Annexure

SANCTIONING AUTHORITY
MC CMD ED Others
The proposal falls under the powers of GM/ED/CMD/MC on account of
____________________

Reference No./Date :

1. Name of the Borrower and BO & Controlling Office :

Rs. In Crores
GIST OF THE PROPOSAL

A. Sanction of Working Capital Limits

Existing Proposed
FB 55.00
NFB

B. For Term Loan

Purpose
Cost of Project
Total Debt
Promoter’s contribution
Proposed TL (our share)
DER
Repayment Period
Door to door tenor

C. Approval of ROI/ Service charges as under:-

Facility Existing Proposed Applicable Income Earned

rate
Last Year Current year
upto_______
CC Intt. Non- Intt. Non-
Rate of Intt. Intt.
interest PC
TL
Processing
Fee
Upfront Fee
Lead Bank
Fee
Commission
on NFB
Other
charges, if
 any

D. Approval of other Issues, if any :

Whether fresh/renewal/ Takeover from ICICI Bank

enhancement
Asset Classification as
on________ and last PMS score
Credit Risk Rating by Bank is Rating Date of Score ABS Reasons
---------- indicating ------------ risk Rating for
degradation
Present B- 14.08.09 31.12.08
Previous
Rating from External Agency (The Facility Rating Date of Rating Remarks
external rating should be mapped rated rating Agency
to the internal rating) Long- AA – CARE
Term (SO)
Short – PR1 + CARE
Term (SO)
Whether Agriculture/Retail/ Agriculture (Seed Production)
SME/Others (Please specify)
a) Whether Sensitive Sector –
Real Estate/Capital Market
b) Applicable Risk weight
Consortium/Multiple Banking NA
Lead Bank NA
PNB’s Share % 100%
Date of application

Date of receipt of proposal

- At BO/CO/HO

Date of clarifications, if any,

received at CO/HO

Date of placing the proposal

before competent authority

Remarks
Date of last sanction &
authority/’In Principle’ Consent
Customer ID No.
Activity code (as per ladder)

PART – I
2. Borrower’s Profile

a Group Name M/s.Advanta India Ltd

.

b Address of Regd./Corporate Office #104 & 105, Bhuvana Towers, S.D.Road,

. Secunderabad – 500 003

b. Works/Factory
c. Constitution and constitution code as per Public Limited Company
ladder
d. Date of incorporation/ 30.09.1998
Establishment
e. Dealing with PNB since
f. Industry/Sector Agriculture
g. Business Activity (Product)/ Seed Production
Installed Capacity.
3. Directors (S/Shri)

Name and Designation Address/Mobile No./e-mail Whether Promoter/

address of Main Directors/ Professional/Nominee
Guarantor Directors/
Key persons
Shri Jai R Shroff Promoter/Non Executive
-Chairman
Shri Vikram R Shroff Promoter/Non Executive
- Director
Shri V.R.Kaimdinya Executive
- CEO and Managing
Director
Shri Vinod Sethi - Non Executive & Independent
Director
Shri Vasant P Gandhi - Non Executive & Independent
Director
Shri Hardeep Singh - Non Executive & Independent
Director
a)If any of them, in the list of Caution Advices Yes/No
circulated by the Bank from time to time/RBI's/Wilful Details be furnished in case of Yes
defaulters' list/Caution List of ECGC/
b)If any one of them connected in the past with any
NPA/OTS/Compromise/unscrupulous defaulters
c)If any of them, related to Directors/Senior Officers of Nil
PNB:
d)i) Management Change since last sanction, if any NA
e)i) Report on due diligence carried out in terms of
L&A Circular No. 170 dated 25.10.2008 and
comments on adverse features, if any
ii) Confirmation that CRs have been
compiled/reviewed as per extant guidelines
iii) Confirmation that CRs have been drawn from
CIBIL Database and comments on adverse features,
if any
:
 f) Share Holding Pattern as on:

Name of the Promoters/Major Share No. of shares Amt. in Rs. % Holding

holders Crores.
Promoters Holding 10090150 10.09 59.93
FIs/ Mutual Funds/UTI/Banks/FIIs 5731159 5.73 34.04
Foreign - Individuals 1015350 1.01 6.03
Public 0 0 0
Total 16836659 16.83 100.00

g) Whether Shares pledged to any Bank/FI/others Yes/No

If yes, Percentage of shares pledged
Institution
Purpose

h) Brief history

Profile of the borrowing concern alongwith brief about the various divisions and their
activities and any other borrower specific major/significant features to be mentioned.

The Company was incorporated originally as ITC ZENECA LIMITED on 24th January,
1994 as a Joint Venture Company between ITC Limited and Zeneca Ltd. Later ITC
Limited and Zeneca Ltd. have sold their shareholding to Agro Tech Foods Limited and
Advanta Lamba B.V. The Company also changed its name to Advanta India Limited with
effect from 30th September, 1998.
In February 2006, UPL acquired the Asia- Pac and Latin American business of Advanta.
This included the businesses in India and also a business of Australia, Thailand and
Argentina through its subsidiary in Netherlands.
One of the objective of acquiring this company and changing its head quarter to India (from
Netherlands) was to go public. As a consequence of this change, Advanta India Limited became
the ultimate holding company and accordingly hold the 100% share in all its subsidiaries except
Long Reach Plant Breeders Management Pty., Ltd., Australia which was acquired during 2007.

