Ugro Capital allotted ₹380 crore of senior secured non-convertible debentures (NCDs) on August 28, 2026, through a private placement. The issuance carries a 10.20% annual coupon rate.

The company’s Investment and Borrowing Committee approved the allotment via resolution by circulation. The securities are listed on the Wholesale Debt Market segment of BSE Limited.

Instrument Details

The issue comprises 38,000 debentures with a face value of ₹1 lakh each. The total nominal value stands at ₹380 crore. Interest is payable semi-annually.

Repayment Structure

Principal repayment occurs in five instalments starting in 2029. The final redemption date is August 28, 2031. The schedule includes payments in August 2029, February 2030, August 2030, February 2031, and August 2031.

Security Coverage

The debentures are secured by a first-ranking exclusive charge over hypothecated assets. This includes present and future identified receivables. The value of these assets must remain at least 1.1 times the outstanding principal plus accrued interest throughout the tenure.

Default Provisions

If payment obligations are missed for more than three months, the company must pay default interest. This penalty is set at 2% per annum over the coupon rate on unpaid amounts until cured.

Ugro Capital Limited has dispatched physical letters containing web-links and QR codes to equity shareholders and creditors whose email addresses are not registered or available with the company, depositories, or registrar and transfer agents. These communications provide access to the notice, explanatory statement, and annexures for the upcoming meetings regarding the Scheme of Amalgamation with Profectus Capital Private Limited.

The intimation was issued on August 18, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It supplements the company's earlier disclosure on August 14, 2026, which announced the scheduling of separate meetings for equity shareholders, secured creditors, and unsecured creditors. The meetings are convened in compliance with the National Company Law Tribunal (NCLT), Mumbai Bench order dated August 6, 2026.

Meeting Schedule and Voting Details

The three separate meetings will be held sequentially on Tuesday, September 22, 2026, through video conferencing or other audio-visual means (VC/OAVM):

• Equity Shareholders: 10:30 am IST
• Secured Creditors (including Secured Non-Convertible Debentures): 12:15 pm IST
• Unsecured Creditors (including Unsecured Non-Convertible Debentures): 2:30 pm IST

Remote e-voting is available from September 19, 2026, at 9:00 am IST until September 21, 2026, at 5:00 pm IST. The cut-off date for e-voting eligibility is September 15, 2026, for equity shareholders and March 31, 2026, for both secured and unsecured creditors.

Access to Meeting Notices

Shareholders and creditors who received electronic notices can access the documents via the provided web-link or QR code. Those who did not receive electronic communication due to missing email records have been sent physical letters with the same access details. The notice and explanatory statement are also available on the company’s website at www.ugrocapital.com , as well as on the websites of the National Stock Exchange of India Ltd., BSE Limited, and NSDL.

Merger Context

This corporate action follows Ugro Capital’s Q1FY27 earnings call in August 2026, where management confirmed that stock exchange approvals for the merger had been received and the scheme filed with the NCLT. The company had previously projected the merger to conclude by February 2027, potentially earlier in Q3FY27. Post-merger, capital adequacy on a merged basis is expected to stand at 23–24%, compared to 21% on a standalone basis.

The amalgamation is structured under Sections 230 to 232 read with Section 52 of the Companies Act, 2013. It involves a non-cash accounting adjustment to set off goodwill and reassess the carrying value of spread assets, which may reduce reported net worth but will not impact regulatory capital adequacy.