UGRO Capital Limited has announced the allotment of EUR-denominated non-convertible bonds worth EUR 10 million through private placement. The company has allotted up to 1,000 senior, unsecured, EUR-denominated non-convertible redeemable bonds with a face value of EUR 10,000 per bond.

Bond Allotment Details

The key details of the bond allotment are as follows:

Financial Terms and Structure

The bonds offer the following financial terms:

The coupon payments will be made on a semi-annual basis on each coupon payment date as specified in the transaction documents executed for the bond issuance.

Listing and Redemption Details

UGRO Capital has proposed to list the bonds on NSE IFSC Limited (NSEIX), providing liquidity options for investors. The redemption structure is designed with investor convenience in mind:

• Redemption Schedule: Bonds will be redeemed in three equal installments
• Payment Dates: Each principal payment date as detailed in transaction documents
• Tenure: 60 months from the deemed date of allotment

Regulatory Compliance

The bond allotment notification was issued in compliance with Regulation 30 and 51 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has confirmed that there are no delays in payment of interest or principal amounts, and no defaults have been reported.

The bonds do not carry any special rights, interests, or privileges attached to the instrument. Additionally, no charges or security have been created over the company's assets for these unsecured bonds. UGRO Capital has made the bond allotment information available on its official website at www.ugrocapital.com for stakeholder reference.

UGRO Capital Limited has completed the allotment of 15,89,170 equity shares on December 12, 2025, following the conversion of Compulsory Convertible Debentures (CCDs). The Securities Allotment Transfer Committee of the Board of Directors approved this allotment through a resolution passed by circulation on Friday, December 12, 2025.

Conversion Details and Pricing

The conversion was executed pursuant to conversion notices received from CCD holders. Each security was converted into one equity share at a conversion price of ₹185.00 per share, which includes a premium of ₹175.00 over the face value of ₹10.00 per equity share. The newly allotted equity shares will rank pari-passu with existing equity shares of the company in all respects.

Impact on Share Capital

Following this allotment, UGRO Capital's equity share capital structure has been updated significantly. The company's issued, subscribed and paid-up equity share capital has increased from the previous level to accommodate the new shares.

Background and Regulatory Context

This allotment follows the company's capital raise in October 2025, where UGRO Capital raised ₹534.64 crores through the issuance and allotment of Compulsory Convertible Debentures to various identified allottees via preferential allotment. The conversion process was conducted in accordance with the terms and conditions established during the original issuance of the securities.

The disclosure has been made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in reference to previous disclosures dated June 20, 2025, and October 9, 2025. The company has ensured compliance with applicable provisions of the SEBI LODR Regulations and relevant SEBI circulars regarding such corporate actions.