a) During the previous year ended March 31, 2025, the Company had issued 9,38,25,955 equity shares of face value of H 2 each (the "Rights Equity Shares") at a price of H 360 per rights equity share (including premium of H 358 per rights equity share), in the ratio of 1 rights equity share for every 8 existing fully-paid equity shares held by the eligible equity shareholders as approved by the Board of Directors. An amount of H 180 per equity share was received on application and first call comprising of H 1 as share capital and H 179 as premium. The Company had raised H 1,668 crores on application and first call during the previous year ended March 31,2025. The total expense on Rights Issue aggregating to H 35 crores was adjusted against securities premium.
Further as of March 31,2025, H 16 crore pending utilisation was kept in separate bank accounts which primarily related to the issue expenses paid by the Company from its own account and amount placed in Fixed Deposit. During the current year, this amount has been utilised towards general corporate expense purpose, and there is no outstanding in this bank account as of year ended March 31, 2026.
During the year ended March 31, 2026, the Company issued first call reminder notice against which H 13 crore was received. Further, during the year, the Company issued notice to the shareholders for payment of second (final) call money of H 180 per equity share (comprising of H 1 as share capital and H 179 as premium) and final reminder cum forfeiture notice to the shareholders for payment of first call money, against which the Company has received H 1,687 crore. The Company raised H 1,700 crores on first call, second (final) call and final reminder cum forfeiture notice. The Company forfeited and cancelled 264,278 partly paidup equity shares of the face value of H 2 each on which call money was unpaid. f 0.27 Crores was transferred to Retained Earnings on account of forfeiture of shares during the year. Further, the Company has received f 0.42 Crores towards interest on arrears of call money and is accounted as part of other income.
b) There has been no deviation in the use of proceeds of the Rights Issue, from the objects stated in the Offer document." A. Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of H 2 per share (whether fully or partly paid) . The holder of the equity share is entitled to dividend right and voting right in the same proportion as the capital paid-up on such equity share bears to the total paid-up equity share capital of the Company. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
During the year ended March 31,2026, the amount of per share dividend proposed as distributions to equity shareholders is H 6 (March, 2025: H6).
15 Share Capital (continued)
C. Equity shares movement during the 5 years preceding March 31, 2026 i) Buyback of equity shares
The Board of Directors of the Company at its meeting held on 2nd March 2022, approved the proposal to buy-back fully paid-up equity shares of face value of H 2/- each from the equity shareholders of the Company (other than the promoters, the promoter's group and persons in control of the Company). The Company completed acquisition of 13,437,815 equity shares having face value of H 2 per share at aggregate consideration of H 1,094 crores on 25th May 2022 and consequently extinguished such shares in accordance with applicable regulations. Further the Company has discharged H 261 crores towards buyback tax liability under the Income Tax Act, 1961 and other ancillary expenses.
As per the records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
As on March 31, 2026 there were 2,03,29,267 outstanding GDRs (representing 4,06,58,534 underlying equity shares, constituting 4.82% paid-up equity share capital of the Company) under the GDR programme listed on Singapore Stock Exchange and IOB segment of London Stock Exchange. Also, existing GDRs additionally have a dual listing on NSEIX in GIFT City (w.e.f. January 30, 2026). Out of these 1,47,71,012 GDRs, representing 2,95,42,024 equity shares (3.50% of paid-up share capital) are held by Promoter and Promoter Group.
Another GDR programme which was listed on Luxembourg Stock Exchange and subsequently terminated / closed in the year 2020 has 25,500 underlying shares being held by erstwhile depository bank viz CITIBANK N.A., due to nonidentification of the beneficiary/ies by the depository bank
16 Other equity (continued)
Retained earnings - The amounts represent profits that can be distributed by the Company as dividends to its equity shareholders
Securities Premium - Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to “Securities Premium Reserve”. The Company may issue fully paid-up bonus shares to its members out of the securities premium reserve and the Company can use this reserve for buy-back of shares.
Capital Reserve - The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve. Also fair valuation gain on transfer of net assets under business restructuring are transferred to capital reserve.
