UGRO Capital Limited has successfully completed the allotment of non-convertible debentures (NCDs) worth ₹150 crore through private placement. The company's Investment and Borrowing Committee of the Board of Directors approved the allotment on December 16, 2025, marking a significant milestone in the company's debt fundraising strategy.

NCD Allotment Details

The latest regulatory filing reveals comprehensive details of the debenture issuance:

Security and Risk Management

UGRO Capital has established robust security measures for the debenture holders. The company will maintain a minimum security cover of 1.10 times at all times during the tenure of the debentures over loan receivables, both present and future, that fulfill specific eligibility criteria. This security arrangement provides additional protection for investors and demonstrates the company's commitment to risk management.

Payment Terms and Default Provisions

The NCDs feature a structured payment mechanism with monthly coupon payments at 9.99% per annum. In case of delays in payment of interest or principal amount for more than three months from the due date, the rate increases to coupon rate plus 2.00% per annum. The debentures will be redeemed at par value upon maturity, providing clarity on the redemption process.

Regulatory Compliance and Transparency

The allotment was executed in compliance with Regulation 30 and 51 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has made the information available on its website at www.ugrocapital.com , ensuring transparency and adherence to regulatory requirements. This systematic approach to disclosure reinforces investor confidence in the company's governance practices.

The successful completion of this NCD allotment demonstrates UGRO Capital's ability to access debt markets effectively and provides the company with additional capital for its business operations and growth initiatives in the financial services sector.

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.