FAQs Rights Issue

FREQUENTLY ASKED QUESTIONS
RIGHTS ISSUE OF EQUITY SHARES BY UPL LIMITED
Set out below are the frequently asked questions (“FAQs”) to guide investors in gaining familiarity with the
application process for subscribing to the rights issue of partly paid equity shares by UPL Limited (“Company”)
(“Issue” or “Rights Issue”) in terms of the Letter of Offer dated 20th November, 2024 (“Letter of Offer”), filed with
the Securities and Exchange Board of India (“SEBI”), the BSE Limited (“BSE”), and National Stock Exchange of
India Limited (“NSE”, together with BSE, “Stock Exchanges”). These FAQs are not exhaustive, nor do they purport
to contain a summary of all the disclosures in the Letter of Offer or the entire application process in the Issue or all
details relevant to prospective investors (“Investors”). Further, these FAQs should be read in conjunction with, and
are qualified in their entirety by, more detailed information appearing in the Letter of Offer, including the sections
“Notice to Investors”, “Risk Factors”, “Terms of the Issue” on pages 9, 22 and 503, respectively, of the Letter of
Offer. Readers are advised to refer to the Letter of Offer which is available on the websites of the Registrar to the Issue,
the Lead Managers, the Stock Exchanges and our Company at https://www.linkintime.co.in/, www.axiscapital.co.in ,
www.bseindia.com, www.nseindia.com and www.upl-ltd.com , respectively. Unless otherwise defined herein, all
capitalised terms shall have such meaning as ascribed to them in the Letter of Offer.
1) What are the details of the Issue?
Rights Equity Shares Up to 9,38,25,955* Rights Equity Shares

being offered by our
Company
Rights Entitlement $ 1 Rights Equity Share for every 8 Equity Shares held on the Record Date
Record Date Tuesday, November 26, 2024

Face Value per Equity ₹2 each
Share
Issue Price ₹360 per Rights Equity Share (including a premium of ₹358 per Rights Equity
Share)
On Application, Investors will have to pay ₹ 90.00 per Rights Equity Share
(including a premium of ₹ 89.50 per Rights Equity Share) which constitutes 25%
of the Issue Price and the balance ₹ 270.00 per Rights Equity Share (including a
premium of ₹ 268.50 per Rights Equity Share) which constitutes 75% of the Issue
Price, will have to be paid, on one or more additional Calls as may be decided by
our Board / Rights Issue Committee, pursuant to the Payment Schedule after
receipt of the Application Money.
Dividend Such dividend, in proportion to the amount paid-up on the Rights Equity Shares, as
may be recommended by our Board and declared by our Shareholders, in
accordance with applicable law
Issue Size Upto ₹3,377.74* crore
Equity Shares issued, 75,06,07,641 Equity Shares(1). For details, see “Capital Structure” beginning on
subscribed, paid-up and page 78
outstanding prior to the
Issue
Equity Shares outstanding 8,44,433,596* fully paid-up Equity Shares
after the Issue
Security Codes for the ISIN for Equity Shares: INE628A01036
Equity Shares BSE: 512070
NSE: UPL
ISIN for Rights INE628A20010
Entitlements#
Terms of the Issue For further information, see “Terms of the Issue” beginning on page 503
Use of Issue Proceeds For further information, see “Objects of the Issue” beginning on page 82
* Assuming full subscription in the Issue, and receipt of all Call Monies with respect to the Rights Equity
Shares. Subject to finalisation of Basis of Allotment.
$For Rights Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the
Eligible Equity shareholders is less than eight Equity Shares or is not in multiples of eight the fractional
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entitlement of such Eligible Equity Shareholders shall be ignored for computation of the Rights Entitlements.
However, Eligible Equity Shareholders whose fractional entitlements are being ignored earlier will be given
preference in the Allotment of one Additional Rights Equity Share each, if such Eligible Equity Shareholders
have applied for Additional Rights Equity Shares over and above their Rights Entitlements.
#Our Company would obtain a separate ISIN for the Rights Equity Shares for each Call, as may be required
under applicable law.
(1) Including 3.94 % of the paid-up Equity Share capital of our Company held by our Promoters and the
members of the Promoter Group and 3.31 % of the paid up Equity Share capital of our Company held by the
public shareholders by way of GDRs.
2) What is the Rights Issue schedule?
Record Date Tuesday, 26th November, 2024