General Reserve - General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The Company can use this reserve for payment of dividend subject to compliance with declaration of dividend out of reserve rules and issue of fully paid-up and not paid-up bonus shares.
Capital redemption reserve- Capital redemption reserve was created for buy-back of shares and can be utilised for issuance of fully paid up bonus shares.
Equity Instruments through Other Comprehensive Income (OCI) - The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
37 Net Employee Benefits Obligations (continued)
ii Defined benefit plan:
The Company operate defined benefit gratuity plan for its employees, which requires contributions to be made to a separately administered fund or a financial institution. It is governed by the Payment of Gratuity Act, 1972. Under the Act, all employee who has completed five years of service are entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age. Provision for gratuity is based on actuarial valuation done by an independent actuary as at the year end. Each year, the Company review the level of funding in gratuity fund. The Company decides its contribution based on the results of its annual review. The Company aim to keep annual contributions relatively stable at a level such that the fund assets meets the requirements of gratuity payments in short to medium term. In case of , the fund is managed by ICICI Prudential Life Insurance) and every year the required contribution amount is paid to the fund.
Aforesaid post-employment benefit plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below this rate, it will create a plan deficit. However, the risk is partially mitigated by investment in ICICI Prudential Life Insurance.
A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the return on the plan's debt investments.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
The following tables set out the funded status and amounts recognised in the Standalone Financial Statements as at March 31,2026 and March 31,2025 for the Defined benefits plans:
The sensitivity analyses as above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented may not be representative of the actual change in the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
In presenting the sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
38 Commitments & Contingent liabilities
March 31, 2026
; at
March 31, 2025
Estimated amount of contracts remaining to be executed on capital account and not 198 12 provided for (net of advances)
The Company is involved in a number of appellate, judicial and arbitration proceedings (including those described below) concerning matters arising in the course of conduct of the Company's businesses. Some of these proceedings in respect of matters under litigation are in early stages, and in some other cases, the claims are indeterminate. A summary of claims asserted on the Group in respect of these cases have been summarised below.
Amounts in respect of claims asserted by various revenue authorities on the Company, in respect of taxes, which are in dispute, have been tabulated below:
As at
Brief description
March 31, 2026 |March 31, 2025
of matter
Disputed Income-Tax Liability
24
25
Note A
Disputed Excise Duty / Service Tax liability
65
Note B
Disputed Sales Tax/ GST liability
96
70
Note C
Disputed Custom Duty liability
22
Note D
Disputed Fiscal Penalty for cancellation of licenses
33
Note E
Claims against the Company not acknowledged as debts
4
Note F
i) Income tax authorities have made various Transfer Pricing and Corporate Tax adjustments which has resulted into the demand. The assessee has preferred an appeal against addition and disallowance which are pending for disposal. Nature of addition - transfer Pricing Adjustment, disallowance u/s. 14A, deprecation on intangible assets and various other disallowances.
ii) It pertains to various on going litigation matters relating to Income Taxes which are at different stages. Some of the matters related to are as like Capital Gain, Goodwill etc.”
Related to Valuation matter, VABAL Licenses, denial of Cenvat/Service Tax Credit on Capital Goods/Naphtha/Sales Commission/
ISD/GTA, Self Credit of Central Excise Duty etc.
Related to stock transfer treated as inter-state sales, demands for non-submission of various form, disallowance of input credit
and others.
Dispute related to use of VABAL licenses.
Dispute related to the cancellation of VABAL bases licenses.
Dispute related to the product liability claims.
The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and the consequential interest and penalties, which would reduce net income and could have a material adverse effect on net income in the respective reported period.
(B) Measurement of fair value:
Valuation techniques and significant unobservable inputs:
(i) Financial instruments measured at fair value
Trade receivables, other financial assets (except derivative assets) and cash and cash equivalents
The carrying amount of trade receivables, other financial assets and cash and cash equivalents are approximate their fair values.
Financial assets under level 3 measured at fair value through profit or loss ("FVTPL") and other comprehensive income ("FVOCI").