In March, 2007, company came with an IPO. The issue was oversubscribed. The
company issued the share of Rs.10/- at a premium of Rs 630/ per share. The company
share was listed on National Stock exchange of India Ltd (NSE) and Bombay Stock
Exchange of India Limited (BSE). At the present value, the companies market
capitalization is about Rs.1000 crores.

Profile:

Advanta is an agronomic seed company with more than 20 years track record of success and
growth. The First Indian Multinational Seed Company with global foot-print. The company with
a strong presence in the domestic & International market and have been steadily investing in
research, development and technology. The Company has unique, superior & proprietary germ
plasm and intellectual properties which give us a robust platform for the growth.
Advanta has leadership position in crops like Sorghum, Sunflower, Rice, Corn, Canola, Mustard,
Cotton and Vegetables.
While continuing with traditional breeding principles, company have over the years successfully
adopted the latest technological innovations to fast track their crop research. Dihaploid and
Molecular Marker technology are some of the technologies they have successfully adopted in
their crop improvement programs. Comapny have entered into strategic alliance with some of the
leading and very best technology innovation companies across the world for value added biotech
traits like pest resistance, herbicides and drought tolerance.

4.A Facilities Recommended :

(Rs. in Crore)
Nature Existing Proposed Secured/Unsecured along with
Fund Based the basis thereof
(As per RBI’s guidelines)
CC(H) 0 55.00
WCDL
FOBP/FOUBP/FABC
Others
Fund Based Ceiling
Non Fund Based
ILC/FLC
ILG/ FLG
Non Fund Based Ceiling
Term Loan
Limit of credit exposure on
account of all derivative
products
TOTAL COMMITMENT 0 55.00

4.B Our Commitment and Maximum Permissible Exposure Norms

Existing Proposed %age of Bank’s As per Exposure Norms

Capital Funds as on
Amount (%age)
31.03.2009
Company 0 55.00
Group 0 0.00

4. C Short Term Loans sanctioned by PNB in last 12 months, if any

Date of sanction Amount Period ROI Date of

Adjustment Roll over
NIL

4. D Details of facilities provided outside consortium including exposure on

account of derivatives, if any

Name of the Nature of Security O/s Purpose Rate of

Institution facility as on Interest
a)
b) Nil

5.A Facilities from PNB Subsidiaries/Exposure by way of investment in

Equity/Debentures/Derivatives/Foreign Exchange etc. :
(Rs. in Crore)
Name of the Nature of Security O/s Purpose Overdue, if
Institution facility as on any
a) NIL
b)

5.B Term Loans from other Banks/Financial Institutions/Other Institutions -

(including Lease, ICDs, Corporate Loans, Debentures etc.)
(Rs. in Crore)
Name of the Bank/FI Facility Balance O/s Overdue, if Rate of
Sanctioned As on any Interest
31.12.2008
30.00

5.C Credit Rating by agencies {CRISIL/ICRA/CARE/FITCH INDIA} with purpose of

such rating.
Agency Rating Date of Rating Significance Purpose Validity Date
of Rating
CARE AA – (SO) Long Term
Facilities
CARE PR1 + Short Term
(SO) Facilities

5D. Details of Working Capital Limits from the Consortium/Multiple Banking

(Rs. in Crore)
Name of the Bank Existing Share % Proposed Share % ROI
FB NFB FB NFB FB NFB FB NFB
ICICI Bank 40.00
HSBC 25.00

6. Details of Group /Allied/Associate firms and the facilities sanctioned to them

along with conduct of these accounts with our Bank/ other Banks and
comments on adverse indicators, if any.
As per Appendix – I
7.A(i) Financial Position of the Company as on close of financial year for last three
years and estimated for last year and projected for the next year
(Rs. in
Crore)
Two years One year Previous year (say Projections for
earlier (say earlier (say 31.3.09) the current year
31.3.07) 31.3.08) (say 31.3.10)
 Audited Audited Estimated Audited
Gross Sales
- Domestic
- Export
% growth *
Net sales (net of excise
duty etc.)
Other Income
Operating Profit/Loss *
Profit before tax
Profit after tax
Depreciation/
Amortization of
expenses
Cash profit/ (Loss) *
EBIDTA/PBIDTA
Paid up capital
Reserves and Surplus
excluding
revaluation reserves
Misc. expenditure not
written off
Accumulated losses *
Deferred Tax
Liability/Asset
a) Tangible Net Worth
b) Investment in allied
concerns and
amount of cross
holdings
c) Net owned
funds/Adjusted TNW
(a –b) *
Share application
money
Total Borrowings
Secured
Unsecured
Investments
Total Assets
Out of which net fixed
assets
Net Working Capital *
Current Ratio
Debt Equity Ratio
Term liability/ Adjusted
TNW
TOL/Adjusted TNW
Operating Profit/Sales
Long Term Sources
Long Term Uses
Surplus/ Deficit
Short Term Sources
Short Term Uses
Surplus/ Deficit **
* In case of negative growth/loss/erosion in TNW and NWC, the figures should be prefixed with
-ve sign.
** To match with NWC

