UPL Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 23, 2015, has considered and approved inter alia the proposal for the amalgamation of Advanta Limited ('Transferor Company') with UPL Limited ('Transferee Company'). The proposal will be implemented by a Scheme of Amalgamation ('Scheme') under the provisions of Sections 391-394 of the Companies Act, 1956 and other applicable provisions as may be amended from time-to-time. The appointed date of the Scheme has been fixed as April 1, 2015. In consideration for the transfer of and vesting of all the assets and liabilities of the Transferor Company as above, the Transferee Company would issue the securities in the following manner: A. Exchange Ratio for Equity Shareholders of the Transferor Company To the equity shareholders of the Transferor Company (whose names are registered in the Register of Members of the Transferor Company /register of beneficial owner with depository on the Record Date, or his /her/its legal heirs, executors or administrators or, as the case may be, successors) the following shares (the 'Share Exchange Ratio'): For every one equity share of the Transferor Company of the face value of Rs. 2/- (Rupees Two) each fully paid up held by the shareholders of the Transferor Company on the Record Date following shares will be issued: (a) One equity share of the Transferee Company of Rs. 2/- (Rupees Two) each fully paid up (the 'New Equity Shares'); and (b) Three preference shares of the Transferee Company of Rs. 10/- (Rupees Ten) each fully paid up, (the 'Preference Shares') issued in the following manner: (i) On the Record Date, if the shareholder is a Person Resident Outside India, three compulsorily convertible preference shares of the Transferee Company of Rs. 10/- (Rupees Ten) each fully paid up, (the 'CCPS') will be issued which will be convertible into equity shares of the Transferee Company, subject to terms specified in Schedule 1 to the Scheme. (ii) On the Record Date, if the shareholder is a Person Resident in India, three optionally convertible preference shares of the Transferee Company of Rs. 10/- (Rupees Ten) each fully paid up, (the 'OCPS') will be issued which will be convertible into equity shares of the Transferee Company or redeemable, subject to terms specified in Schedule 2 to the Scheme. B. Exchange Ratio for GDR Holders of the Transferor Company For every 100 (One Hundred) GDRs held in the Transferor Company on the Record Date, the Transferor Company GDR holders would be entitled to 106 (One Hundred Six) Transferee Company New GDRs. C. Exchange Ratio for FCCB Holders of the Transferor Company For every 100 (One Hundred) FCCBs held in the Transferor Company on the Record Date, the FCCB holders of the Transferor Company, would be entitled to 100 (One Hundred) Transferee Company FCCBs and the conversion formula for the Transferee Company FCCBs shall be as specified in clause 8.16(i) of the Scheme. The Share Exchange Ratio is recommended by M/s. BSR & Associates LLP on which Citigroup Global Markets India Private Limited has issued fairness opinion. The Transferee Company holds around 48.44% shareholding of the Transferor Company and the same shall stand cancelled on amalgamation. The above proposal is subject to the satisfaction of various conditions, including obtaining necessary approvals from the shareholders, creditors and regulatory authorities including the Securities and Exchange Board of India ('SEBI'), Stock Exchanges under the Listing Agreement, Competition Commission of India, Reserve Bank of India, and sanction of the Scheme by the relevant High Court(s) and/or any other appropriate authority as may be necessary. RATIONALE OF THE SCHEME To amalgamate the seed business of the Transferor Company with the Crop Protection Chemical and Post-Harvest Business of the Transferee Company and thereby provide end to end agri solution through a single entity. The amalgamation of Transferor Company with the Transferee Company would inter alia have the following benefits: (a) Geographical Expansion The combination of the Transferor Company and Transferee Company would provide access to newer territories, better coverage in the existing territories and will help to further leverage existing distribution channels. The expanded reach of the Transferee Company would be particularly beneficial for capitalizing on growth opportunities. (b) Customer access. The Transferee Company would be in a position to provide complete crop solutions to farmers. The seed portfolio facilitates early and direct farmer engagements which would promote sale of Crop Protection Chemicals and Post-Harvest products and build customer loyalty. (c) Presence across agri-inputs value chain. The Transferee Company, with seeds, Crop Protection Chemicals and Post-Harvest product portfolio, shall reap benefit of larger range of agri input products. (d) Greater Focus. Transferee Company will be able to achieve economies of scale, greater efficiency, optimization of logistic and distribution network and other related economies. The final Scheme as approved at the Board Meeting held on November 23, 2015 shall be filed with the Stock Exchange in compliance with the provisions of Clause 24(f) of the listing agreement and would be available on the website of the Company post filing of the same with the stock exchanges. UPL Ltd has informed BSE regarding the details of Voting results at