Investment classified as FVTPL and FVOCI amount to H 50 crores (March 31, 2025: H 47 crore). The Group has used valuation technique as the Price of recent investment calibrated by using qualitative analysis approach. There is no material difference between cost and fair value of such investments. Management performs qualitative analysis as per its internal policy.
Other financial assets at fair value through other comprehensive income ("FVOCI")
The fair values of the remaining FVOCI and FVTPL financial assets are derived from quoted market prices in active markets. Hence there is no unobservable inputs and sensitivity analysis disclosed.The value of FVTPL investments measured at level 2 are driven by the prevailing local inter-bank rate.
Trade and other payables:
The carrying amount of trade and other payables approximate their fair value due to its short term nature.
(ii) Financial instrument measured at amortized cost:
The carrying amount of financial instruments carried at amortised cost approximately equals to the fair values in cetherate of interest charged is considered to at par with prevailing market rates of interest, and classified at level 2 of fair value hierarchy.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
44 Financial risk management objectives and policies
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to its subsidiaries to support its operations. The Company's principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTOCI investments and enters into derivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency).
The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of actual sales and purchases and 12-month period for foreign currency loans.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
The Company hedges its exposure to fluctuations on the foreign currency loan by using foreign currency swaps and forwards.
At March 31,2026 and March 31,2025, the Company's hedge position is stated in Note 41. This foreign currency risk is hedged by using foreign currency forward contracts.
The movement in the pre-tax effect is a result of a change in the fair value of monetary assets and liabilities denominated in US dollars, where the functional currency of the entity is a currency other than US dollars. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.
Equity price risk
The Company's listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The investment in listed and unlisted equity securities are not significant.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Trade receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. The Company assesses impairment based on expected credit losses (ECL) model. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.
(The total amount considered for above disclosure for the year ended March 31,2025 is including continuing and discontinuing operations)
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
The Comapany has provided its related parties with long-term loans measured at amortised cost which are considered to have low credit risk. Management considers instruments to be low credit risk when they have a low risk of default, and the borrower has a strong capacity to meet its contractual cashflow obligation in near term. Long-term loan to related parties are held by the Company within a business model whose objective is to collect their contractual cash flows which are solely payments of principal and interest on the principal amount outstanding. Hence those financial assets are classified as at amortised cost.
The Company's maximum exposure to credit risk for the components of the balance sheet at March 31, 2026 and March 31, 2025 is the carrying amounts as illustrated in Note 13.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.
45 Capital management
Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31,2026 and March 31,2025.
For year ended March 31, 2026a. Impact of New Labour Codes
On November 21,2025, the Government of India notified four Labour Codes viz: the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020, collectively referred to as the 'New Labour Codes', consolidating 29 existing labour laws. On December 30, 2025, the Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations.
The Company has assessed and disclosed the financial implications of these changes as per the guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and an enactment of the new legislation as an event of non-recurring nature, the Company has presented this incremental amount of gratuity as Impact of New Labour Codes" under “"Exceptional Item”. The Company continues to monitor the finalization of Central / State Rules and clarifications from the Government of India pertaining to New Labour Codes and will evaluate impact if any on the measurement of the employee benefits liability in accordance with applicable accounting standards in the period in which they will be notified."
46 Exceptional items (continued)
The Board of Directors based on recommendations of the Audit Committee and Committee of Independent Directors, approved a Composite Scheme of Arrangement (“the Scheme") on February 20, 2026, involving the amalgamation of UPL Sustainable Agri Solutions Limited 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 the UPLCL merger will be effective from the Scheme's Effective Date. The Scheme would be implemented under Sections 230 to 232, 234 and other applicable provisions of the Companies Act, 2013. The Scheme is subject to receipt of requisite approval / consents from the shareholders, regulators and NCLT approvals and is not yet effective. Accordingly, no effect has been given to the Scheme in these Audited Standalone Statement of Financial Results for the year ended March 31, 2026.