Last Date for credit of Rights Entitlements Wednesday, 4th December, 2024
Last Date for renunciation of Rights
Wednesday 11th December, 2024
Entitlements#
Issue Opening Date Thursday, 5th December, 2024
Issue Closing Date* Tuesday, 17th December, 2024
Allotment Date (on or about) Tuesday, 24th December, 2024
Shares Credit Date (on or about) Monday, 30th December 2024
Listing Date (on or about) Wednesday, 1st January, 2025
# Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees
on or prior to the Issue Closing Date.
* Our Board or the Rights Issue Committee will have the right to extend the Issue Period as it may determine
from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening
Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
The above schedule is indicative and does not constitute any obligation on our Company or the Lead Managers.
3) What is the amount to be paid at the time of submitting the Application Form?
Amount payable at the time of Application is ₹ 90 per Rights Equity Share in respect of the Rights Equity Shares
applied for in the Issue at the Issue Price.
4) When will next Call Money be payable/payment schedule?
The Rights Issue Committee of the Board has pursuant to its resolution dated November 20, 2024, approved the
following terms of payment for the Issue:
Amount payable per Rights Equity Share Face Premium(₹) Total (₹)
Value (₹)
On Application 0.50 89.50 90.00*
On one or more additional Calls with terms 1.50 268.50 270.00**
and conditions such as the number of Calls
and the timing and quantum of each Call as
may be decided by our Board / Rights Issue
Committee from time to time
Total (₹) 2.00 358.00 360.00
*Constitutes 25% of the Issue Price.
** Constitutes 75% of the Issue Price.
For further details on Payment Schedule, see “Terms of the Issue – Terms of Payment” on page 503.
For further details on terms of payment, see ‘Terms of the Issue’ on page 503 of the Letter of Offer.
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5) Will the Rights Equity Shares trade along with the currently listed Equity Shares of the Company?
In addition to the present ISIN for the existing Equity Shares, our Company would obtain a separate ISIN for the
Rights Equity Shares for each Call, until fully paid-up. The Rights Equity Shares offered under this Issue will be
traded under a separate ISIN after each Call for the period as may be applicable under the rules and regulations
prior to the record date for the final Call Notice. The ISIN representing the Rights Equity Shares will be
terminated after the Call Record Date for the final Call. On payment of the final Call Money in respect of the
Rights Equity Shares, such Rights Equity Shares would be fully paid-up and merged with the existing ISIN of our
Company.
6) What are Rights Entitlements?
Number of Rights Equity Shares that an Eligible Equity Shareholder is entitled to in proportion to the number of
Equity Shares held by the Eligible Equity Shareholder on the Record Date, in this case being 1 Rights Equity
Shares for every 8 Equity Shares held by an Eligible Equity Shareholder on the Record Date.
Eligible Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the
Depositories in respect of our Equity Shares held in dematerialized form and on the register of members of our
Company in respect of our Equity Shares held in physical form at the close of business hours on the Record
Date ( i.e., Tuesday, November 26, 2024) are entitled to the number of Rights Entitlements as set out in their
respective Rights Entitlement Letter.
The Registrar has sent the Rights Entitlement Letter along with the Abridged Letter of Offer, Application Form
and email disclaimer to all Eligible Equity Shareholders, through email or physical dispatch, which contains
details of their Rights Entitlements based on the shareholding as on the Record Date.
Further, the Eligible Equity Shareholders can also obtain the details of their Rights Entitlements from the website
of the Registrar (https://www.linkintime.co.in/) by entering their DP ID, Client ID / Folio No. and PAN.
7) What is the Rights Entitlement Ratio?
The Rights Equity Shares are being offered on a rights basis to the existing Eligible Equity Shareholders of our
Company in the ratio of 1 Rights Equity Share for every 8 Equity Share(s) held by an Eligible Equity Shareholders
on the Record Date i.e., Tuesday, November 26, 2024.
8) How can an Eligible Equity Shareholder access the details of his respective Rights Entitlement?
As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares held in
dematerialised form or appears in the register of members of our Company as an Eligible Equity Shareholder in
respect of our Equity Shares held in physical form, as on the Record Date, you may be entitled to subscribe to the
number of Rights Equity Shares as set out in the Rights Entitlement Letter.
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the
Issue Opening Date only in dematerialised form. Eligible Equity Shareholders can also obtain the details of their
respective Rights Entitlements from the website of the Registrar, i.e., https://www.linkintime.co.in/ by entering
their DP ID, Client ID or Folio Number (in case of Eligible Equity Shareholders holding Equity Shares in
physical form as on the Record Date, i.e., (Tuesday, November 26, 2024) and PAN. The link for the same shall
also be available on the website of our Company (i.e., www.upl-ltd.com).
The Registrar will email/ dispatch an Entitlement Letter, which will contain details of the Rights Entitlements of
an Eligible Equity Shareholder, based on their shareholding as on the Record Date, along with the Abridged
Letter of Offer and the Application Form to all Eligible Equity Shareholders who have provided their email
addresses and those Eligible Equity Shareholders who have not provided their email addresses but have provided
an Indian address to our Company, physical Entitlement Letter will be sent along with the Abridged Letter of Offer
and the Application Form.
Issue Opening Date only in dematerialised form. Eligible Equity Shareholders can also obtain the details of
their respective Rights Entitlements from the website of the Registrar i.e., https://www.linkintime.co.in/ by
entering their DP ID, Client ID or Folio Number (in case of Eligible Equity Shareholders holding Equity Shares
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in physical form as on the record date, i.e., Tuesday, November 26, 2024) and PAN. The link for the same will
also be available on the website of the company at www.upl-ltd.com.
Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR
Master Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialised form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on
Record Date and desirous of subscribing to Rights Equity Shares in this Issue are advised to furnish the details of
their demat account to the Registrar or our Company at least two clear Working Days prior to the Issue Closing
Date, to enable the credit of their Rights Entitlements in their respective demat accounts at least one day before
the Issue Closing Date.
Prior to the Issue Opening Date, the Rights Entitlements of those Eligible Equity Shareholders, among others,
who hold Equity Shares in physical form, and whose demat account details are not available with our Company
or the Registrar, shall be credited in a demat suspense escrow account opened by our Company.
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened
their demat accounts after the Record Date, shall adhere to following procedure for participating in this Issue:
a) The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s), address, e-mail
address, contact details and the details of their demat account along with copy of self-attested PAN and
self-attested client master sheet of their demat account either by e-mail, post, speed post, courier, or hand
delivery so as to reach to the Registrar no later than two clear Working Days prior to the Issue Closing
Date;
b) The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of
such Eligible Equity Shareholders to their demat accounts at least one day before the Issue Closing Date;
c) The remaining procedure for Application shall be same as set out in the section entitled “- Making of an
Application by Eligible Equity Shareholders on Plain Paper under ASBA process” beginning on page 508.
Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date will not be
allowed to renounce their Rights Entitlements in the Issue. However, such Eligible Equity Shareholders, where
the dematerialized Rights Entitlements are transferred from the suspense escrow demat account to the
respective demat accounts within prescribed timelines, can apply for Additional Rights Equity Shares while
submitting the Application through ASBA process.
9) How are Rights Entitlements Issued?
Rights Entitlements are issued in dematerialised form under a separate ISIN, for this Issue being INE628A20010.
10) What happens to Rights Entitlements which are neither subscribed nor renounced on or before the Issue
Closing Date?
Rights Entitlements which are neither renounced nor subscribe by the Investors on or before the Issue Closing
Date (i.e., Tuesday, December 17, 2024) shall lapse and shall be extinguished after the Issue Closing Date.
11) How will the Basis of Allotment be decided?
Subject to the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter, the Application Form, the Articles of Association and the approval of the Designated Stock Exchange, our
Board/Rights Issue Committee will proceed to Allot the Rights Equity Shares in the following order of priority:
a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlements of Rights