the Court Convened Meeting & Postal Ballot of the Company held on March 31, 2016, under Regulation 44(3) of SEBI (LODR) Regulations, 2015. To consider and if thought fit, approve with or without modification (s), the resolution under Section 391 to 394 of the Companies Act, 1956 ( including any statutory modification(s) or re-enactment thereof for the time being in force) for approval of Scheme of Amalgamation of Advanta Limited ('Transferor Company') and UPL Limited ('Transferee Company') and their respective shareholders and creditors ('Scheme) (As per BSE Announcement dated on 31.03.2016) UPL Ltd has informed BSE that Hon'ble High Court of Gujarat at Ahmedabad has approved the Scheme of Amalgamation of Advanta Limited ('Advanta' or 'Transferor Company') and UPL Limited ('UPL' or Transferee Company') and their respective Shareholders and Creditors (Scheme') on June 23, 2016. The Company is awaiting the receipt of the certified copy of the order from the Hon'ble High Court of Gujarat at Ahmedabad. The Scheme will come into effect upon filling certified true copy of order with the Registrar of Companies at Ahmedabad. (As Per BSE Announcement Dated on 23.06.2016) With reference to the earlier letter dated June 23, 2016, UPL Ltd has now informed BSE that the Hon'ble High Court of Gujarat at Ahmedabad vide its order dated June 23, 2016 has sanctioned the Scheme of amalgamation of Advanta Limited (Advanta' or 'Transferor Company') and UPL Limited (UPL' or the Transferee Company' or the Company') and their respective shareholders and creditors (Scheme'). The Scheme has become effective on July 20, 2016, being the date of filling the form INC-28 with the Registrar of Companies. With reference to the earlier letter dated June 23, 2016, Advanta Ltd has now informed BSE that the Hon'ble High Court of Gujarat at Ahmedabad vide its order dated June 23, 2016 has sanctioned the Scheme of amalgamation of Advanta Limited (Advanta' or 'Transferor Company') and UPL Limited (UPL' or the Transferee Company') and their respective shareholders and creditors (Scheme'). The Scheme has become effective on July 20, 2016, being the date of filling the form INC-28 with the Registrar of Companies. (As Per BSE Announcement Dated on 21.07.2016) UPL Ltd has fixed August 02, 2016 as the Record date for determining the list of the equity shareholders of Advanta Limited to whom the equity and preference shares of the UPL will be issued as per terms of Scheme of Amalgamation of Advanta Ltd and UPL Ltd and their respective shareholders and creditors. (As Per BSE Announcement Dated on 26.07.2016) SUB. : - Amalgamation of Advanta Ltd. (Scrip Code 532840). Trading members of the Exchange are hereby informed that, pursuant to the Scheme of Amalgamation as approved and sanctioned by the Hon'ble High Court of Gujarat at Ahmedabad between Advanta Limited and UPL Limited, UPL Limited has intimated the Record Date to determine the entitlement of shareholders of Advanta Limited to equity shares of UPL Limited. Trading Members are advised not to deal in the equity shares of Advanta Limited with effect from the under mentioned date: COMPANY NAME CODE Advanta Ltd. (532840,632840) RECORD DATE 02/08/2016 PURPOSE The Scheme of Amalgamation: - Upon the Scheme becoming effective and in consideration of the Amalgamation of Advanta Limited into UPL Limited, UPL Limited shall issue and allot Equity Shares/Preference Shares to the shareholders of Advanta Limited in the following share exchange ratio: '1(ONE) equity Share of UPL Limited for every 1(ONE) equity Share held in Advanta Limited'. For futher details please refer the attached document. NO DEALINGS FROM 01/08/2016 DR-085/2016-2017 Trading Members of the Exchange are requested to take note of the above. (As Per BSE Notice Dated on 27.07.2016) UPL Ltd has informed BSE regarding Outcome of the Committee Meeting. Committee of the Board of Directors of the Company has approved allotment of following number of shares to equity shareholders, GDRs holders of Advanta Limited pursuant to Scheme of Amalgamation of Advanta Limited ('Advanta' or 'Transferor Company') and UPL Limited ('UPL' or 'Transferee Company') and their respective Shareholders and Creditors ('Scheme of Amalgamation' or 'Scheme') sanctioned by the Hon'ble High Court of Gujarat at Ahmedabad: 1. To the Equity shareholders of Advanta : ¦ 7,83,13,422 equity shares of Rs.2/- each (including 42,103,942 equity shares representing 21,051,971 GDRs) ¦ 26,677,011 number of Optionally Convertible Preference shares of Rs.10/- each to the equity shareholders Resident In India ¦ 81,951,429 number of Compulsorily Convertible Preference Shares of Rs. 10/- each to the equity shareholders Resident Outside India The above new equity and preference shares of UPL issued to the equity shareholders of Advanta would be listed on Stock exchanges subject to obtaining necessary approvals from the stock exchanges 2. To the GDR Holders of the Advanta : ¦ 21,051,971 Global Depository Receipts representing 42,103,942 equity shares of Rs. 2 each. The new GDRs issued to the Global Depository holders of Advanta would be listed on Singapore Stock exchanges subject to obtaining necessary approvals from the stock exchanges. Consequent to the aforesaid allotments, the paid - up share capital of the Company stands increased from Rs. 857,208,548 to Rs. 2,100,119,792. (As Per BSE Announcement Dated on 08.08.2016)