UGRO Capital Limited conducted its 33rd Annual General Meeting (AGM) on May 29, 2026, through video conferencing, resulting in the approval of six resolutions and the rejection of one special resolution concerning executive compensation. The meeting commenced at 11:00 A.M. IST and concluded at 11:13 A.M. IST. Scrutinized by M/s Pankaj Nigam and Associates, Company Secretaries, the meeting saw significant participation from public institutions and non-institutions, with the total votes polled reaching 90,930,788 shares.

Voting Overview

The remote e-voting process was open from May 26, 2026, to May 28, 2026, followed by e-voting during the AGM. The total number of shareholders on the cut-off date of May 22, 2026, was 40,041. The voting rights were determined based on shareholding as of the cut-off date. The table below summarizes the voting results for the key resolutions passed during the meeting.

Ordinary Business Outcomes

Shareholders approved the adoption of the audited standalone and consolidated financial statements for the year ended March 31, 2026. The resolutions received overwhelming support, with over 99.99% of votes polled in favour. Mr. Rohit Goyal was re-appointed as a director, retiring by rotation, with 99.56% of votes in favour. Additionally, G.P. Kapadia and Co., Chartered Accountants, were appointed as statutory auditors.

Special Business and Executive Compensation

The re-appointment of Mr. Shachindra Nath as Vice Chairman and Managing Director was approved, receiving 55.99% of votes in favour. However, the special resolution to approve the payment of variable compensation components and the unpaid portion of fixed compensation for Mr. Shachindra Nath did not pass. The resolution received 55.99% votes in favour, falling short of the required three-fourths majority of the total valid votes cast needed for a special resolution.

Employee Stock Options

A special resolution to approve the grant of employee stock options to employees of the subsidiary under the UGRO Capital Employee Stock Option Scheme – 2022 was passed with 99.56% of votes in favour. This approval allows the company to issue stock options to eligible employees of its subsidiary.

UGRO Capital has allotted Non-Convertible Debentures (NCDs) worth ₹200 crore to strengthen its borrowing capabilities. The Investment and Borrowing Committee of the Board of Directors approved the issuance of 2,00,000 secured, rated, and senior NCDs on May 26, 2026. These debt instruments carry a coupon rate of 9.75% per annum, with interest payable on a monthly basis, offering a fixed income stream to investors.

Key Details of the Allotment

The debentures were issued via private placement and are denominated in Indian Rupees with a face value of ₹10,000 each. The issuance is part of the company's strategy to raise funds through debt securities, backed by specific asset security. The NCDs are proposed to be listed on BSE Limited, providing liquidity to the investors.

Financial and Structural Metrics

Security and Default Terms

The NCDs are secured by a first-ranking, pari-passu, and floating charge on the company's assets. This includes rights on receivables from the sale or lease of present and future identified equipment, cash and cash equivalents, investments, and unencumbered loan receivables or book debts. In the event of a delay in payment of interest or principal for more than three months, the company will pay the coupon rate plus an additional 2.0% per annum as penalty.