Equity Shares either in full or in part and also to the Renouncee(s) who has or have applied for Rights Equity
Shares renounced in their favour, in full or in part.
b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity
Shareholders with zero entitlement, would be given preference in allotment of one Additional Rights Equity
Share each if they apply for Additional Rights Equity Shares. Allotment under this head shall be considered
if there are any unsubscribed Rights Equity Shares after allotment under (a) above. If number of Rights Equity
Shares required for Allotment under this head are more than the number of Rights Equity Shares available after
Allotment under (a) above, the Allotment would be made on a fair and equitable basis in consultation with the
Designated Stock Exchange and will not be a preferential allotment.
c) Allotment to the Eligible Equity Shareholders who having applied for all the Rights Equity Shares offered to
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them as part of this Issue, have also applied for Additional Rights Equity Shares. The Allotment of such
Additional Rights Equity Shares will be made as far as possible on an equitable basis having due regard to the
number of Equity Shares held by them on the Record Date, provided there are any unsubscribed Rights
Equity Shares after making full Allotment in (a) and (b) above. The Allotment of such Rights Equity Shares
will be at the sole discretion of our Board in consultation with the Designated Stock Exchange, as a part of
this Issue and will not be a preferential allotment.
d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their favour, have
applied for Additional Rights Equity Shares provided there is surplus available after making full Allotment
under (a), (b) and (c) above. The Allotment of such Rights Equity Shares will be made on a
proportionate basis in consultation with the Designated Stock Exchange, as a part of this Issue and
will not be a preferential allotment.
e) Allotment to any other person, subject to applicable laws, that our Board may deem fit, provided there is
surplus available after making Allotment under (a), (b), (c) and (d) above, and the decision of our Board in
this regard shall be final and binding.
After taking into account Allotment to be made under (a) to (d) above, if there is any unsubscribed portion, the
same shall be deemed to be ‘unsubscribed’.
12) What are fractional entitlements? What will be the entitlement if a shareholder holds shares less than 8 or
shares are not in the multiple of 8 ?
For Rights Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the
Eligible Equity Shareholders is less than eight Equity Shares or is not in multiples of eight the fractional
entitlement of such Eligible Equity Shareholders shall be ignored for computation of the Rights Entitlements.
However, Eligible Equity Shareholders whose fractional entitlements are being ignored earlier will be given
preference in the Allotment of one Additional Rights Equity Share each, if such Eligible Equity Shareholders
have applied for Additional Rights Equity Shares over and above their Rights Entitlements.
13) When will Credit of Rights Entitlements in the demat accounts happen?
As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares held in
dematerialised form or appears in the register of members of our Company as an Eligible Equity Shareholder in
respect of our Equity Shares held in physical form, as on the Record Date, you may be entitled to subscribe to the
number of Rights Equity Shares as set out in the Rights Entitlement Letter.
Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website
of the Registrar (i.e., https://www.linkintime.co.in/) by entering their DP ID and Client ID or folio number (for
Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date) and PAN. The link for
the same shall also be available on the website of our Company (i.e., www.upl-ltd.com ).
In this regard, our Company has made necessary arrangements with NSDL and CDSL for crediting of the Rights
Entitlements to the demat accounts of the Eligible Equity Shareholders in a dematerialized form. A separate ISIN
for the Rights Entitlements has also been generated which is ISIN: INE628A20010. The said ISIN shall remain
frozen (for debit) until the Issue Opening Date. The said ISIN shall be suspended for transfer by the Depositories
post the Issue Closing Date.
Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts
of the Eligible Equity Shareholders and the Demat Suspense Account to the Stock Exchanges after completing
the corporate action. The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can
be accessed by such respective Eligible Equity Shareholders on the website of the Registrar after keying in their
respective details along with other security control measures implemented thereat.
Issue Opening Date only in dematerialised form. Further, if no Application is made by the Eligible Equity
Shareholders of Rights Entitlements on or before Issue Closing Date, such Rights Entitlements shall lapse and
shall be extinguished after the Issue Closing Date. No Rights Equity Shares for such lapsed Rights Entitlements
will be credited, even if such Rights Entitlements were purchased from market and purchaser will lose the
premium paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are required
to make an Application to apply for Rights Equity Shares offered under the Issue for subscribing to the Rights
Equity Shares offered under the Issue.
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If Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not provided the
details of their demat accounts to our Company or to the Registrar, they are required to provide their demat
account details to our Company or the Registrar no later than two clear Working Days prior to the Issue Closing
Date, to enable the credit of the Rights Entitlements by way of transfer from the Demat Suspense Escrow Account
to their respective demat accounts, at least one day before the Issue Closing Date. Such Eligible Equity
Shareholders holding shares in physical form can update the details of their respective demat accounts on the
website of the Registrar (i.e. https://www.linkintime.co.in/). Such Eligible Equity Shareholders can make an
Application only after the Rights Entitlements is credited to their respective demat accounts.
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR Master Circular,
the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only.
Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to the demat accounts of the
Eligible Equity Shareholders holding the Equity Shares in dematerialised form. Our Company has opened a
separate demat suspense escrow account (namely, “UPL Rights Suspense Escrow Account”) (“Demat Suspense
Escrow Account”) and would credit Rights Entitlements on the basis of the Equity Shares: (a) held by Eligible
Equity Shareholders which are held in physical form as on Record Date; or (b) which are held in the account of the
Investor Education and Protection Fund (“IEPF”) authority; or (c) of the Eligible Equity Shareholder whose
demat accounts are frozen or where the Equity Shares are lying in the unclaimed suspense account / demat
suspense account (including those pursuant to Regulation 39 of the SEBI LODR Regulations) or details of which
are unavailable with our Company or with the Registrar on the Record Date or where Equity Shares have been
kept in abeyance or where entitlement certificate has been issued or where instruction has been issued for
stopping issue or transfer or where letter of confirmation lying in escrow account; or (d) where credit of the
Rights Entitlements have returned/reversed/failed for any reason; or (e) where ownership is currently under
dispute, including any court or regulatory proceedings or where legal notices have been issued, if any. Please also
note that the Company will credit the Rights Entitlements to the Demat Suspense Escrow Account on the basis of
information available with the Company and to serve the interest of relevant Eligible Equity Shareholders to
provide them with a reasonable opportunity to participate in the Issue. The credit of the Rights Entitlements to the
Demat Suspense Escrow Account by the Company does not create any right in favour of the relevant Eligible
Equity Shareholders for transfer of Rights Entitlement to their demat account or to receive any Equity Shares in
the Issue.
Eligible Equity Shareholders are requested to provide relevant details (such as copies of self-attested PAN and
client master sheet of demat account etc., details/ records confirming the legal and beneficial ownership of their
respective Equity Shares) to our Company or the Registrar to the Issue not later than two clear Working Days
prior to the Issue Closing Date, i.e., by December 17, 2024 to enable the credit of their Rights Entitlements by
way of transfer from the demat suspense escrow account to their demat account at least one day before the Issue
Closing Date, to enable such Eligible Equity Shareholders to make an application in this Issue, and this
communication shall serve as an intimation to such Eligible Equity Shareholders in this regard. Such Eligible
Equity Shareholders are also requested to ensure that their demat account, details of which have been provided to
our Company or the Registrar to the Issue account is active to facilitate the aforementioned transfer.
14) What is the process for Renunciation of Rights Entitlements?
• Renouncees
All rights and obligations of Eligible Equity Shareholders in relation to Applications and refunds pertaining to
this Issue shall apply to the Renouncee (s) as well.
• Renunciation of Rights Entitlements

