Ugro Capital Ltd

Debenture Allotment

• Allotment of 1,37,000 senior, secured NCDs aggregating INR 137 crore approved.
• Issuance via private placement; listed on BSE Wholesale Debt Market.
• Tenure 13 months from allotment; maturity 30 October 2027.
• Coupon rate 9.75% p.a.; monthly interest payments.
• Security: first-ranking pledge over pledged shares in favor of Debenture Trustee.
• Redemption: pari passu; principal repaid in 13 months from deemed allotment.
• Default interest: 2% p.a. over coupon rate.

UGRO Capital Limited trading window closed from 01 October 2026 till 48 hours after declaration of unaudited financial results for the quarter and half year ending 30th September 2026

Resignation of Company Secretary & Compliance Officer

• Resignation of Mr. Satish Kumar as Company Secretary and Compliance Officer, Sept 28, 2026, to pursue alternate career.

Allotment Details

• Investment and Borrowing Committee approved CP allotment on 25 September 2026.
• Tenure: 180 days; face value Rs 5,00,000 per CP.
• Issue price Rs 478,751.50; total issue value Rs 296,825,930.
• Redemption date 24 March 2027; redemption value Rs 310,000,000.
• ISIN INE583D14AA4; IPA: Yes Bank Limited.
• Listed/Unlisted: Proposed to be listed.
• Allotment date: 25 September 2026.

Meeting Details

• Date: 28 September 2026; Virtual group meeting.
• Event: Arihant Bharat Connect Conference – Rising Stars, Sep 2026.

Participants

• Key company participants: Senior management to interact with analysts/investors.

Purpose

• Purpose: General investor/analyst interaction.

Additional Notes

• Info will be available on UGRO Capital's website.

Purpose

• Amalgamation scheme between Profectus Capital Pvt Ltd and UGRO Capital Limited, plus their shareholders and creditors.

Key resolutions

• Approval of the amalgamation scheme between Profectus Capital Pvt Ltd and UGRO Capital Ltd and their shareholders.

Voting outcome

• Promoter Group: 100% in favour; zero against.
• Public Institutions: 100% in favour; zero against.
• Public Non-Institutions: 99.998% in favour; 1,071 against.
• Total: 99.9983% in favour; 1,071 against.

Impact on shareholders/creditors

• Material impact: scheme approval; specific capital structure effects not detailed in filing.
• Exchange ratio and listing status not disclosed.

Next steps

• NCLT sanction and remaining regulatory approvals required; timeline not disclosed.

Purpose of Meeting

• Scheme of Amalgamation between Profectus Capital Private Limited and UGRO Capital Limited under Sections 230-232.

Key Resolutions/Business

• Equity, Secured, and Unsecured Creditors approved the Scheme.

Voting Outcome

• Equity: promoter group in favour; 9 votes against (0.002%).
• Secured creditors: majority in favour; 8 votes against (0.004%).
• Unsecured creditors: majority in favour; 3 votes against (0.016%).

Shareholder/Creditor Impact

• Scheme amalgamates PCPL into UGRO Capital; potential changes to capital structure per the scheme; exchange ratio not disclosed.

Next Steps

• Await final NCLT sanction for the scheme to become effective.

Capital / Securities Update

• IBC approved CP allotment on 17 Sep 2026.
• Commercial Papers proposed to be listed.
• Allotment date: 17 September 2026.
• Tenor: 96 days.
• Face value per CP: Rs 5,00,000.
• Issue price per CP: Rs 4,88,563.50.
• Issue value Rs 14,65,69,050.
• Redemption date: 22 December 2026.
• Redemption value: Rs 15,00,00,000.
• ISIN: INE583D14998.
• IPA: Yes Bank Limited, Mumbai.

Fundraising and use of proceeds

• UGRO raised INR 380 crore via 38,000 senior secured NCDs, fully subscribed by FMO.
• Five-year tenor aligns with UGRO's long-duration secured lending to Tier-3 towns.
• Proceeds earmarked for women-owned/led, youth-owned/led, rural SMEs, and eligible green projects.

Funding base and scale

• FMO cumulative UGRO commitment is INR 890 crore; total development finance and impact capital exceed INR 1,300 crore.

Growth and operations (Q1 FY27)

• GRO disbursed INR 1,853 crore in Q1 FY27.
• GRO AUM rose 32% QoQ to INR 3,003 crore; GROx active customers ~3.4 lakh; >60,000 loans/month.

Network and portfolio profile

• 317 Emerging Market branches across 13 states.
• 46% of total AUM from Emerging Market + GROx as of 30 Jun 2026.

Impact metrics

• 76% borrowers with woman owner or co-owner; 88% revenue growth post-financing; direct livelihoods ~2 lakh.

Ticket size and sector mix

• Average loan sizes: Emerging Market ~INR 18 lakh; GROx ~INR 1 lakh.
• Sector AUM: Clean energy 374cr; Healthcare 430cr; Water and sanitation 268cr; Education 102cr.

Funding sources

• Development finance and impact debt raised to date over INR 1,300 crore from 11+ institutions; FMO cumulative INR 890 crore.