7A (ii) Key Financials upto last quarter

(as per published Un-audited Results in case of listed companies)
(Rs.
Crore)
Period Cumulative Corresponding % Accepted %age Remarks
ended position as on position of Change for the achievement
last quarter/HY/Q3 of current upto latest
quarter/HY/Q3 last year year quarter/HY/Q3
ended
HY 30.06.2009 HY 30.06.2008
Sales 84.97 81.04 4.84% 166.00 48.81%
Other 0.94 0.73 28.76%
Income
PBT 0.34 3.58 9.60% 6.70 5.07%
PAT 0.15 2.02 7.48% 5.40 2.77%

7B. Brief discussion on Financial Indicators

(Interpretation/inference drawn in respect of Latest financial/
last FY indicators to be discussed)

(The financial parameters of the borrowing company may be

discussed/commented upon as mentioned hereunder. However, it is
only an indicative list. The appraising authority should also discuss
parameters showing abnormal variation/trend and any other
proposal specific parameters.)

Paid up capital/TNW

(Details of authorised/issued/paid up capital alongwith share

application money to be given.)

Reconciliation of TNW
(Rs. in lacs)
TNW as on close of FY ended 31.12.2007 43294.00
Add 709.00
Less 0.00
TNW as on close of FY ended 31.12.2008 44003.00

Sales

(Actual sales should be compared to the sales of the last

year/estimated sales (in actual and percentage terms). The reasons
for decrease in sales from last year/variations from the estimated
sales should be given. The current year estimates and its
acceptability with due justification should be mentioned.
Justification for accepting the increase in sales, viz. expansion,
diversification, marketing strategies should be given.)

Other income

(The sources of other income should be mentioned and any variation

from the estimates should be commented upon. The income from
the core activity vis-a-vis other income should also be commented.)

Profitability

(Reasons for positive/negative movement in profitability of the

borrowing company should be given. Actual EBIDTA and net profit
compared to the figures of last year/the estimated figures should be
commented upon. The current year estimates of net profit and its
acceptability with due justification should be mentioned.)

Investments

(Details and nature of investments including cross holdings,

investment in subsidiaries/group companies should be mentioned.
The key financials parameters of the companies in which the
borrowing company has invested should be given.)

Diversion of funds

Details of use of funds for the purpose other than the one for which
the sanction is accorded alongwith the reasons and proposed action
thereof

Current ratio/Debt Equity Ratio

(Reasons for movement and steps taken to improve the same be

given.)

Balance Sheet analysis to be enclosed.

7C Capital Market Perception

Listing BSE/NSE
Face Value 10.00
Current Share Price as on 10.08.2009 549.90
52 weeks High / Low 861.00/311.90
Market Capitalisation as on Rs.925.85 crores
10.08.2009
7.D Details of investment in Shares, Debentures, Units or investment of funds
outside the business etc. (Along with comments in case of increase)

Particulars No. of shares/ Face Market value, if Remarks

debentures/ units value quoted

TOTAL

7.E Details of Liabilities not accounted for/Contingent liabilities

(i) income Tax matters under dispute:

a) Pending with authorities at various levels – Rs.1,577.54 lakhs
b) Estimated liability on the basis of past assessment in respect of pending
assessments – Rs.380.79 lakhs

(ii) Claims against the company not acknowledged as debts Rs.56.61 lakhs
(iii) Guarantee is given for by company’s bankers on behalf of:
a) Subsidiary company Rs.750.00 lakhs
b) Others Rs.100.00 lakhs

Details of derivatives transactions

7.F Position of assessment of income tax/sales tax/wealth tax of the borrowing

concern/partners/proprietor/promoter directors/guarantors
According to the information, no undisputed amounts payable in respect of provident
fund, investor education and protection fund, employees’ state insurance, wealth
Tax, Income Tax, Service Tax, sales Tax, Customs duty, cess and other undisputed
statutory dues were outstanding at the end, for a period of more than six months from
the date they became payable.

According to the records of the Company, the dues outstanding of Income-tax on

account of any dispute are as follows:

Name of Nature of dues Amount Period to which Forum where

the Statue (Rs. in lakhs) the amount dispute is pending
relates
Income Income Tax 59.94 Ass year 1999- Income Tax
Tax, 1961 00 Appellate Tribunal
0.07 Ass year 2003- Comm of Income
04 Tax (Appeals)
50.74 Ass year 2005- Comm of Income
06 Tax (Appeals)
137.39 Ass year 2006- Comm of Income
07 Tax (Appeals)
Total 248.14

7.G Information on litigation initiated by other banks/FIs against the borrower as

per latest Audited Balance Sheet, if any
 Nil

7.H Overall likely impact of (7.C to 7.G) on the financial position of the borrowing
unit:

The Tangible Net Worth of the company is Rs.446.04 Crores as on 31.12.08. The
overall impact of the above, if any, it is felt that, the company would be in a
position to absorb the same, without much affecting It’s day to day Operations.