This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements
credited to their respective demat account either in full or in part.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be
subject to provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry
of Finance from time to time. However, the facility of renunciation shall not be available to or operate in favour
of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in compliance with the FEMA
Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time.
The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such
Rights Entitlements, using the secondary market platform of the Stock Exchanges or through an off-market
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transfer. In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020 read with
SEBI circular SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020, the Eligible Equity Shareholders, who
hold Equity Shares in physical form, as applicable, as on Record Date and who have not furnished the details of
their demat account to the Registrar or our Company at least two clear Working Days prior to the Issue Closing
Date, shall not be eligible to make an application for Rights Equity Shares against their Rights Entitlements
with respect to the Equity Shares held in physical form.
• Procedure for Renunciation of Rights Entitlements

The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat
accounts, either in full or in part (a) by using the secondary market platform of the Stock Exchanges (the “On
Market Renunciation”); or (b) through an off-market transfer (the “Off Market Renunciation”), during the
Renunciation Period. The Investors should have the demat Rights Entitlements credited / lying in his/her own
demat account prior to the renunciation. The trades through On Market Renunciation and Off Market
Renunciation will be settled by transferring the Rights Entitlements through the depository mechanism.
Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the
Rights Entitlements. Investors who intend to trade in the Rights Entitlements should consult their tax advisor or
stock-broker regarding any cost, applicable taxes, charges and expenses (including brokerage) that may be
levied for trading in Rights Entitlements.
Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on
or before the Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.
The Lead Managers and our Company accept no responsibility to bear or pay any cost, applicable taxes,
charges and expenses (including brokerage), and such costs will be incurred solely by the Investors.
(a) On Market Renunciation
accounts by trading/selling them on the secondary market platform of the Stock Exchanges through a
registered stock-broker in the same manner as the existing Equity Shares of our Company.
In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI ICDR Master Circular,
the Rights Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders shall
be admitted for trading on the Stock Exchanges under ISIN: INE628A20010 subject to requisite approvals.
Prior to the Issue Opening Date, our Company will obtain the approval
from the Stock Exchanges for trading of Rights Entitlements. No assurance can be given regarding the
active or sustained On Market Renunciation or the price at which the Rights Entitlements will trade. The
details for trading in Rights Entitlements will be as specified by the Stock Exchanges from time to time.
The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights
Entitlements is one Rights Entitlements.
The On Market Renunciation shall take place only during the Renunciation Period for On Market
Renunciation, i.e., from December 5, 2024 to December 11, 2024 (both days inclusive).
The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so
through their registered stock-brokers by quoting the ISIN INE628A20010 and indicating the details of the
Rights Entitlements they intend to trade. The Investors can place order for sale of Rights Entitlements only
to the extent of Rights Entitlements available in their demat account. The On Market Renunciation shall
take place electronically on secondary market platform of BSE and NSE under automatic order matching
mechanism and on ‘T+2 rolling settlement basis’, where ‘T’ refers to the date of trading. The transactions
will be settled on trade-for-trade basis. Upon execution of the order, the stock-broker will issue a contract
note in accordance with the requirements of the Stock Exchanges and the SEBI.
(b) Off Market Renunciation
accounts by way of an off-market transfer through a depository participant. The Rights Entitlements can be
transferred in dematerialised form only.
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Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is
completed in such a manner that the Rights Entitlements are credited to the demat account of the
Renouncees on or prior to the Issue Closing Date to enable Renouncees to subscribe to the Rights Equity
Shares in the Issue.
The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to
do so through their depository participant by issuing a delivery instruction slip quoting the ISIN:
INE628A20010, the details of the buyer and the details of the Rights Entitlements they intend to transfer.
The buyer of the Rights Entitlements (unless already having given a standing receipt instruction) has to
issue a receipt instruction slip to their depository participant. The Investors can transfer Rights Entitlements
only to the extent of Rights Entitlements available in their demat account.
The instructions for transfer of Rights Entitlements can be issued during the working hours of the
depository participants. The detailed rules for transfer of Rights Entitlements through off-market transfer
shall be as specified by the NSDL and CDSL from time to time.
15) Whether any persons who are not existing shareholders of the issuer company as on record date, apply to
the Rights Issue?
Persons who are not existing shareholders of the Company as on the Record Date can buy the Rights
Entitlements through On Market Renunciation or Off Market renunciation and apply in the Rights Issue up to
Rights Entitlements bought.
16) What will happen if Rights Entitlements are purchased through On market renunciation / Off-market
renunciation, and no application is made for subscribing the shares / other securities offered under Rights
Issue?
In case Rights Entitlements are purchased through On Market renunciation/ Off Market renunciation, and no
corresponding application is made for subscribing the shares/ other securities offered under Rights Issue, the
Rights Entitlements purchased will lapse.
17) What are the options available to the Eligible Equity Shareholders in the Rights Issue?
The Rights Entitlement Letter will clearly indicate the number of Rights Equity Shares that the Eligible Equity
Shareholder is entitled to in the Issue.
If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder can:
(i) apply for its Rights Equity Shares to the full extent of its Rights Entitlements; or
(ii) apply for its Rights Equity Shares to the extent of part of its Rights Entitlements (without renouncing the
other part); or
(iii) apply for Rights Equity Shares to the extent of part of its Rights Entitlements and renounce the other part
of its Rights Entitlements; or
(iv) apply for its Rights Equity Shares to the full extent of its Rights Entitlements and apply for Additional
Rights Equity Shares; or
(v) renounce its Rights Entitlements in full.
18) Can an application in the rights Issue be made using third party bank account?
Investors can make payment only using bank account held in their own name. Please note that Applications made
with payment using third party bank accounts are liable to be rejected.
19) Can a joint bank account be used to make applications on behalf of shareholders?
Joint bank account can be used by the applicant provided they are joint holders in the bank account.
20) Can an application be made by cash / cheque?
No.
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21) Can an application be made by visiting our Company, Registrar and / or the Lead Managers office?
No.
22) Can the broker collect the application form and submit the application?
No.
23) Does purchase of Rights Entitlement means the purchaser will automatically get Rights Equity Shares?
Issue Opening Date only in dematerialised form. Further, if no Application is made by the Eligible Equity
Shareholders of Rights Entitlements on or before Issue Closing Date, such Rights Entitlements shall get lapsed
and shall be extinguished after the Issue Closing Date. No Rights Equity Shares for such lapsed Rights
Entitlements will be credited, even if such Rights Entitlements were purchased from market and purchaser will
lose the premium paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are
required to make an application to apply for subscription of Rights Equity Shares offered under the Issue.
24) If the Investor purchased Rights Entitlements from the secondary market, does he need to pay once again
for the Rights Equity Shares applied for through ASBA
Yes, even though the Investor purchased the Rights Entitlements from the secondary market, they need to
block/pay the Issue Price amount with their ASBA Account.
25) How can an Investor understand that the Application has been successfully made?
Investors will be provided an acknowledgment / confirmation email upon successful completion of Application.
26) How can an Investor understand if the Rights Equity Shares have been allocated?
The Company and/or the Registrar will send email intimation (Allotment/ refund advice) to all the applicants who
have been Allotted Rights Equity Shares.
27) What is the process of updating the email ID, phone number and Indian address?
To update respective email addresses/ mobile numbers in the records maintained by the Registrar or our
Company, Eligible Equity Shareholders should visit https://www.linkintime.co.in/.
Eligible Equity Shareholders can update their Indian address in the records maintained by the Registrar and our
Company by submitting their respective copies of self-attested proof of address, passport, etc. at
https://www.linkintime.co.in/.
28) How can an investor apply in the Issue?
In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI ICDR Master Circular and the
ASBA Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to
use the ASBA process. Investors should carefully read the provisions applicable to such Applications
before making their Application through ASBA.
The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees to make
Applications in this Issue basis the Rights Entitlement credited in their respective demat accounts.
Please note that one single Application Form shall be used by Investors to make Applications for all Rights
Entitlements available in a particular demat account. In case of Investors who have provided details of demat
account in accordance with the SEBI ICDR Regulations, such Investors will have to apply for the Rights Equity
Shares from the same demat account in which they are holding the Rights Entitlements and in case of multiple
demat accounts, the Investors are required to submit a separate Application Form for each demat account.
Investors may apply for the Rights Equity Shares by submitting the Application Form to the Designated Branch
of the SCSB or online/electronic Application through the website of the SCSBs (if made available by such SCSB)
Page 9 of 19
for authorising such SCSB to block Application Money payable on the Application in their respective ASBA
Accounts. Investors are also advised to ensure that the Application Form is correctly filled up stating therein that
the ASBA Account in which an amount equivalent to the amount payable on Application as stated in the
Application Form will be blocked by the SCSB.
Applicants should carefully fill-in their depository account details and PAN in the Application Form or
while submitting application through online/electronic Application through the website of the SCSBs (if
made available by such SCSB). Please note that incorrect depository account details or PAN or Application
Forms without depository account details shall be treated as incomplete and shall be rejected. For details,
see “- Grounds for Technical Rejection” on page 515. Our Company, the Lead Managers, the Registrar and
the SCSBs shall not be liable for any incomplete or incorrect demat details provided by the Applicants.
Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer
to participate in this Issue by making plain paper Applications. Please note that SCSBs shall accept such
applications only if all details required for making the application as per the SEBI ICDR Regulations are
specified in the plain paper application and that Eligible Equity Shareholders making an application in this Issue
by way of plain paper applications shall not be permitted to renounce any portion of their Rights Entitlements.
For details, see “- Making of an Application by Eligible Equity Shareholders on Plain Paper under ASBA
process” on page 508
29) What is the procedure for making plain paper applications and where can the plain paper application be
submitted?
An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may make an
Application to subscribe to this Issue on plain paper in terms of Regulation 78 of SEBI ICDR Regulations in case
of non-receipt of Application Form as detailed above. In such cases of non-receipt of the Application Form
through physical delivery (where applicable) and the Eligible Equity Shareholder not being in a position to obtain
it from any other source may make an Application to subscribe to this Issue on plain paper with the same details as
per the Application Form that is available on the website of the Registrar, Stock Exchanges or the Lead
Managers. An Eligible Equity Shareholder shall submit the plain paper Application to the Designated Branch of
the SCSB for authorising such SCSB to block Application Money in the said bank account maintained with the
same SCSB. Applications on plain paper will not be accepted from any Eligible Equity Shareholder who has not
provided an Indian address.
Please note that in terms of Regulation 78 of SEBI ICDR Regulations, the Eligible Equity Shareholders who are
making the Application on plain paper shall not be entitled to renounce their Rights Entitlements and should not
utilize the Application Form for any purpose including renunciation even if it is received subsequently.
The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the
same order and as per specimen recorded with his/her bank, must reach the office of the Designated Branch of the
SCSB before the Issue Closing Date and should contain the following particulars:
1. Name of our Company, being UPL Limited;

2. Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as per
specimen recorded with our Company or the Depository);
3. Folio number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as on Record
Date)/DP and Client ID;
4. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the officials
appointed by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in
case of joint names, irrespective of the total value of the Equity Shares applied for pursuant to this Issue;
5. Number of Equity Shares held as on Record Date;
6. Allotment option – only dematerialised form;
7. Number of Rights Equity Shares entitled to;
8. Number of Rights Equity Shares applied for within the Rights Entitlements;
9. Number of Additional Rights Equity Shares applied for, if any (applicable only if entire Rights Entitlements
have been applied for);
10. Total number of Rights Equity Shares applied for;
11. Total Application amount paid at the rate of ₹360 per Rights Equity Share;
12. Details of the ASBA Account such as the SCSB account number, name, address and branch of the relevant
SCSB;
Page 10 of 19
13. In case of non-resident Eligible Equity Shareholders making an application with an Indian address, details of
the NRE / FCNR/ NRO account such as the account number, name, address and branch of the SCSB with
which the account is maintained;
14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application Money
in the ASBA Account;
15. Authorisation to the Designated Branch of the SCSB to block the requisite amount specifically mentioned in
the plain paper Application;
16. Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and
order as they appear in the records of the SCSB);
17. An approval obtained from any regulatory authority, if required, shall be obtained by the Eligible Equity
Shareholders and a copy of such approval from any regulatory authority, as may be required, shall be sent to
the Registrar to the Issue at:
Link Intime India Private Limited
C- 101, 1st Floor, 247 Park,
L.B.S. Marg, Surya Nagar, Gandhi Nagar, Vikhroli (West)
Mumbai 400083
Maharashtra, India
Telephone.: +91-81091 14949
E-mail: upl.rights2024@linkintime.co.in
Investor grievance e-mail: upl.rights2024@linkintime.co.in
Website: www.linkintime.co.in/
Contact Person: Shanti Gopalakrishnan
SEBI registration no.: INR000004058;
18. All such Eligible Equity Shareholders are deemed to have accepted the following:
“Purchaser Representations and Transfer Restrictions
Any person who acquires Rights Entitlements and / or Rights Equity Shares, by its acceptance of this
Letter of Offer / Abridged Letter of Offer or of the Rights Entitlements or Rights Equity Shares, will be
deemed to have declared, represented, warranted and agreed with our Company and the Lead
Managers as follows:
• It will comply with all laws, regulations and restrictions (including the transfer restrictions contained
herein) which may be applicable in your jurisdiction and it has obtained or will obtain any consent,
approval or authorization required for it to purchase and accept delivery of Rights Entitlements and /
or Rights Equity Shares, and it acknowledges and agrees that none of us or the Lead Managers and
their respective affiliates shall have any responsibility in this regard;
• It certifies that it is, or at the time the Rights Entitlements and / or Rights Equity Shares are purchased
will be, (a) the beneficial owner of such Rights Entitlements and / or Rights Equity Shares, it is located
outside the United States, Canada, the People’s Republic of China, South Africa and Australia, and it
has not purchased the Rights Entitlements and / or Rights Equity Shares for the account or benefit of
any person in the United States, Canada, the People’s Republic of China, South Africa and Australia,
or entered into any arrangement for the transfer of Rights Entitlements and / or Rights Equity Shares
or an economic interest therein to any person in the United States, Canada, the People’s Republic of
China, South Africa and Australia,; or (b) it is a broker-dealer acting on behalf of a customer and its
customer has confirmed to it that (i) such customer is, or at the time the Rights Entitlements and / or
Rights Equity Shares are purchased will be, the beneficial owner of such Rights Entitlements and / or
Rights Equity Shares, (ii) such customer is located outside the United States, Canada, the People’s
Republic of China, South Africa and Australia, and (iii) such customer has not purchased the Rights
Entitlements and / or Rights Equity Shares for the account or benefit of any person in the United
States, Canada, the People’s Republic of China, South Africa and Australia, or entered into any
arrangement for the transfer of the Rights Entitlements and / or Rights Equity Shares or an economic
interest therein to any person in the United States, Canada, the People’s Republic of China, South
Africa and Australia,;
• It understands and agrees (or if it is a broker-dealer acting on behalf of a customer, its customer has
confirmed to it that such customer understands and agrees) that the Rights Entitlements and / or
Rights Equity Shares are being offered in a transaction not involving any public offering within the
meaning of the Securities Act, have not been and will not be registered under the Securities Act or any
state securities laws in the United States; if, in the future, it decides to offer, resell, renounce, pledge
or otherwise transfer such Rights Entitlements and / or Rights Equity Shares, or any economic interest
therein, such Rights Entitlements and / or Rights Equity Shares or any economic interest therein may
be offered, sold, renounced, pledged or otherwise transferred only (A) outside the United States in a
transaction complying with Rule 903 or Rule 904 of Regulation S and in accordance with all
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applicable laws of any other jurisdiction, including India; or or (B) in the United States pursuant to
an exemption from the registration requirement of the Securities Act and applicable state securities
laws;
• It is not an affiliate of our Company or a person acting on behalf of an affiliate;
• It agrees (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it
that such customer agrees) that neither it, nor any of its affiliates, nor any person acting on its behalf,
are purchasing the Rights Entitlements and / or Rights Equity Shares as a result of any ”directed
selling efforts” (as defined in Regulation S under the Securities Act);
• It will base its investment decision on a copy of the Letter of Offer and the Abridged Letter of Offer. It
acknowledges that neither the Company nor any of its affiliates nor any other person (including the
Lead Manager) or any of their respective affiliates has made or will make any representations, express
or implied, to it with respect to the Company, the Issue, the Rights Entitlements and / or Rights Equity
Shares, the accuracy, completeness or adequacy of any financial or other information concerning the
Company, the Issue or the Rights Entitlements and / or Rights Equity Shares, other than (in the case of
the Company only) the information contained in the Letter of Offer and the Abridged Letter of Offer,
as it may be supplemented;
• It is a sophisticated investor and has such knowledge and experience in financial, business and
investments as to be capable of evaluating the merits and risks of the investment in the Rights
Entitlements and / or Rights Equity Shares. It is experienced in investing in private placement
transactions of securities of companies in similar jurisdictions. It and any accounts for it is
subscribing to the Rights Entitlements and / or Rights Equity Shares for (i) are each able to bear the
economic risk of the investment in the Rights Entitlements and / or Rights Equity Shares, (ii) will not
look to the Company or the Lead Managers or any of their respective shareholders, directors, officers,
employees, counsels, advisors, representatives, agents or affiliates for all or part of any such loss or
losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Rights
Equity Shares, (iv) have no need for liquidity with respect to the investment in the Rights Equity
Shares, and (v) have no reason to anticipate any change in its or their circumstances, financial or
otherwise, which may cause or require any sale or distribution by it or them of all or any part of the
Rights Entitlements and / or Rights Equity Shares. It acknowledges that an investment in the Rights
Entitlements and / or Rights Equity Shares involves a high degree of risk and that the Rights
Entitlements and / or Rights Equity Shares are, therefore, a speculative investment. It is seeking to
subscribe to the Rights Entitlements and / or Rights Equity Shares in this Issue for its own investment
and not with a view to distribution.
• It will notify any transferee to whom it subsequently offers, sells, renounces, pledges or otherwise
transfers and the executing broker and any other agent involved in any resale of the Rights
Entitlements and / or Rights Equity Shares of the foregoing restrictions applicable to the Rights
Entitlements and / or Rights Equity Shares and instruct such transferee, broker or agent to abide by
such restrictions.
• It acknowledges that our Company will not recognize any offer, sale, renunciation, pledge or other
transfer of such Rights Entitlements and / or Rights Equity Shares made other than in compliance with
the above-stated restrictions; and
• It acknowledges that our Company, the Lead Manager, their respective affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and
agrees that, if any of such acknowledgements, representations and agreements deemed to have been
made by virtue of its acquisition of Rights Entitlements and the Rights Equity Shares are no longer
accurate, it will promptly notify our Company, and if it is acquiring any of such Rights Entitlements
and / or Rights Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has
sole investment discretion with respect to each such account and that it has full power to make the
foregoing acknowledgements, representations and agreements on behalf of such account.
In cases where Multiple Application Forms are submitted for Applications pertaining to same set of
Rights Entitlements credited to the same demat account or in demat suspense escrow account, as
applicable, including cases where an Investor submits Application Forms along with a plain paper
Application, such Applications shall be liable to be rejected.