The expenses incurred for implemention of the scheme of H 18 crore have been recognized under exceptional items. For year ended March 31, 2025
c. Fair valuation gain assets transferred on a slump sale
During the quarter ended December 31, 2024 exceptional item include gain on account of fair valuation of certain assets transferred on a slump sale basis as per Rule 11UAE of Income Tax Act 1961 of H 312 Crores and restructuring cost of H 57 crores, resulting from the above mentioned transfer of Specialty Chemicals business.
Pursuant to the approval granted by the Board of Directors, the Company has on November 19, 2024 alongwith other shareholders entered into definitive agreements under which Alpha Wave Global II, LP has invested US$ 350 million approx. H 3,041 crores to acquire approximately 12.5% stake in Advanta Enterprises Limited (“Advanta"), a subsidiary of UPL Limited and a leading Global seed company that delivers innovative farming solutions and technology to farmers around the world. The transaction is a combination of a primary investment of US$ 100 million approx. f 869 crores and a secondary sale of shares of US$ 250 million approx. H 2,172 crores. Pursuant to the above, Advanta has received the approval of Competition Commission of India on March 4, 2025, and the primary investment and secondary sale of investments was completed on March 26, 2025 and the gain on sale of investments of H 1,857 crores (net of expenses) is disclosed as exceptional item for year ended March 31,2025.
47 Income tax
Pursuant to the search operations conducted by the Income Tax authorities in the earlier years, block assessment u/s 153A of the Income Tax Act 1961 ('the Act') has been completed for the Assessment Years ('AY') 2014-15 to 2020-21 for corporate tax and transfer pricing for the earlier years.
During the year ended March 31,2025, appellate authority adjudicated the matter in favour of the Company, consequent to this order, the Company reversed the tax provision amounting to f 592 crore, provided in the books, which was made in the earlier years given the uncertainty over the allowability of the eligible expenditure. Further, during the year ended March 31, 2026, the Company received tax refund along with interest u/s. 244A of the Income Tax Act, 1961. Interest on tax refund is accounted as part of other income.
53 Other Statutory Information
(i) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
(ii) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies Restriction on number of Layers) Rules, 2017.
(v) There are no charge or satisfaction yet to be registered with Registrar of Company beyond the statutory period.
(vi) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
54 Disclosure pursuant to Ind AS 105 "Non-current assets held for sale and discontinued operations":(i) Speciality Chemical business:
The Board of Directors of the Company at its meeting held on June 23, 2023 has approved transfer of 'Specialty Chemicals' business on a slump sale basis as a going concern to a wholly owned subsidiary, Superform Chemistries Limited (Formerly known as UPL Speciality Chemicals Limited) (“Superform"). The shareholders approved the restructuring in the Extra Ordinary General Meeting.
On December 01, 2024, the Company has completed the transfer of Net Assets aggregating to INR 6,135 crores for a consideration of INR 6,447 crores to Superform with the objective to establish Specialty Chemicals business as a pure play manufacturing platform on a global scale.
The 'Speciality Chemicals business' is disclosed as Discontinued Operations in these results in accordance with Ind AS 105 "Non-Current Assets Held for Sale and Discontinued Operations" till the date of actual transfer i.e. December 01,2024. The financial results of the discontinued operations till the date of actual transfer i.e. December 01,2024 are as under:
56 Scheme of Arrangement
T he Board of Directors based on recommendations of the Audit Committee and Committee of Independent Directors, approved a Composite Scheme of Arrangement (“the Scheme”) on February 20, 2026, involving the amalgamation of UPL Sustainable Agri Solutions Limited 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 the UPLCL merger will be effective from the Scheme's Effective Date. The Scheme would be implemented under Sections 230 to 232, 234 and other applicable provisions of the Companies Act, 2013. The Scheme is subject to receipt of requisite approval / consents from the shareholders, regulators and NCLT approvals and is not yet effective. Accordingly, no effect has been given to the Scheme in these Audited Standalone Statement of Financial Results for the year ended March 31,2026.
57 Events After Reporting Period
T here have been no material events since the end of the reporting period which would require disclosure or adjustment to the annual consolidated financial statements for the year ended March 31,2026.