Classification: Confidential

7th February ‘2022

Mr. Deepak Jha

29 Mall Road,
Sarada Housing complex
4B 4th Floor Block 3 Phase 1
Kolkata 700080

Dear Deepak,
Sub: Appointment Letter

We are pleased to appoint you to the post of Zonal Head – Digital Channel Expansion in
Nurture AgTech Pvt. Ltd., a subsidiary of UPL Limited. Please find below the terms and conditions
of your employment.

1. Your position will be in the capacity of Zonal Head – Digital Channel Expansion with
date of Joining as 7th February ‘2022 and your present place of employment will be
Pune. You will report to Mr. Vishal Dubey.

2. Your Annual Fixed Salary is INR 27,27,273/- (Indian Rupees Twenty Seven Lakhs Twenty
Seven Thousand Two Hundred and Seventy Three only). Your Annual Target variable pay is
10% of your Annual Fixed salary subject to your achievement of key goals and d deliverables
as discussed and agreed with the Business Head. Statutory deductions of taxes and other
witholdings as applicable by law or the policies of Nurture AgTech will be applicable. Annexure
A to this appointment letter contains the detailed breakup of your salary.

3. A review of salary package will take place in the subsequent Annual Compensation Cycle.

4. Either side may terminate the agreement by giving three months notice in writing or salary in
lieu thereof to the other. The other side is not entitled for any damages for such premature
termination.

5. Salary and Perks as applicable to you are given in ‘Annexure A’. The payment of your salary
will be subject to deduction of Income Tax, provident fund and ESIC as per the mandatory
rules as may be applicable. In the event of you leaving the organisation before the end of
the two years period the entire amount of the joining expenses including the notice period
buy out, if any paid to you will be recovered from you on a pro-rata basis during the
settlement of your dues.

6. You will be governed and abide by the service rules and regulations of the company and UPL
Group which would in force as amended by us from time to time, provided however, in the
event there is a conflict between the UPL Group service, rules and regulations and the service
rules and regulations of the Company, the service rules and regulations of the Company shall
prevail.

7. You may be required to travel to other locations as may be determined by the Company from
time to time.
Classification: Confidential
 ::2::
8. You shall,

a. diligently, faithfully and to the best of your skill and ability to serve the Company and
perform all the duties entrusted to you from time to time. Obey and comply with all orders
and directions given to you by the Company and faithfully observe all the rules, regulations
and arrangements of the Company for the time being in force.

b. give and devote the whole of your time exclusively to your duties with the Company and
while serving the Company shall not engage without prior consent in writing of the
Company directly or indirectly with or without remuneration in any trade, business,
occupation, employment, service or calling, nor shall you undertake any activities which
are contrary to or inconsistent with your obligation, under these conditions of service or the
Company's interests.

c. You will be the whole time employee of our Company and throughout the term of your
service you will not directly or indirectly take up any employment or provide any service or
carry on any business either in partnership or otherwise with any organisation, firm or
company or individual.

d. not at any time either during the continuance of your service or at any time thereafter except
by the prior direction in writing of the Company divulge or disclose either directly or
indirectly to any person, firm or body corporate any knowledge or information which you
may acquire during the course of or incidental to your employment concerning the affairs
or the property of the Company or any activity, business or transactions in which the
Company may be or may have been concerned or interested whether directly or indirectly.

9 If you commit any breach of any of the conditions of service or shall be for a period of three
months permanently incapacitated by sickness or otherwise from attending to business or
shall neglect to attend to your duties or otherwise misconduct yourself, the Company may
dismiss you summarily from your employment and terminate your service.

10. The Company shall be entitled to terminate your service at any time without any notice or
payment in lieu of notice in case of any act of misappropriation of money of the Company
and/or disobedience or insubordination in the discharge of your duties and/or breach of any
of the conditions of service. The Company's opinion as to whether any of the events
mentioned herein has occured shall be final and binding upon you and you shall not be entitled
to question or challenge the same on any grounds whatsoever.

11. We reserve our right to deduct any money due and payable by you to us from the dues
payable to you by us. Further you are entited for such dues on return of all assets, properties
of the Company lying with you to us in case of cessation of your employment for any reason
whatsoever.

12. Upon the termination of your service, you shall hand over your charge to the person
nominated for this purpose by the Company and deliver all such articles and assets of the
Company movable or immovable as may be in your possession including all papers,
documents relating to the business or affairs of the Company and all correspondence either
addressed to you by the Company or received by you for and on behalf of the Company and
will not retain any copies or extract there from.
 ::

::3::

13. The company strongly values and protects its technology and knowledge base. Since the job
being offered may involve sharing information and/or developing the technology knowledge
base it is imperative that the company protects its interest in this area. For this it is imperative
that in the eventuality that you cease to be an employee of the company for any reason
whatsoever, you are liable to disclose the name and business of the company you intend to
join. In case we perceive that the company you are propose to join a competitor, is in a
competitive environment where there could be involuntary/inevitable disclosure of
technology/knowledge base gained in UPL, you agree to not join the competitor for a period
of twelve (12) months immediately following the your relationship with the Company and for
that period of twelve (12) months that you remain unemployed the company will pay you a
compensation at the rate of the last drawn salary.