8. SECURITY

A. Primary

i) For working capital limits

ii) For Term Loan

B. Collateral (Information in respect of mortgage of IP to be given only in the

following format:

i) Hypothecation/ Mortgage of Block Assets Immovable Properties

(Rs. in Crore)
Security Area in Ownership Value Basis for Date Whether
Description Sq M Last Present Realisable valuation existing/
or Sq sanction book value fresh
Ft value

ii) First/Second/Third charge/Paripassu charge

(Rs. in Crore)
Nature of Securit Value of block Value of block assets Extent of first / Balance / residual value of
limits y assets as on: (as excluding specific second charge charge available to bank/
per B/Sheet) charge if any holders consortium
Term
Loan
Working
Capital

iii) Personal /Corporate Guarantee

Name of Relationship Net Worth Immovable property Date of

Guarantor with confidential report
borrower
 Prev. Present Prev. Present Prev. Present
As at As at …. As at As at ….
…. ….

iv) Comments on changes, if any. Nil

v) Status of creation of charge:

8. C Security Margin ( Fixed Asset Coverage Ratio – for term loans)

Existing Proposed
Nature Book value FACR Book Value FACR on project
completion
Primary
Collateral
Total

9. Position of Account as on Not applicable

(Rs. in _____)
Nature Limit* VS DP Balance Irregularity

* To be reported strictly as per sanction. Any irregularity to be reported separately

10.A Conduct of the Account including details of terms & conditions not
complied with. Comments on following should be given : Not applicable

 Availment of limit, overdrawings,

 Routing of proportionate business in consortium, routing of sale proceeds,
honouring of commitment in non fund based facilities(details of LC/LG
devolved/invoked with amount),
 Regularity in submission of CMA data/ financial statement/QMS/Stock
Statement.
 The information regarding no. of cheques returned with amount involved
due to financial reasons during the review period should be mentioned.
 The amount/frequency of irregularity in the account during the review
period should be mentioned.

10.B i) Value of the Account - Not applicable

(Rs. in _______)
Limit Last year Current year
Nature Amount Interest/ Yield(% Interest/ Yield(%)
Commission ) Commission
Working capital
(FB)
NFB
Term Loan
Bills purchased/
collected
Any other income
such as Escrow
account fee, etc.
Total

Details of other ancillary business such as opening of staff salary account/ availment of
retail lending schemes by staff members/opting of cash management system of the
bank, etc.

10.B ii) Deposits including Escrow/TRA account with details

Current year Last year

No. of A/c Amount * Average balance O/S
Saving
Current
Escrow
Term
deposit
Total
* Whether as margin money or free float

10.C Review of the Account and Summary of serious irregularities pointed out
by Bank’s Inspectors, Concurrent Auditors, Credit Audit & Review Division
(CA&RD), RBI Inspectors, Statutory Auditors, observations of Stock Audit Report,
Comment on Preventive Monitoring Score Trends, (and status of rectification of
these irregularities)

Not applicable

10.D(i) CONFIRMATION

1. Compliance of last sanctioned terms Yes/No

2. Security documents are valid/duly vetted/enforceable Yes/No

3. Proper charge on securities created Yes/No
4. Confirm that company/directors are not under bank/RBI/ECGC/ Yes/No
CIBIL defaulters/caution list
5. Confirm that payment of statutory liabilities is not in arrears Yes/No

6. Confirm that no litigation against/by the company is pending Yes/No

7. Corporate governance practices are being followed as per Yes/No
Auditor’s report
8. Confirm that no deviations are made from usual norms/policy Yes/No
guidelines
9. Confirm that Exposure is within bank’s internal ceilings/RBI Yes/No
prudential norms

In case of No, details alongwith the reasons, justifications and action proposed should
be furnished.

10.D(ii) AUDIT/INSPECTION/MEETINGS – Not applicable

Particulars Last date Remarks/Observations/Steps taken

a) Annual inspection
b) Stock audit
c) Consortium meeting
d) Closure of IR

10.E In case of audit conducted by RBI – Whether commented/special

mentioned account – Details as per Appendix III (B)

Not applicable

PART – II

11.A(i) Industry Rating as per RMD : There is no rating in the LA Cir No.

