and standalone financial results for the financial year ended March 31, 2026, in accordance with Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were reviewed by the Audit Committee prior to board approval, and the statutory auditors, B S R & Co. LLP, issued an unmodified audit opinion on both consolidated and standalone financial results. UPL's FY26 revenue growth came in at 10%, surpassing the company's own full-year guidance of 4–8%. The Board also recommended a dividend of 300% (₹6 per equity share of ₹2 each), subject to shareholder approval at the ensuing Annual General Meeting (AGM). The dividend will be paid within 30 days of the AGM.

Q4 and Full-Year Performance Highlights

UPL reported strong quarterly and annual performance. Q4 revenue came in at 183B rupees compared to 156B rupees in the same period of the prior year. Q4 EBITDA stood at 35.6B rupees versus 31.9B rupees year-on-year, while the Q4 EBITDA margin was 19.41% compared to 20.5% in the corresponding prior-year period. Q4 consolidated net profit was reported at 10.6B rupees against 9B rupees year-on-year, compared to an analyst estimate of 13B rupees. For the full year, UPL's EBITDA margin came in at 17.9%, surpassing the company's own guidance range of 12–16% for FY26. The key Q4 and full-year metrics are summarised below:

Consolidated Financial Performance

The following table summarises UPL Limited's audited consolidated financial results for the year ended March 31, 2026, compared to the previous year:

Profit attributable to owners of the parent stood at ₹1,922 crore for FY26, compared to ₹897 crore in FY25. Non-controlling interests accounted for ₹298 crore of the consolidated profit.

Platform-wise Performance

UPL operates across four key platforms — UPL Corporation (UPL Corp), UPL SAS, Advanta, and SUPERFORM. FY26 revenue growth was broad-based, with UPL Corp and Advanta leading performance. UPL Corp delivered +11% YoY revenue growth, driven by volume gains in Brazil (insecticides and herbicides) and supported by North America and Europe. Advanta recorded +23% YoY revenue growth, led primarily by field corn across India, Latin America, Argentina, and Southeast Asia, with EBITDA growing 30% in line with revenue. UPL SAS revenue was flat for the year, impacted by adverse Q2 monsoon conditions, though EBITDA and margins improved significantly due to better product mix and new launches. SUPERFORM posted +1% YoY revenue growth, with Super Specialty Chemicals (SSC) growing +20% vs. prior year, driven by lubricant additives and cyanide derivatives, and EBITDA margins expanding 100 bps YoY.

Segment-Wise Performance

UPL operates across three business segments: Crop Protection, Seeds & Post Harvest, and Non Agro. During FY26, the Group undertook an internal reorganisation to align its post-harvest solutions business (Decco) with the Seeds segment, reclassifying it from Crop Protection. Comparative figures for FY25 have been restated accordingly. The segment revenue and results for the year ended March 31, 2026, are presented below:

Total segment assets as at March 31, 2026, stood at ₹95,205 crore, against ₹88,002 crore as at March 31, 2025. Total segment liabilities were ₹53,936 crore versus ₹50,176 crore in the prior year.

Regional Revenue Performance

FY26 revenue growth was broad-based across geographies. Latin America contributed ₹18,335 crore, reflecting +21% YoY growth, led by higher crop protection volumes in Brazil and growth in Argentina. North America delivered +23% YoY growth, driven by herbicide volumes despite tariff-related headwinds. Europe grew +19% YoY, supported by favourable foreign exchange and strong NPP and fungicide volumes. India posted +19% YoY growth, driven by strong seeds performance, while Rest of World declined 9% YoY. The regional revenue breakdown for FY26 is as follows:

Balance Sheet Strengthening and Capital Management

UPL's CFO reported that the company repaid $500M in debt during March, a move aimed at improving the balance sheet and refinancing upcoming obligations to enhance overall liquidity. The company also achieved a Net Debt to EBITDA of less than 1.6x, beating its own guidance. All three global rating agencies upgraded UPL's rating outlook from "Negative" to "Stable" in H1 FY26. Working capital days remained rangebound versus the prior year despite challenging macro conditions, with Days Sales Outstanding (DSO) at 116 days (up ~14 days), Days Inventory Outstanding (DIO) at 89 days (up ~8 days), and Days Payable Outstanding (DPO) at 148 days (up ~18 days). Non-recourse receivables factoring as of March 31, 2026, stood at ₹10,231 crore ($1,079 Mn), compared to ₹8,875 crore ($1,038 Mn) as of March 31, 2025.