14. During the tenure of this agreement or thereafter, you will at all times, observe secrecy in
respect of business data, details of the agents, suppliers, purchasers, sources of supplies,
sales projections, production projection, budget details, business secrets and/or any other
details of the Company and/or any possession which according to the Company are
necessarily confidential and form valuable property of the company and not make available
to trade and furthermore you will not disclose them without authority of the Company to
anyone other than the Company’s Officers authorised to receive them and that even after you
have ceased to be in the services of the Company, you shall not disclose them to anyone.

15. All the Intellectual property rights developed during the course of the employment will vest
with the Company. You will execute all the documents as may be necessary to vest such
rights on the Company. Further, you will assign to the Company your entire right, title and
interest in any invention or improvement that you might take solely or jointly with others in the
course of your employment with the company, relating to any
and all products manufactured or marketed or leased or developed and that you will perform
any acts and execute such documents without expenses to you, which in the
judgement of the company or its attorneys may be needful or desirable to secure to the
company the best patent protection and any all rights relating to such invention or
improvement.

16. Misconduct : In case you are charged for any criminal offences under Indian Penal Code
and/or any other Acts, during your tenure, you will be liable to suspended without pay for such
period as the Company may deem fit. If the charges are proved
against you, you will be liable for dismissal forthwith notwithstanding any clauses of this
Appointment Letter.

17. You will execute Confidentiality agreement with us as per the specimen made available by us
to you.

18. You have correctly and truthfully made disclosure of all past and present health related issues
which may adversely affect the performance of your job responsibilities at the Company.
Such disclosure should include any chronic conditions, illness or disease which you currently
have or you had in the past that is likely to adversely affect the performance of your job
responsibilities at the Company.

19. The above referred appointment is made on the basis of the details made available about
your qualification and experience and/or any other information given by you to the company.
We would be verifying your credentials through reference checks and background verification.
In the event of such details found to be false/incomplete at any time, we reserve our right
 ::4::

to terminate this agreement without assigning any reason and any notice to you.

20. You agree that, on or before the cessation of your employment with us, you will deliver to the
Company (and will not keep in your possession, recreate or deliver to anyone else) any and
all devices, records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings blueprints, sketches, materials, equipment, other documents or property, or
reproductions of any aforementioned items developed by you pursuant to your employment
with the Company or otherwise belonging to the Company.

21. You agree that for a period of twelve (12) months immediately following the termination of
your relationship with the Company for any reason, whether with or without good cause or for
any or no cause, at the option either of the Company or yourself, with or without notice, will
not hire any employees of the Company and will not, either directly or indirectly, solicit, induce,
recruit or encourage any of the Company’s employees to leave their employment, or take
away such employees, or attempt to solicit, induce, recruit, encourage or take away
employees of the Company, either for yourself or for any other person or entity.

22. You agree that during the course of your employment and for a period of twelve (12) months
immediately following the termination of your relationship with the Company for any reason,
whether with or without good cause or for any or no cause, at the option either of the Company
or yourself, with or without notice, you will not, either directly or indirectly, interfere with the
Company’s contracts and relationships, or prospective contracts and relationships, including,
but not limited to, the Company’s customer or client contracts and relationships.

23. Without prejudice to any other rights or remedies that the Company may have against you,
the Company shall be entitled to deduct from any sum payable to you under your
conditions of service, the amount of any loss or damage the Company may have sustained
in consequence of any of your acts and/or defaults.

24. So long as you are in the employment of the company you will at all times, observe secrecy
and confidentiality and will not divulge, disclose or make known to any unauthorised person
within or outside the company, nor will you unauthorisedly use any knowledge or information
in respect of manufacturing, technical trade or business data (including manufacturing
processes, technical know-how, customer information, business plans and like matters) which
are necessarily confidential and have come to your knowledge and possession. You will also
not remove any such information in any form whatsoever from the company premises, nor
copy or transmit the same unauthorisedly nor will you grant permission to assist, permit entry
to, or in any manner co-operate with any unauthorised person for the purposes of accessing,
obtaining, copying, transmitting or removing the above. Even after the cessation of your
employment with the company, you will not divulge, disclose, or remove in any manner
whatsoever confidential information of the type described above of which you were in
possession whilst in service to the detriment of the Company. You will also observe all the
confidentiality measures which are existence in Information Security Policies and Procedures
or which may be enforced from time to time, as well as directions as to confidentiality marked
on any communication, document, computer floppy/ CD/ USB Drive, etc. You shall indemnify
and hold Company harmless and indemnified against any damage or loss caused to the
Company on account of breach of confidentiality on your part. These confidentiality provisions
shall survive the separation of your employment with the Company, either by way of
retirement or termination or otherwise.
 ::5::

25. In addition to your fulfilling the requirement the requirement of secrecy and confidentiality as
specified herein, also during your employment with the Company, you shall not engage in any
vocation, training, employment, consultancy, business, transaction, or any other activity,
which is in conflict with the interest of the Company, in any capacity whatsoever either on
your own or in association with any other individual/ firm/ institute/body corporate, etc.,
whether for any consideration or not.