A.(ii) Detailed Industry Scenario and Comments on management, production and

marketing as well as Borrowers' diversification, expansion, modernisation
programme

As per Appendix – IV

12. Present Proposal : Sanction of working Capital limit of Rs.55.00 crores by way
of takeover of working capital limit of Rs.40.00 crores from ICICI Bank and allowing fresh
working capital Rs.15.00 crores.

a) Justification for working capital sanction

i) Assessment of Fund Based Limits

(Amt in crores)
Item Current Year’s Estimates Accepted for assessment
2010- 2011 Year 2010- 2011
Chargeable current assets 134.80 110.00
Other current assets 65.10 64.60
Total current assets 199.90 174.60
Other current liabilities 42.50 42.50
Working capital gap 157.40 132.10
Net Working Capital at 25% 49.98 43.65
of Total Current Assets less
Export Receivables
Projected net working capital 67.40 42.10
Permissible bank finance 90.00 90.00

ii) Justification for Fund based working capital limits proposed

Not applicable

b) Justification for Non Fund based limits

Not applicable

c) Justification for term loan/DPG _ Not applicable

(i) Purpose

(ii) A. Appraising agency

B. Whether vetted by any Technical Officer/ Other Official of

Bank (Name and designation to be furnished).

(iii) Summary of cost of project and means of finance

(iv) Sources of Promoters’ Contribution and the time schedule as to

when the funds will be brought.

(v) Status of tie-up of loans

(vi) Brief explanation for each major individual item of cost of Project
with present status along with comments on the
reasonableness/competitiveness

Not applicable
vii) Comments on all major technical aspects like locational advantage,
Technology/ manufacturing process, power, man power, utilities,
transportation, etc.

Not applicable
viii) Summary of profitability, Break-Even, DSCR and IRR with comments
thereon including Assumptions underlying profitability projections:
 Detailed projected profitability projections, balance-sheet, cash flow are
as per Appendix VII

Stand Alone Project Company as a whole

Debt-Equity Ratio
Average DSCR
Minimum DSCR
Interest coverage ratio (ISCR)
Internal Rate of Return (Pre Tax)
Break Even Point
Cash Break Even

ix) Detailed Sensitivity Analysis:

x) Status of various statutory approvals and clearances

xi) Present physical & financial status of project, if any

xii) Implementation schedule

Activity Starting Date Completion Date

xiii) Draw Down Schedule Quarter-wise

Period of Draw Down Amount (Rs. In _____)

Quarter Ending June, 200___
Quarter Ending September 200___
Quarter Ending December 200__
Quarter Ending March 200__

xiv) Proposed repayment schedule

Scheduled date of Completion of Project

Commercial Operations Date (COD
Implementation period (in months)
Moratorium (in months)
Repayment period in months/quarters/ Half year
No. of installment
Starting Date
End Date (Last installment)
Door to door tenor

13. Pricing
 (a) Justification

(b) ROI/other charges stipulated by other participating banks, if applicable

14. Other Issues not discussed elsewhere

15. Strengths & Weakness with mitigants, if any

16. Recommendations:

The recommendations may be submitted as under:

Recommended for sanction of

(Rs. in lacs)
Limits Existing Recommended by Circle/ Branch
TL
WC (FB)
NFB
Total/
Ceiling

Other issues for approval, if any

I)
II)

SUBJECT TO

I)
II)

Detailed Terms and Conditions are as per Appendix– I.

Certified that the stipulated terms and conditions have been duly discussed with
the borrower.

(NAME) (NAME) (NAME)

MANAGER CHIEF MANAGER CIRCLE HEAD

DATE:
 Annexure –

Advanta is an agronomic seed company with more than 20 years track record of success
and growth. The First Indian Multinational Seed Company with global foot-print.
Company with a strong presence in the domestic & International market and have been
steadily investing in research, development and technology. The Company has unique,
superior & proprietary germ plasm and intellectual properties which give them a robust
platform for the growth.
Advanta has leadership position in crops like Sorghum, Sunflower, Rice, Corn, Canola,
Mustard, Cotton and Vegetables.
While continuing with traditional breeding principles, they have over the years
successfully adopted the latest technological innovations to fast track their crop research.
Dihaploid and Molecular Marker technology are some of the technologies they have
successfully adopted in their crop improvement programs. Company has entered into
strategic alliance with some of the leading and very best technology innovation
companies across the world for value added biotech traits like pest resistance, herbicides
and drought tolerance.

Geographical Presence:

Advanta is truly Indian multinational having presence in India, Australia, Argentina,

Thailand, US, Indonesia, Mauritius and Netherlands. Company is making its strategic
footprint in different geographies with the objective to make cater the most of the world
market.
The company through its international business exports seeds to more than 25 countries
in all the continents of the world.
Presently, the company is working on building in its presence in Brazil and China. The
company is significantly investing in building business in Europe and CIS countries.

Corporate Structure:

As of 31st March 2009, company has 14 subsidiaries situated at different geographies of

the world.
During the last 3 years, the company has acquired

Acquisition:

Business acquisition of Golden Seeds Pvt. Ltd.

In May 2007, the company acquires the Business of Golden Seeds Pvt. Ltd., is a
prominent vegetable seeds player in the Indian vegetable seeds market and has its
position amongst the first five largest vegetable seeds companies. The company is mainly
selling products like Cabbage, Cauliflower, Tomatoes in addition to Sweet corn,
Coriander, Beetroot, Carrot, Radish, Capsicum, Okra and Cucumber etc., at the value of
Rs. 60.10 Crores.