Investors are requested to strictly adhere to these instructions. Failure to do so could result in an
Application being rejected, with our Company, the Lead Managers and the Registrar to the Issue not
having any liability to the Investor. The plain paper Application format will be available on the
website of the Registrar to the Issue at www.linkintime.co.in.
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Our Company, the Lead Managers and the Registrar to the Issue shall not be responsible if the
Applications are not uploaded by the SCSB or funds are not blocked in the Investors’ ASBA Accounts
on or before the Issue Closing Date.
30) What is the process of Application by the Physical Shareholders?
Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR
Master Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialised form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as
on Record Date and desirous of subscribing to Rights Equity Shares in this Issue are advised to furnish the details
of their demat account to the Registrar to the Issue or our Company at least two clear Working Days prior to the
Issue Closing Date, to enable the credit of their Rights Entitlements in their respective demat accounts at least one
day before the Issue Closing Date.
who hold Equity Shares in physical form, and whose demat account details are not available with our Company
or the Registrar to the Issue, shall be credited in a Demat Suspense Escrow Account opened by our Company.
Resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have
opened their demat accounts after the Record Date, shall adhere to following procedure for participating in this
Issue:
(a) The Eligible Equity Shareholders shall send a letter to the Registrar to the Issue containing the name(s),
address, e-mail address, contact details and the details of their demat account along with copy of self-
attested PAN and self-attested client master sheet of their demat account either by e-mail, post, speed post,
courier, or hand delivery so as to reach to the Registrar to the Issue no later than two clear Working Days
prior to the Issue Closing Date;
(b) The Registrar to the Issue shall, after verifying the details of such demat account, transfer the Rights
Entitlements of such Eligible Equity Shareholders to their demat accounts at least one day before the Issue
Closing Date;
The remaining procedure for Application shall be same as set out in “-Making of an Application by Eligible
Equity Shareholders on Plain Paper under ASBA process” on page 508.
In accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the resident
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date shall be required to
provide their demat account details to our Company or the Registrar to the Issue for credit of Right Entitlements
not later than two working days prior to issue closing date, such that credit of Res in their demat account takes
place at least one day before issue closing date, thereby enabling them to renounce their Rights Entitlements
through Off Market Renunciation. Resident Eligible Equity Shareholders who hold Equity Shares in physical
form as on the Record Date will not be allowed renounce their Rights Entitlements in the Issue. However, such
Eligible Equity Shareholders, where the dematerialized Rights Entitlements are transferred from the suspense
escrow demat account to the respective demat accounts within prescribed timelines, can apply for Additional
Rights Equity Shares while submitting the Application through ASBA process.
31) Can shareholders holding Equity Shares in a physical form renounce their Rights Entitlement?
In accordance with the SEBI ICDR Master Circular, the credit of Rights Entitlement and Allotment of Equity
Shares shall be made in dematerialised form only. Accordingly, the Rights Entitlements of the Physical
Shareholders shall be credited in a suspense escrow demat account opened by our Company during the Issue
Period. The Physical Shareholders are requested to furnish the details of their demat account to the Registrar no
later than two clear Working Days prior to the Issue Closing Date to enable the credit of their Rights Entitlements
in their demat accounts at least one day before the Issue Closing Date. The Rights Entitlements of the Physical
Shareholders who do not furnish the details of their demat account to the Registrar no later than two clear
Working Days prior to the Issue Closing Date, shall lapse. Further, pursuant to a press release dated December 3,
2018 issued by the SEBI, with effect from April 1, 2019, a transfer of listed Equity Shares cannot be processed
unless the Equity Shares are held in dematerialized form (except in case of transmission or transposition of
Equity Shares). For further information, see “Terms of the Issue” on page 503.
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32) Will share certificates be provided to shareholder holding Equity Shares in a physical form if demat
account is not provided?
No, share certificates will not be provided to shareholders holding Equity Shares in a physical form.
33) What is the process for the physical shareholders who have been allotted shares in the rights Issue for
getting the Rights Equity Shares in demat account post allotment?
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR Master Circular,
the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialised form
only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date and
desirous of subscribing to Rights Equity Shares in this Issue are advised to furnish the details of their demat
account to the Registrar or our Company at least two clear Working Days prior to the Issue Closing Date, i.e.,
Tuesday, December 17, 2024 to enable the credit of their Rights Entitlements in their respective demat accounts
at least one day before the Issue Closing Date, i.e., Tuesday, December 17, 2024.
who hold Equity Shares in physical form, and/or whose demat account details are not available with our Company
or the Registrar, shall be credited in the Demat Suspense Account.
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened
their demat accounts after the Record Date, shall adhere to following procedure for participating in this Issue:
a) The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s), address, e-mail
address, contact details and the details of their demat account along with copy of self-attested PAN and self-
attested client master sheet of their demat account either by e-mail, post, speed post, courier, or hand delivery
so as to reach to the Registrar no later than two clear Working Days prior to the Issue Closing Date i.e.,
Tuesday, December 17, 2024;
b) The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of such
Eligible Equity Shareholders to their demat accounts at least one day before the Issue Closing Date;
c) The remaining procedure for Application shall be same as set out in the section entitled “- Making of an
Application by Eligible Equity Shareholders on Plain Paper under ASBA process” beginning on page 508 of
the Letter of Offer.
d) Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record Date will
not be allowed to renounce their Rights Entitlements in the Issue. However, such Eligible Equity Shareholders,
where the dematerialized Rights Entitlements are transferred from the Demat Suspense Account to the
respective demat accounts within prescribed timelines, can apply for Additional Rights Equity Shares while
submitting the Application through ASBA process.
34) How much time will it take to get the Equity Shares credited in demat account for those investors who
have not provided their demat account details during issue period?
The Company (with the assistance of the Registrar) shall, after verification of the details of demat account by the
Registrar, within reasonable time initiate the process of transfer of the Rights Equity Shares from the demat
suspense account to the demat accounts of such Eligible Equity Shareholders. Such Eligible Equity Shareholders
hold Rights Equity Shares in physical form as on Record Date, can make an Application only after the Rights
Entitlements is credited to their respective demat accounts
35) What is the last date for providing the demat account details for getting the Rights Equity Shares Allotted
in the Issue in such demat account?
At least two clear Working Days prior to the Issue Closing Date i.e. Tuesday, December 17, 2024.
36) What is the process to be followed by a shareholder holding Equity Shares in demat form to make an
application in rights Issue?
An Investor wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled
bank account with an SCSB, prior to making the Application. Investors may submit the Application Form in
physical mode to the Designated Branches of the SCSB or online/ electronic Application through the website of
Page 14 of 19
the SCSBs (if made available by such SCSB) for authorizing such SCSB to block Application Money payable on
the Application in their respective ASBA Accounts.
Investors should ensure that they have correctly submitted the Application Form and have provided an
authorisation to the SCSB, via the electronic mode, for blocking funds in the ASBA Account equivalent to the
Application Money mentioned in the Application Form, as the case may be, at the time of submission of the
Application.
For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34.
Please note that subject to SCSBs complying with the requirements of the SEBI circular bearing reference
number CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods stipulated therein, Applications
may be submitted at the Designated Branches of the SCSBs. Further, in terms of the SEBI circular bearing
reference number CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making Applications by
SCSBs on their own account using ASBA facility, each such SCSB should have a separate account in its own
name with any other SEBI registered SCSB(s). Such account shall be used solely for the purpose of making an
Application in this Issue and clear demarcated funds should be available in such account for such an Application.
The Lead Managers, our Company, its Directors, its employees, affiliates, associates and their respective
directors and officers and the Registrar to the Issue shall not take any responsibility for acts, mistakes,
errors, omissions and commissions etc., in relation to Applications accepted by SCSBs, Applications
uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and
uploaded without blocking funds in the ASBA Accounts.
Do’s for Investors applying through ASBA:

(a) Ensure that the necessary details are filled in the Application Form including the details of the ASBA
Account.
(b) Ensure that the details about your Depository Participant, PAN and beneficiary account are correct and the
beneficiary account is activated as the Rights Equity Shares will be Allotted in the dematerialized form only.
(c) Ensure that the Applications are submitted with the Designated Branch of the SCSBs and details of the
correct bank account have been provided in the Application.
(d) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including Additional
Rights Equity Shares) applied for} X {Application Money}) available in ASBA Account mentioned in the
Application Form before submitting the Application to the respective Designated Branch of the SCSB.
(e) Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount payable on
application mentioned in the Application Form, in the ASBA Account, of which details are provided in the
Application Form and have signed the same.
(f) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the
Application is made through that SCSB providing ASBA facility in such location.
(g) Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your submission
of the Application Form in physical form or plain paper Application.
(h) Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case the Application Form is submitted in
joint names, ensure that the beneficiary account is also held in same joint names and such names are in the
same sequence in which they appear in the Application Form and the Rights Entitlement Letter.
(i) Ensure that your PAN is linked with Aadhaar and you are in compliance with CBDT notification dated Feb
13, 2020 read with press release dated June 25, 2021 and September 17, 2021.
Don’ts for Investors applying through ASBA:

(a) Do not apply if you are not eligible to participate in the Issue under the securities laws applicable to your
jurisdiction.
(b) Do not submit the Application Form after you have submitted a plain paper Application to a Designated
Branch of the SCSB or vice versa.
(c) Do not send your physical Application to the Lead Managers, the Registrar, the Banker to the Issue,
(assuming that Banker to the Issue is not an SCSB), a branch of the SCSB which is not a Designated Branch
of the SCSB or our Company; instead submit the same to a Designated Branch of the SCSB only.
(d) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process upon making the
Application.
(e) Do not submit Application Form using third party ASBA account.
Page 15 of 19
(f) Avoid applying on the Issue Closing Date due to risk of delay/restriction in making any physical
Application.
(g) Do not submit Multiple Application Forms.
37) Is there any restriction on total investment amount / Equity Shares?
Eligibility and Restrictions
General
No action has been taken or will be taken to permit an offering of the Rights Entitlements or the Rights Equity
Shares to occur in any jurisdiction, or the possession, circulation, or distribution of this Letter of Offer or any
other Issue Material in any jurisdiction where action for such purpose is required, except that this Letter of Offer
will be filed with SEBI and the Stock Exchanges.
The Rights Entitlement and the Rights Equity Shares may not be offered or sold, directly or indirectly, and this
Letter of Offer and any other Issue Materials may not be distributed, in whole or in part, in or into in (i) the
United States or (ii) or any jurisdiction other than India, in each case, except in accordance with the legal
requirements applicable in such jurisdiction. Receipt of this Letter of Offer or any other Issue Materials
(including by way of electronic means) will not constitute an offer, invitation to or solicitation by anyone (i) in
the United States or (ii) any jurisdiction in any circumstances in which such an offer, invitation or solicitation is
unlawful or not authorized or to any person to whom it is unlawful to make such an offer, invitation or solicitation.
In those circumstances, this Letter of Offer and any other Issue Materials must be treated as sent for information
only and should not be acted upon for subscription to Rights Equity Shares and should not be copied or re-
distributed. Accordingly, persons receiving a copy of this Letter of Offer and any other Issue Materials should not
distribute or send this Letter of Offer or any such documents in or into any jurisdiction where to do so, would or
might contravene local securities laws or regulations, or would subject our Company or its affiliates or the Lead
Managers or their affiliates to any filing or registration requirement (other than in India. If this Letter of Offer or
any other Issue Material is received by any person in any such jurisdiction or the United States, they must not
seek to subscribe to the Rights Equity Shares.
Investors are advised to consult their legal counsel prior to accepting any provisional allotment of Rights Equity
Shares, applying for excess Rights Equity Shares or making any offer, sale, resale, pledge or other transfer of the
Rights Entitlements or the Rights Equity Shares.
This Letter of Offer and its accompanying documents are supplied to you solely for your information and may
not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or
in part, for any purpose.
Each person who exercises the Rights Entitlements and subscribes for the Rights Equity Shares, or who
purchases the Rights Entitlements or the Rights Equity Shares shall do so in accordance with the restrictions set
out above and below.
No offer in the United States
The Rights Entitlement and the Rights Equity Shares are being offered and sold only to investors outside the
United States in “offshore transactions” as defined in, and in reliance, on Regulation S. None of the Rights
Entitlement or the Rights Equity Shares has been, or will be, registered under the Securities Act or any state
securities laws in the United States and may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable U.S. state securities laws.
38) What will be the treatment of Multiple Applications?
In case where multiple Applications are made using same demat account, such Applications shall be liable to be
rejected. A separate Application can be made in respect of Rights Entitlements in each demat account of the
Investors and such Applications shall not be treated as multiple applications. Similarly, a separate Application
can be made against Equity Shares held in dematerialized form and Equity Shares held in physical form, and such
Applications shall not be treated as multiple applications. Further supplementary Applications in relation to
Additional Rights Equity Shares with/without using further Rights Entitlement will not be treated as multiple
application. A separate Application can be made in respect of each scheme of a mutual fund registered with SEBI
Page 16 of 19
and such Applications shall not be treated as multiple applications. For details, see “- Procedure for Applications
by Mutual Funds” on page 518.
In cases where Multiple Application Forms are submitted, including cases where (a) an Investor submits
Application Forms along with a plain paper Application or (b) multiple plain paper Applications (c) or multiple
applications through ASBA, such Applications shall be treated as multiple applications and are liable to be
rejected, other than multiple applications submitted by any of our Promoter or the members of the Promoter
Group to meet the minimum subscription requirements applicable to this Issue as described in “Capital Structure
- Intention and extent of participation by our Promoters and Promoter Group” on page 79.
39) What is the dividend and voting rights available on partly paid-up Rights Equity Shares?
In respect of the Rights Equity Shares, Investors are entitled to dividend in proportion to the amount paid up and
their voting rights exercisable on a poll shall also be proportional to their respective share of the paid- up equity
capital of the Company.
40) How to withdraw an Application made through ASBA?
An Investor who has applied in this Issue may withdraw their application at any time during Issue Period by
approaching the SCSB where application is submitted. However, no Investor applying through ASBA facility
may withdraw their application post the Issue Closing Date
41) Whether Overseas Investors can participate in the rights Issue?
Procedure for Applications by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI (including its investor group 516 (which means
multiple entities registered as foreign portfolio investors and directly and indirectly having common ownership of
more than 50% of common control)) shall be below 10% of our post-Issue Equity Share capital. In case the total
holding of an FPI or investor group increases beyond 10% of the total Equity Share capital of our Company, on a
fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share
warrants that may be issued by our Company, the total investment made by the FPI or investor group will be re-
classified as FDI subject to the conditions as specified by SEBI and RBI in this regard and our Company and the
investor will also be required to comply with applicable reporting requirements. Further, the aggregate limit of all
FPIs investments is up to the sectoral cap applicable to the sector in which our Company operates (i.e., 100%).
FPIs are permitted to participate in this Issue subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. FPIs who wish to participate in the Issue are advised to use the
Application Form for non-residents. Subject to compliance with all applicable Indian laws, rules, regulations,
guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI may issue, subscribe to
or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any
instrument, by whatever name called, which is issued overseas by an FPI against securities held by it that are
listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly,
only in the event (i) such offshore derivative instruments are issued only to persons registered as Category I FPI
under the SEBI FPI Regulations; (ii) such offshore derivative instruments are issued only to persons who are
eligible for registration as Category I FPIs (where an entity has an investment manager who is from the Financial
Action Task Force member country, the investment manager shall not be required to be registered as a Category I
FPI); (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and
(iv) compliance with other conditions as may be prescribed by SEBI.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions:
a) such offshore derivative instruments are transferred only to persons in accordance with the SEBI FPI
Regulations; and
b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre – approved by the FPI.
No investment under the FDI route will be allowed in the Issue unless such application is accompanied with
necessary approval or covered under a pre-existing approval.
Page 17 of 19
Procedure for Application by NRI
Investments by NRIs are governed by the FEMA Rules. Applications will not be accepted from NRIs that are
ineligible to participate in this Issue under applicable securities laws. As per the FEMA Rules, an NRI or
Overseas Citizen of India (“OCI”) may purchase or sell capital instruments of a listed Indian company on
repatriation basis, on a recognised stock exchange in India, subject to the conditions, inter alia, that the total
holding by any individual NRI or OCI will not exceed 5% of the total paid-up equity capital on a fully diluted
basis or should not exceed 5% of the paid-up value of each series of debentures or preference shares or share
warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together will not exceed
10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of
each series of debentures or preference shares or share warrants. The aggregate ceiling of 10% may be raised to
24%, if a special resolution to that effect is passed by the general body of our Company.
Further, in accordance with press note 3 of 2020, the FDI Policy has been recently amended to state that all
investments by entities incorporate in a country which shares land border with India or where beneficial owner of
an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require
prior approval of the Government of India. It is not clear from the press note whether or not an issue of the Rights
Equity Shares to Restricted Investors will also require prior approval of the Government of India and each
Investor should seek independent legal advice about its ability to participate in the Issue. In the event such prior
approval has been obtained, the Investor shall intimate our Company and the Registrar to the Issue about such
approval within the Issue Period.
42) When I will get refund, if any?
In case of non-Allotment or partial Allotment, surplus Application Money shall be refunded to the Investor after
finalization of Basis of Allotment in consultation with Designated Stock Exchange. Unblocking refunds, if any
for un- allotted or partially allotted Applications shall be completed within such period as prescribed under the
SEBI ICDR Regulations.
43) Can I use the bank details of my family / friends for making payment?
No. The bank details to be used for making payment through this platform must have your name as one of the joint
holders along with the family / friends otherwise it will be treated as third party payments and will be rejected as per
SEBI circular dated May 06, 2020.
44) Can I use a credit card for making payment?
No. Option to use credit card for making payment is not available on this platform
45) My payment has failed/payment confirmation not received, whom do I approach?
Please check if you have provided the correct details. You can write to us mail: E-mail:
upl.rights2024@linkintime.co.in or call us at (+91-81091 14949).
46) In case of wrong information being submitted, do I have the option to revoke or rectify?
No. Once the application is submitted, it is final. However, application can be withdrawn by sending an email
with withdrawal request to E-mail: upl.rights2024@linkintime.co.in during the issue period. Kindly note
Application, whether applying through ASBA Process cannot be withdrawn after the Issue Closing Date.
47) Whether it is mandatory for Investors to link their PAN to their Aadhar Card before submitting their
Applications in this Issue?
Yes. Investors must ensure that their PAN is linked with Aadhaar and is in compliance with the notification dated
February 13, 2020 and press release dated June 25, 2021 issued by Central Board of Direct Taxes.
Disclaimer from our Company, our Directors and the Lead Managers
Our Company and the Lead Managers accept no responsibility for statements made otherwise than in this Letter of Offer
or in any advertisement or other material issued by or at the instance of our Company and anyone placing reliance on any
other source of information would be doing so at his own risk.
Page 18 of 19
Investors who invest in the Issue will be deemed to have represented to our Company, the Lead Managers and their
respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire the Rights Equity Shares, and are relying on independent advice /
evaluation as to their ability and quantum of investment in the Issue.
CAUTION
Our Company and the Lead Managers shall make all information available to the Eligible Equity Shareholders in
accordance with the SEBI ICDR Regulations and no selective or additional information would be available for a section
of the Eligible Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc.
after filing of this Letter of Offer.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this
Letter of Offer. You must not rely on any unauthorized information or representations. This Letter of Offer is an offer to
sell only the Rights Equity Shares and rights to purchase the Rights Equity Shares offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in this Letter of Offer is current
only as of its date.
Our Company, the Lead Managers and their respective directors, officers, agents, affiliates and representatives accept no
responsibility or liability for advising any Applicant on whether such Applicant is eligible to acquire any Rights Equity
Shares.
The Lead Managers and their affiliates may engage in transactions with and perform services for our Company or our
affiliates in the ordinary course of business and have engaged, or may in the future engage, in transactions with our
Company or our affiliates, for which they have received and may in the future receive, compensation.
*******
Page 19 of 19