26. You will devote your full attention exclusively to the duties entrusted to you from time to time
by the Company and while in service of this Company you will not work for any person or
Company in any capacity either for any consideration or otherwise, nor do any private
business without obtaining prior permission of the Company in writing,
provided however, you may, with the prior written approval of the company (which may reject
such approval in its sole discretion), be on the board or boards of one or more company
provided (a) your role is limited to being a non-executive member of such board,(b) the
company on whose board you propose to be on is not a direct or indirect competitor of the
company or UPL Group,(c) your role with such organisation is not in violation of any of the
companies or UPL Groups policy or and (d) the aggregate amount of time that you spend on
one or more such engagement is not more than (10) hours in a month.

27. The Company shall at all times have the right to access and monitor all e-mails / data created,
sent/ received or stored by you using Company facility and on Company’s system at any time
without giving you any prior notification. All such data and information shall be the property of
the Company at all times.

28. You shall endeavour to uphold the good image of the Company and shall not by your conduct
adversely affect the reputation of the Company and bring disrepute to the Company, in any
manner whatsoever.

29. You shall, on ceasing to be employee of the Company, forthwith return all Company properties
movable and immovable including, without limitation, all Company information, files, reports,
memoranda, software, credit cards, door and file keys (passwords), computer access
codes(passwords) and such other property which you received or in possession or prepared
in connection with your employment with the Company. Further on RETURN OF Company’s
properties to the Company and on handing over the charges on termination of this agreement
to the concerned person/s alone, dues payable under this agreement to you will become
payable.

30. You will be subject and abide by all the rules, regulations and policies (including the
Information Security Policies and Procedures) of the Company, which exists and may be
revised from time to time without prior notice, as per the management’s discretion.

31. Any Information Security incident resulting from non-compliance with Information Security
Policies and Procedures will result in appropriate disciplinary action including warning,
termination and legal action against the concerned employee(s).

32. The Company may add and/or alter and/or modify and/or delete any of the terms and
condition(s) of this letter during continuance of your employment without assigning any reason
thereof.
 ::6::

33. You will at all times adhere to Company’s safety and environmental policies and regulations
and implementall relevant quality initiatives.

34. Your assignment is transferable to any place in India and abroad in any of our factories/ offices
including to any of our group Company and/or sister concerns.

35. Any change in your residential address and/or marital status and/or any other details made
available to us, should be notified in writing forthwith to the Company.

36. You will retire on attaining the age of 60 years.

37. You will be subject to and abide by UPL Group’s code of Conduct that will be made available
online.

38. This agreement is intended to replace all other written and oral arrangements / agreements
and understandings between you and the Company relating to your employment.

We take this opportunity to welcome you to our organisation and wish you all the best in your
endeavour. We look forward to working with you in the many years to come.

Please return the duplicate of this letter duly signed by you in token of having accepted the above
terms and conditions.

We look forward to a long and fruitful association.

For NURTURE AGTECH PRIVATE LIMITED I Agree to the above

Sinay Choudhary Candidate Signature

Global HR Shared Services Head Candidate Name
 7th February ‘2022

Annexure - A

Name : Deepak Jha

Designation: Zonal Head - Digital Channel Expansion
Business Unit: Nurture Agtech
Function Retail
Location: Pune
Fixed CTC Proposed 2,727,273
Total CTC 3,000,000

Indian Rupees
Salary Components Details
Per Month Per Annum

A. Pay Components

Basic 72,844.00 874,127

House Rent Allowance 50% of Basic 36,422 437,063
Balance, cannot
Special Allowance 109,266 1,311,191
be negative
Total Fixed Monthly Components 218,532 2,622,381

B. Monthly Flexi Basket Pay

Leave Travel Allowance
You can choose from the components within the prescribed limits
Education Allowance
Cash Perk
National Pension Scheme
Total Monthly Flexi Basket Pay - -

C. Retiral Benefits

Provident Fund 12% of Basic 8,741 104,892

Total Retirals 8,741 104,892

Annual Fixed Salary (A+B+C) 227,273 2,727,273

D. Annual Variable Compensation

Target Annual Variable Pay (% p.a

10% 22,727 272,727
on annual fixed CTC)

Annual CTC (A+B+C+D) 250,000 3,000,000

Additional:

Gratuity As per Act 3,504 42,046

Health Insurance 1,000,000

100 months of
Accidental Insurance 7,284,400
Basic

Term Policy 1.5x Fixed CTC p.a or 1cr whichever is higher