The Acquisition includes the intellectual properties including the goodwill of the said
business and all plants, machinery, office furniture and all stock in trade and all book
debts and the full benefits of all pending contracts, engagements and orders in connection
with the said business and selected fixed assets including immovable assets.

The acquisition of Golden Seeds, had given the following strategic advantages to
Advanta:

a) jumpstart their entry into this important business segment;

b) help them to build export business of vegetables seeds in the Asian countries;
c) Gives them the ability to tie up with any International vegetable seeds company
so as to create a global platform in this segment;

(ii) Acquisition of the Controlling Shares of LongReach

Plant Breeders Management Pty., Ltd., Australia

Company has acquired the controlling share of Long Reach Plant Breeders (Long Reach),
a wheat seed breeding company based in Australia through Pacific Seeds Pty. Ltd.,
Australia. a subsidiary company of the company on 02nd November, 2007 for the sum of
A$12 million subject to the achievement of established breeding targets to 2011. The
remaining shareholding will continue to be owned by seeds and genetics company
Syngenta Seeds Pty. Ltd.

This acquisition bolsters the company's 2004 entry into the Australian wheat seed
industry, providing a plant breeding and germ plasm platform from which to grow this
expanding business. Long Reach through its links with Syngenta Seeds' global cereal
breeding network, has access to the best available breeding technology and evaluation
systems, as well as proprietary traits and germ plasm from all major wheat producers. As
a result Long Reach has one of the fastest wheat breeding cycles in the world, deployed
in a solid commercial business structure.

(iii) Acquisition of Unicorn Seeds Private Limited:

Company has acquired the 100% shareholding in Unicorn Seeds on 3rd January, 2008.
With this acquisition, Company's platform in vegetable seeds will become stronger with
added crops to its current vegetable product portfolio (Golden). With the added products
like melon and cucumber from Unicorn .The combined vegetable portfolio will make the
company a significant player in the vegetable seed segment.
Unicorn seed is head quartered in Hyderabad and has its R&D activities in Bangalore and
Hyderabad. The key crops of Unicorn are Tomato, Egg plant, Hot pepper, Okra, Musk
Melon, Cucumber and Watermelon.

Unicorn is significantly engaged in custom production for key Vegetable Seed Suppliers
in Europe, Asia and USA. It has a strong presence in the domestic and export markets of
vegetable seeds.

(iv)Acquisition of Garrison and Townsend LP, USA:

Company has acquired the 100% shareholding in Garrison and Townsend (GT) LP, USA
for a consideration of US$ 10.5 Million on 3rd March, 2008. GT has strong presence in
Grain Sorghum market that contributes about 32% of its revenue, forage sorghum, BMR
sorghum and Sorghum – Sudan contributing about 67% of its revenue. In the fiscal year
2008, GT achieved a sale of about US$ 15 Mn. This acquisition establishes the
Company’s presence in Sorghum markets in USA in particular and strengthens the
Advanta’s presence in sorghum world wide, in general.

GT is a Company that is involved in research, production, conditioning, marketing and

selling of hybrid grains and forage sorghum seeds. Its products are marketed throughout
the United States as well as in Italy, Israel, Pakistan, Mexico, Central America, South
America and Japan. Ten largest customers of GT contribute about 60% of its revenue.

(v) Acquisition of Advanta Seeds USA LLC:

Company has acquired 100% Sunflower business of Limagrain, Fargo, ND, USA. This
acquisition will further strengthen Advanta’s already existing sunflower breeding
programs across the world. The Sunflower breeding programs represent one of largest
and strongest sunflower breeding groups in the world with major market shares across
Asia, Oceania, Africa, North and South America.

MANAGEMENT :

Felipe Osorio, a Colombian citizen – 20 years experience with agricultural input industry
in USA, Latin America and Asia-Last 14 years with Monsanto – now heads Alianza
Team in Colombia.

Dr.Ganesh Kishore, US citizen – former Chief Biotechnology Officer at Dupont –

Former Chief Biotechnologist and President, Nutrition Sector, Monsanto Company-27
years experience in biotech and seed industry and inventory of major Ag traits.

Sam Dryden, US citizen – investor and developer of Life Sciences ventures with
particular application, scale and commercialization of early stage technologies-currently
Managing Director of Wolfensohn and Co focusing on private equity investments in
biofuels and alternate energy technologies – CEO of Emergent Genetics LLC.
Jonathan Malkin, US citizen – 20 years experience in Ag germplasm – Founder and
Managing General Partner of ATP capital LP, a private equity fund.

Directors:

Jai R. Shroff, 42, a non-resident Indian, is the Chairman of the Company. Jai R. Shroff is
a graduate in Chemistry from Bombay University and he is the executive director of
UPL. He is currently responsible for managing new projects / ventures, planning and
development of new products, international business and strategic alliances with various
parties in different markets.

Vikram R. Shroff, 35, an Indian national, is a Director of the Company. Vikram R.