Consolidated Cash Flow Summary

For the year ended March 31, 2026, net cash generated from operating activities stood at ₹7,855 crore, compared to ₹10,151 crore in the prior year. Net cash used in investing activities was ₹2,362 crore versus ₹1,840 crore in FY25. Net cash used in financing activities was ₹9,883 crore against ₹4,793 crore in the prior year, reflecting significant debt repayments including ₹4,742 crore in non-current borrowings and ₹3,409 crore in repayment of perpetual bonds. Free Cash Flow to Equity (FCFE) generation for the year was approximately ₹3,200 crore. The net decrease in cash and cash equivalents for the year was ₹3,503 crore.

Exceptional Items and Key Notes

For FY26, exceptional items resulted in a net gain of ₹61 crore, compared to a net loss of ₹408 crore in FY25. The key components are detailed below:

The VAT-related gain in FY26 arose from a ruling by the Brazilian Supreme Court (STF) that ICMS (state VAT) cannot be levied on intra-entity transfers of goods for periods prior to January 1, 2024, resulting in reversal of a previously recognised provision by UPL Do Brasil. The restructuring cost for FY26 includes ₹98 crore related to the closure of the Bassen manufacturing facility. The Government of India's notification of four New Labour Codes on November 21, 2025, led to recognition of an incremental gratuity liability of ₹59 crore as an exceptional item.

Standalone Financial Highlights

On a standalone basis, UPL Limited reported revenue from operations of ₹5,748 crore for FY26. Profit for the year from continuing operations stood at ₹785 crore. The standalone basic and diluted earnings per share from continuing and discontinued operations combined were ₹9.46 each. Other equity on a standalone basis stood at ₹13,867 crore as at March 31, 2026, compared to ₹11,862 crore in the prior year. Standalone cash and cash equivalents at the end of the year were ₹29 crore, compared to ₹104 crore at the beginning of the year.

Composite Scheme of Arrangement

The Board of Directors, based on recommendations of the Audit Committee and Committee of Independent Directors, approved a Composite Scheme of Arrangement on February 20, 2026. The Scheme involves the amalgamation of UPL Sustainable Agri Solutions Limited (UPL SAS) into UPL Limited, demerger of the India Crop Protection business into UPL Global Sustainable Agri Solutions Limited (UPL Global), and amalgamation of UPL Crop Protection Holdings Limited (UPLCL) into UPL Global. The appointed date for the merger of UPL SAS is April 1, 2026; the demerger and UPLCL merger will be effective from the Scheme's Effective Date. The Scheme is subject to receipt of requisite approvals from shareholders, regulators, and the NCLT, and is not yet effective. Accordingly, no effect has been given to the Scheme in the audited consolidated financial results for the year ended March 31, 2026.

Regulatory and Compliance Details

The board meeting commenced at 11:15 a.m. and concluded at 1:10 p.m. on May 11, 2026. The investor presentation for the financial year ended March 31, 2026, was also filed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intimation was filed by Sandeep Deshmukh, Company Secretary and Compliance Officer (ACS-10946). The communication was addressed to BSE Limited and the National Stock Exchange of India Ltd., with copies marked to the London Stock Exchange, Singapore Stock Exchange, and NSE IX. The trading window for dealing in the company's securities remains closed for all Designated Persons until 48 hours after the financial results are disseminated to the stock exchanges, as communicated through the company's letter dated March 30, 2026.