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FREQUENTLY ASKED QUESTIONS

RIGHTS ISSUE OF EQUITY SHARES BY UPL LIMITED

1) What are the details of the Issue?

Rights Equity Shares Up to 9,38,25,955* Rights Equity Shares

Record Date Tuesday, November 26, 2024

2) What is the Rights Issue schedule?

Record Date Tuesday, 26th November, 2024

4) When will next Call Money be payable/payment schedule?

6) What are Rights Entitlements?

7) What is the Rights Entitlement Ratio?

9) How are Rights Entitlements Issued?

11) How will the Basis of Allotment be decided?

14) What is the process for Renunciation of Rights Entitlements?

• Renunciation of Rights Entitlements

• Procedure for Renunciation of Rights Entitlements

(a) On Market Renunciation

(b) Off Market Renunciation

20) Can an application be made by cash / cheque?

28) How can an investor apply in the Issue?

1. Name of our Company, being UPL Limited;

30) What is the process of Application by the Physical Shareholders?

Do’s for Investors applying through ASBA:

Don’ts for Investors applying through ASBA:

37) Is there any restriction on total investment amount / Equity Shares?

Eligibility and Restrictions

No offer in the United States

38) What will be the treatment of Multiple Applications?

40) How to withdraw an Application made through ASBA?

41) Whether Overseas Investors can participate in the rights Issue?

Procedure for Applications by FPIs

42) When I will get refund, if any?

44) Can I use a credit card for making payment?

45) My payment has failed/payment confirmation not received, whom do I approach?

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