Shroff is an executive director of UPL. Vikram R. Shroff is an alumnus of the University
of Mumbai, from where he graduated with a degree in Chemistry. Vikram R. Shroff is
also a graduate of Harvard Business School, from where he completed the
Owner/President Management Program. He is currently responsible for human resource
planning, purchase, commercial, marketing (local) and production functions and mainly
looks after cost reduction measures which contribute towards profitability, quality
assurance and productivity of the organization.

V.R. Kaundinya, 52, graduated in agriculture from the A.P. Agriculture University and
obtained Masters in Business Management with specialization in agriculture form Indian
Institute of Management, Ahmedabad. Prior to this appointment he held various senior
positions in Hoechst India, Cyanamid India and as Managing Director, Cyanamid Agro
Ltd., and Emergent Genetics India Limited. He was actively associated with the industry
organizations like Crop Life India, All India Crop Biotechnology Association and
Association of Seed Industry.

Vinod Sethi is the Director of the company since 13th September 2006. He is a Chemical
Engineer from IIT, Mumbai and MBA in finance from Stern Graduate School of
Business, New York University. He has an experience of 12 years working as the chief
investment Officer of the Indian business division of Morgan Stanley and appointed as its
Managing director in 1995. He has also served as the Chief Investment Officer for
Morgan Stanley Asia. Vinod Sethi has considerable experience in investing in secondary
markets, initial public offerings, pre-initial public offerings, private equity and early stage
financing.
Vasant P. Gandhi, was appointed on the Board on 22nd January, 2007 as Independent
Director of the Company. He holds Doctorate in Development Economics from Stanford
University. He has done Post Graduation in Management from IIM, Ahmedabad. He is
having 23 years of Professional Experience and has worked with National Dairy
Development Board (NDDB), Stanford University, World Bank and International Food
Policy Research Institute. He is member of Audit Committee of Advanta India Limited.
Currently he is a Professor at the Indian Institute of Management, Ahmedabad. His
presence in the Board has immensely benefited the Company
Hardeep Singh, was inducted into the Board on 22nd January 2007 as an Independent
Director of the Company. He graduated in Economics from Pune University and has also
done Advance Management Programme from Kellogg School of Management. He is
Chairman of Amalgamated Plantations and also a Honorary chairman of Cargill India
Limited. Prior to joining Cargill, he was the Director of Rallis India Limited, a TATA
Group Company. He was responsible for Rallis predominant Agricultural businesses
including Agrochemicals, Fertilizers and Seeds. During his stewardship Rallis became
India’s largest Agrochemicals business. He also set up the marketing system for TATA
Fertilizers and pioneered the TATA Kisan Kendras. He is an invited member on the
National Council of CII, and Chairs the CII committee on rural markets and
infrastructure. He has been Chairman of the Agribusinesses committee of AMCHAM. He
is a past Chairman of the Committee on Rural Infrastructure at CII and a member the
National Committee for Agriculture of FICCI. He has been an advisor to the Chief
Minister of Punjab on Agriculture Policy.

Financial performance: Consolidated

(Amt in Cores)
2006 2007 2008
Income (Incl. Other income) 304.80 454.88 623.36
EBIDTA 55.99 82.25 113.51
Cash Profit 54.84 56.75 69.25
PAT 49.35 44.46 51.37
EPS 2.90 2.84 3.00
Share Capital 8.40 16.83 16.86
Net Worth 113.81 453.27 459.77
Net Borrowings (net of cash incl. 322.45 260.69 363.28
working capital)
Net Block (Tangible & Intangible) 395.06 522.19 646.74
Advanta India (As standalone, operational entity):

In India, Advanta is growing rapidly. Although Advanta was having presence in all
strategic markets of India, it has shown rapid growth after acquisition by UPL.

During the past couple of years, Advanta has made remarkable presence in Rice,
Sunflower, Maize and Mustard. With acquisition of Golden Seeds and Unicorn Seeds,
company has entered into Vegetable Seeds market.

India Seed Industry and Advanta:

India Seed Market has seen fast technological changes i.e. from open pollinated seeds to
hybrid seeds to genetically modified seeds.

Rice: Hybrid Rice market is growing on an average of 20%-25% CAGR. By the end of
2010, market size is expected to 25,000 metric tones and Advanta is aiming a market
share of 8% to 10%.

Mustard: This market is predominated by open pollinated seeds. Advanta is pioneer in

introducing hybrid mustard seed in India. There are vast opportunities for hybrid mustard
seed by converting OP (as seen in Rice) sown area to hybrid.

Sorghum: Although sorghum market is not showing any growth, bio energy market has
opened up good opportunity for sorghum. This market is fast growing.

Corn/Sunflower: This market is showing steady market growth. Advanta is increasing

its market share by introducing new products.

Cotton: Indian seed industry has seen dramatic shift of cotton seed from hybrid to
genetic modified seed. Advanta is late entry in this segment but making its market
presence steadily.

