UGRO Capital Limited has announced the convening of its 33rd Annual General Meeting (AGM) on Friday, May 29, 2026, at 11:00 A.M. (IST), to be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The notice, issued pursuant to applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was dispatched electronically on May 7, 2026, to members who have registered their email addresses with the Company, Depositories, and the Registrar and Transfer Agent. Pursuant to Regulation 30 and 47 of the SEBI LODR Regulations, the Company also published a newspaper advertisement on May 8, 2026, in Business Standard (National Daily Newspaper) and Navshakti (Daily Newspaper of the State), confirming completion of dispatch of the AGM Notice and Annual Report for FY 2025-26.

AGM Schedule and E-Voting Details

The key dates and logistics for the 33rd AGM are summarised below:

The Company has engaged National Securities Depository Limited (NSDL) as the authorised agency for facilitating remote e-voting. Mr. Pankaj Kumar Nigam of M/s. Pankaj Nigam & Associates, Practicing Company Secretary firm, Ghaziabad, has been appointed as the Scrutinizer to oversee the voting process.

Ordinary Business Agenda

The ordinary business to be transacted at the AGM includes the following:

• Adoption of Financial Statements: Members will consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company as on March 31, 2026, along with the Directors' Report and Auditors' Report.
• Director Re-appointment: Mr. Rohit Goyal (DIN: 05285518), a Non-Executive (Nominee) Director who retires by rotation, is eligible and has offered himself for re-appointment. Mr. Goyal holds a B-Tech in mechanical engineering from IIT Delhi and is a CFA charter holder, with approximately 20 years of cumulative experience, of which 15 years have been within the financial services sector. He attended 8 out of 10 Board Meetings during FY 2025-26.
• Appointment of Statutory Auditors: M/s G.P. Kapadia & Co., Chartered Accountants (ICAI Firm Registration No. 104768W), is proposed as the new Statutory Auditor for a term of three consecutive years, from the conclusion of the 33rd AGM until the conclusion of the 36th AGM. The outgoing auditors, M/s Sharp & Tannan Associates, Chartered Accountants, were appointed from the 30th AGM and their term expires at the conclusion of the 33rd AGM. The proposed audit fee for FY 2026-27 is Rs. 73 lakhs for audit, Rs. 12 lakhs for certification, and Rs. 5 lakhs for Tax Audit, plus applicable taxes and reimbursement of out-of-pocket expenses. The Board has noted there is no material change in fee payable to the new auditor compared to the outgoing auditor.

Re-appointment of Vice Chairman and Managing Director

A key item of special business is the proposed re-appointment of Mr. Shachindra Nath (DIN: 00510618) as Vice Chairman and Managing Director for a further term of five years, effective June 22, 2026. Mr. Nath was first appointed as Managing Director with effect from June 22, 2018, and was re-appointed for a three-year term from June 22, 2023, which is due to expire on June 21, 2026. He holds a B.Com (Hons.) and LL.B. from Banaras Hindu University and has a professional career spanning approximately three decades across financial services. He attended all 10 out of 10 Board Meetings during FY 2025-26.

Under Mr. Nath's leadership, the Company's assets under management have grown to approximately INR 15,500 Crores between 2018 and 2026, and the Company has expanded to more than 300 locations pan-India. The Company has also raised approximately INR 1,900 Crores of growth capital during his tenure. Mr. Nath, together with Promoter Group entities, has extended personal and corporate guarantees aggregating approximately INR 2,750 Crores on a sanctioned basis, with an outstanding guaranteed exposure of approximately INR 1,830 Crores, in favour of the Company's lenders, without receiving any guarantee commission or fee.

The proposed remuneration structure for Mr. Nath is detailed below:

For reference, Mr. Nath's remuneration in FY 2025-26 comprised a Total Fixed Cost of INR 5,00,00,000 per annum effective April 1, 2025, revised to INR 7,00,00,000 per annum effective October 1, 2025, with an average cash fixed cost for FY 2025-26 of INR 6,00,00,000.

Variable Compensation Framework and ESOP Extension

A separate special resolution (Item No. 6) seeks member approval for a framework permitting payment of variable compensation components to Mr. Nath, including a Share Price based Variable Pay component linked to the appreciation in the closing price of the Company's equity shares over a defined reference period. This framework is proposed in the context of Mr. Nath's ineligibility, as a Promoter in control, to participate in any employee stock option plan or similar equity-linked compensation programme. The detailed structure, performance metrics, deferral terms, and malus and clawback provisions of any such variable compensation will be determined by the Board on the recommendation of the Nomination and Remuneration Committee (NRC).

Item No. 7 proposes extension of the UGRO Capital Employee Stock Option Scheme-2022 to eligible employees and directors of the Company's subsidiary companies. The Board approved the acquisition of Profectus Capital Private Limited, which became a wholly owned subsidiary on December 8, 2025, and the acquisition of Datasigns Technologies Private Limited (DTPL), which became a wholly owned subsidiary on March 18, 2026. The extension of ESOP benefits to subsidiary employees is intended to ensure uniformity across the UGRO Group and align employee interests with the Company's performance.

Company Financial Performance

The following table presents the Company's financial performance over the last three years (Rs. in Lakhs):

The Company reported a Return on Assets (ROA) of 2.1% and Return on Equity (ROE) of 7.4% as of March 31, 2026. The AGM notice and Annual Report for FY 2025-26 are available on the Company's website at www.ugrocapital.com , as well as on the websites of BSE Limited and National Stock Exchange of India Limited.

UGRO Capital Limited has announced a change in its senior management, disclosing the resignation of Mr. Sharad Agarwal as Chief Operations & Technology Officer and the appointment of Mr. Satyabrata Mohapatra as Chief Operations Officer, both effective May 5, 2026. The disclosure was made pursuant to Regulation 30 and 51 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Leadership Transition Details

The key changes in senior management are summarised below:

Mr. Agarwal, in his resignation letter addressed to the Chief Executive Officer, stated that he is pursuing an alternate career opportunity. He confirmed that he will serve his notice period as per the contract/company's policy and will ensure a smooth transition and handover of the function.

Profile of the Incoming Chief Operations Officer

Mr. Satyabrata Mohapatra has been with UGRO Capital for over four years, serving as Head - Operations and Customer Service prior to this appointment. During his tenure, he has been instrumental in building and scaling the Operations and Customer Service functions. He has managed a broad range of operational areas, including:

• Branch Operations
• Central Operations
• Co-lending Operations
• Treasury Operations
• P&A/SCF Operations
• Audit

Before joining UGRO Capital, Mr. Mohapatra served as Central Head - Retail Asset Operations at Aditya Birla Housing Finance Ltd. He brings 20 years of work experience to his new role. Mr. Mohapatra holds an Advanced Diploma in Networking & Software from NIIT Hyderabad and a Bachelor of Science (B.Sc.) degree.

Regulatory Disclosure

The intimation was signed by Satish Kumar, Company Secretary and Compliance Officer of UGRO Capital, and has been uploaded on the company's website. The disclosure includes the details required under Regulation 30 of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, pertaining to changes in senior management.