UGRO Capital Limited has successfully completed its postal ballot process for the appointment of a new Non-Executive Director, with shareholders demonstrating strong support for the corporate governance initiative. The company submitted the voting results to stock exchanges on March 13, 2026, following the conclusion of the e-voting period.

Postal Ballot Details and Timeline

The postal ballot process was conducted entirely through electronic voting, with the notice dated February 07, 2026, being dispatched to shareholders on February 09, 2026. The e-voting period commenced on February 11, 2026, at 9:00 a.m. IST and concluded on March 12, 2026, at 5:00 p.m. IST. The company engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process.

Appointment Resolution and Voting Results

The sole agenda item was an Ordinary Resolution for the appointment of Mr. Ramanathan Subramanian Arun Kumar (DIN: 09101691) as a Non-Executive (Nominee) Director of the company. The resolution received overwhelming support from shareholders across all categories.

Shareholder Participation and Compliance

A total of 153 members participated in the e-voting process, representing 47,785,103 shares, which constituted 34.1669% of the total outstanding shares. The postal ballot notice was sent electronically to 38,182 members who had registered their email addresses with the depositories. For shareholders without registered email addresses, public notices were published in "Business Standard" (English) and "Navshakti" (Marathi) newspapers on February 09, 2026.

Scrutinizer's Confirmation

CS Pankaj Kumar Nigam of Pankaj Nigam & Associates served as the scrutinizer for the postal ballot process. The scrutinizer confirmed that all regulatory requirements under Section 108 and 110 of the Companies Act, 2013, and related rules were duly complied with. The resolution was deemed passed on March 12, 2026, the last date of voting.

Share Capital Considerations

The total share count of 139,857,828 includes 2,472,820 equity shares (1.77% of share capital) held by UGRO Employees Benefit Trust, whose trustees are not entitled to vote under SEBI regulations. Additionally, the company had approved conversion of Compulsorily Convertible Debentures into equity shares totaling 152,38,108 shares between November 2025 and January 2026, but these were not included in voting results as trading approval was pending as of the cut-off date.

UGRO Capital Limited's Investment and Borrowing Committee has approved a comprehensive debt fundraising plan worth up to ₹465 crores plus USD 20 million through multiple instruments. The committee meeting held on March 11, 2026, concluded the deliberations that were announced on March 6, 2026, regarding fundraising through Non-Convertible Debentures and Bonds on a private placement basis.

Approved Debt Instruments

The committee approved four distinct debt instruments with varying tenures and interest rates. The fundraising structure includes both secured and unsecured instruments denominated in Indian Rupees and US Dollars.

Issue Structure and Timeline

The first series of secured NCDs offers a base issue size of 1,50,000 debentures with a green shoe option of 50,000 additional NCDs. The second series provides a base size of 50,000 NCDs with similar oversubscription facility. The subordinated debentures are limited to 6,500 units, while the foreign currency bonds comprise 2,000 units.

Security and Payment Structure

The secured instruments are backed by different collateral mechanisms. The first series NCDs are secured by a first ranking exclusive pledge over equity shares held in Profectus Capital Limited. The second series is secured through assignment of rights to receive sale consideration of Enforceable Properties with 1.1x security cover. The foreign currency bonds are secured by first ranking exclusive charge over identified book debts maintaining 110% security cover.

Interest payment schedules vary across instruments, with the first series offering monthly payments, while others provide quarterly interest payments. The redemption structure includes both bullet payments at maturity and staggered redemptions for longer tenure instruments.

Regulatory Compliance

The company fulfilled its disclosure obligations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 30 read with Regulation 51. The outcome was communicated to BSE Limited and National Stock Exchange of India Limited, with complete details made available on the company's website at www.ugrocapital.com .

Company Secretary and Compliance Officer Satish Kumar Chelladurai signed the regulatory filings, ensuring adherence to corporate governance protocols throughout the approval and disclosure process.

Source: None/Company/INE583D01011/538a9dcd-46b2-49e0-94a5-c8aac5a5d365.pdf