Research & Development:

Research & Development is the corner stone of their business. R&D strategy involves
realizing genetic gains in their elite, proprietary germplasm at a faster rate and at a higher
quality than their competitors. Company has dedicated team of more than 75 employees
who are focused on the development of new and improved proprietary hybrids based on
their research.

Investment in research and development has been stepped up considerably during 2008
compared to the previous years. Significant amounts have been allocated for
strengthening the biotechnology based research programs.
The main activities for Research & Development are located in Hyderabad. Company has
research locations at different part of India to test the new developed hybrid in different
agro climatic conditions.

A new biotech lab is established at Hyderabad to incorporate the latest biotechnology

products and processes that supports the plant breeding process. It will include transgenic
technology, bioinformatics and genomics capabilities, and cell biology units, to mention a
few. Plant pathology division and grain quality lab Molecular markers will be a vital part
of this cluster of technologies providing gene sequencing capabilities, background
recovery to enhance backcrossing projects, molecular mapping of important traits and
molecular breeding approaches that stabilize genes of interest in early generations and
positive linkage block building got maximizing heterosis. Gene identification,
sequencing and development is another are of activity. All these technologies will be
supported by the latest glasshouse and controlled environment facilities plus associated
laboratory functions.

The company has also stepped up the research investments in vegetables breeding in the
newly acquired businesses.
Research Location / Breeding Biotechnology
Stations
Bangalore Sunflower, Corn, Mustard, Dihaploids for rice, corn and
Rice and Vegetables mustard
Hyderabad Sorghum, Millet, corn, rice Future biotech centre for
and Vegetables molecular marker,
transformation and dihaploid
Statistics support for all services to support crops on a
crops. global and India basis.
Vapi and Ankleshwar Cotton Molecular markers and
transformation supporting
cotton
Sonepat Vegetables

The following are the Research activities for different crops at different centres in India:

Seed Production & Processing:

Hybrid Seed:

Hybrid seeds are produced in farmer’s field through the contract farming agreement with
them. Suitable locations are selected based on productivity of specific hybrid in specific
location. About 60-75% of the production takes place in the states of Andhra Pradesh and
Karnataka. The company issues the basic seed to growers for production of hybrid seeds.
This production is closely monitored and supervised by company’s production staff at
regular intervals to ensure the quality seeds are produced. Once the seeds are harvested
by the farmers, seeds are shipped to the company’s production and processing plants.
Seed Conditioning and Packaging:

Raw seed from farmers field is received at processing plant for cleaning, processing,
treating (with chemicals) and packing.

Processing Facilities:

Company has three processing facilities located at:

 Kalakkal Village, Toopran Mandal, Medak Dist., Andhra Pradesh

 B Camp Post, Krishna Nagar, Kurnool, Andhra Pradesh;
 Leased plant at Bharati Brahma Seeds, Nutankal Village, Medchal Mandal, Ranga
Reddy District, and Andhra Pradesh.

The Kalakkal plant is dedicated for Vegetable seed processing and packing facilities. The
Kurnool and leased plant are exclusive meant for field crop processing.

All the seeds are passes through stringent quality test in the world class quality control
laboratories before taking processing and packing activities.

MARKET:

A. Domestic:

The company sells its field crop products in the brand of Advanta. The vegetable seeds
of the company are sold under the Brand Vigro India through their strong distributor and
dealer network across India.

Crop Variety
Rice Pac 801,Pac 807,Pac 809 , Pac 832, Pac 835, Pac 837
Sunflower Pac 309, Pac 336, Pac 36, Pac 334, Pac 8699 and
Sunny 1 .
Maize Pac 712, Pac 740,Scorpio, Missiles , Pac 784
Millets Pac 509,pac 533, Pac 537 , Pac 909, Pac 931, Jumbo
Mustard Pac 401, Pac 402,coral 432
Forage F. Sorghum Jumbo
Sorghum
Grain Sugar Graze, Jowar CJH-159, Jowar CJH-159-Bulk,
Sorghum Jowar PAC – 501, Jowar PAC-537, Jowar PAC-509,
Jowar PAC-533, Sorghum 395
Hybird Canola Hayola Pac 401
Cotton Aaryan, Speed, Soorya ,Sumo
Vegetables Brinjal, Cauliflower, Tomato, Chilly, Cabbage,
Bittergoud, Watermelon, Sweet corn
Until recently, the company was distributing its products through All India Distributor
Network.

The Company believes in the strong product development function who works
extensively in the fields along with the farmer in the dominant markets to establish the
company’s new products.

The company is pioneer in introducing the first hybrid seed in Mustard in India. The oil
content in this variety is higher as compared to non-hybrid seed. This will result in
generating higher income to the farmers.

Very recently, the company has decided to market its products through a combined force
which includes the employees from UPL and Advanta. This will benefit both the
organizations in terms of focusing the same customer.

Accordingly, all the seeds from Advanta will be invoiced to UPL. UPL will ultimately
invoice it to the distribution channel.
B. Exports:
Company has decided to make India as a major production hub for our premium products
for our subsidiaries in Thailand, Australia and Mauritius. For the first year, the company
has taken up the corn production of Thai varieties in India.