UGRO Capital Approves ₹465 Crore Debt Fundraising Through NCDs And Bonds

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.

Instrument Type:	Issue Size	Face Value	Tenure	Interest Rate
Secured NCDs (Series 1):	Up to ₹200 crores	₹10,000	13 months	9.50%
Secured NCDs (Series 2):	Up to ₹100 crores	₹10,000	24 months	9.75%
Subordinated NCDs:	Up to ₹65 crores	₹1,00,000	Up to 72 months	USD 9.25% equivalent
Foreign Currency Bonds:	USD 20 million	USD 10,000	48 months	6M CME Term SOFR + 300 bps

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.

Timeline Details:	Information
Committee Meeting Date:	March 11, 2026
Meeting Duration:	4:30 PM to 5:30 PM
Allotment Dates:	March 18-27, 2026 (Tentative)
Maturity Dates:	April 2027 to March 2032
Listing Venues:	BSE Limited, India International Exchange

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

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+1.39%	+6.42%	-19.26%	-44.94%	-46.58%	-17.57%

UGRO Capital has announced its decision to modify the acquisition agreement for Datasigns Technologies Private Limited (DTPL), the company operating the MyShubhLife platform. The revised deal structure reflects a strategic shift from the original cash-share arrangement to an all-cash payment model with reduced consideration.

Revised Acquisition Structure

The company has modified its plan to acquire the entire stake in Datasigns Technologies, moving away from the previous ₹45 crore cash-share arrangement to a streamlined ₹38.23 crore all-cash transaction. This change represents both a reduction in total consideration and a simplification of the payment structure.

Parameter:	Original Terms	Revised Terms
Total Consideration:	₹45 crores	₹38.23 crores
Payment Mode:	Cash and share swap combination	All-cash payment
Payment Structure:	Two tranches	Single tranche
Equity Dilution:	Yes (through preferential allotment)	No

MyShubhLife Platform Performance

The MyShubhLife platform has demonstrated strong operational performance since UGRO's partnership with DTPL began 15 months ago. The platform serves as a crucial component of UGRO's embedded finance ecosystem, enabling digital partnerships with various platforms and ecosystems to originate credit for MSMEs and small merchants.

Performance Metric:	Value
AUM as of December 31, 2025:	Approximately ₹1,720 crores
Operational Period:	15 months
Asset Quality:	Stable performance
Integration Status:	Aligned with strategic realignment

Strategic Benefits

The revision in consideration structure has been undertaken as part of UGRO Capital's capital allocation approach, specifically designed to avoid equity dilution while completing the acquisition. The all-cash structure eliminates the complexity of share swaps and provides cleaner transaction mechanics.

Transaction Benefits:	Details
Capital Efficiency:	Reduced total consideration
Equity Preservation:	No dilution through share issuance
Transaction Simplicity:	Single cash payment structure
Strategic Alignment:	Supports embedded finance focus

The MyShubhLife platform integration aligns with UGRO's strategic realignment, which places strong emphasis on embedded finance and digital ecosystem partnerships as a key growth pillar. Upon completion of the remaining closing formalities, Datasigns Technologies Private Limited will become a wholly owned subsidiary of UGRO Capital Limited.

The company has confirmed that it will make further intimation to the stock exchanges in accordance with applicable regulations once the acquisition formalities are completed. This acquisition represents a significant step in UGRO Capital's digital transformation and embedded finance strategy.