UGRO Capital: PAC Group Files Delayed SAST Disclosure After Crossing 5% Shareholding Threshold

A Persons Acting in Concert (PAC) group has filed a delayed disclosure under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations after their collective shareholding in ugro capital crossed the 5% threshold. The group, led by Zodiac Wealth Advisors LLP and comprising members of the Patni family, submitted the voluntary disclosure on March 27, 2026.

Shareholding Details and Trigger Event

The PAC group's aggregate shareholding reached 5.03% of UGRO Capital's total paid-up equity capital on February 09, 2026, when their holdings crossed the regulatory threshold. The group collectively holds 79,52,860 equity shares acquired through market purchases using their own funds.

Parameter:	Details
Trigger Date:	February 09, 2026
Disclosure Date:	March 27, 2026
Total Shares Held:	79,52,860 equity shares
Shareholding Percentage:	5.03%
Acquisition Mode:	Market purchase
Delay Period:	33 working days

PAC Group Composition and Individual Holdings

The PAC group comprises 23 entities, with Zodiac Wealth Advisors LLP holding the largest individual stake at 1.12%. The group includes various family trusts, individual members of the Patni family, and several Limited Liability Partnerships (LLPs). No individual member holds more than 1.12% of the company's shares.

Top PAC Members:	Shares Held	Percentage
Zodiac Wealth Advisors LLP:	17,70,442	1.12%
Shruti Arihant Patni:	7,92,652	0.50%
Vardhaman Patni Trust:	7,24,039	0.46%
Hreyansh Patni Trust:	6,17,739	0.39%
Rajanikanta Gajendrakumar Patni:	5,60,729	0.35%

Delayed Filing and Explanation

The PAC group acknowledged the delayed filing, explaining that the oversight occurred due to inadvertent computation errors at the aggregate level. While each member individually held well below the 5% threshold, the collective holding triggered the disclosure requirement. The group emphasized that the delay was unintentional and not motivated by any desire to conceal information from markets or regulators.

The entities have implemented internal monitoring mechanisms to ensure timely compliance with future SAST disclosure obligations. They clarified that they are public shareholders with no relationship to UGRO Capital's promoter group and do not seek to acquire control of the company.

Investment Purpose and Future Plans

The PAC group stated that their investment in UGRO Capital is for long-term portfolio purposes with no intention to acquire control. They confirmed that their shareholding does not exceed thresholds that would trigger open offer obligations under SAST Regulations. The group indicated no plans for further acquisitions and emphasized their independence from the company's promoter group.

Holdings Summary:	Before Acquisition	After Acquisition
Shares with Voting Rights:	76,60,960 (4.84%)	95,64,755 (6.05%)
Shares Acquired:	-	19,03,795 (1.20%)
Encumbered Shares:	0	0
Other Voting Rights:	0	0

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.56%	-3.40%	-19.54%	-51.21%	-46.22%	-20.37%

Ugro capital Limited has completed the allotment of USD 20 million senior secured foreign currency bonds through private placement, as approved by the Investment and Borrowing Committee of the Board of Directors on March 27, 2026. The bond issuance represents a significant fundraising initiative for the financial services company.

Bond Structure and Specifications

The company has allotted up to 2,000 senior, secured, rated, listed, redeemable United States dollar denominated non-convertible foreign currency bonds. Each bond carries a face value of USD 10,000, collectively aggregating to USD 20 million through private placement.

Parameter:	Details
Bond Type:	Senior, secured, rated, listed, redeemable USD denominated non-convertible
Face Value:	USD 10,000 per bond
Total Issue Size:	USD 20 million
Number of Bonds:	Up to 2,000
Issue Method:	Private placement
Listing Exchange:	India International Exchange IFSC Limited

Tenure and Payment Structure

The bonds carry a tenure of 48 months from the deemed date of allotment on March 27, 2026, with maturity scheduled for March 27, 2030. The coupon rate is set at 300 basis points plus Term SOFR, to be determined on the quotation day.

Timeline:	Details
Allotment Date:	March 27, 2026
Maturity Date:	March 27, 2030
Tenure:	48 months
Interest Payment:	Semi-annual basis
Redemption Schedule:	Three semi-annual installments beginning March 27, 2029

Security and Redemption Terms

The facility will be secured by a first ranking exclusive charge over identified book debts in favor of the Security Trustee, maintaining a security cover of at least 110% of principal and interest outstanding at all times. The book debts are identified based on eligibility criteria prescribed by the bondholders.

The redemption structure includes 25% redemption at the end of 36 months, 25% at the end of 42 months, and 50% redemption at par upon the relevant maturity date. In case of payment delays exceeding three months, the coupon rate increases by 2.0% per annum above the interest rate on outstanding principal amount until the default is cured.

Regulatory Compliance

The allotment has been conducted pursuant to Regulation 30 and 51 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The bonds do not carry any special rights, interests, or privileges attached to the instrument. The company has confirmed no current issues regarding payment or non-payment of interest or principal, with no cancellation or termination of the securities issuance proposal.