General Updates

5th November 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor, Plot No. C/1, G Dalal Street Block Bandra, Kurla Complex, Bandra Mumbai 400001 (East) Mumbai 400051 Scrip Code – 511742 Symbol – UGROCAP Subject: Shareholder Letter - Quarter ended 30 September 2026 Dear Sir/Madam, Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Shareholder letter - Quarter ended 30 September 2026. This is for your information and records. The aforesaid information is being made available on the Company's website at www.ugrocapital.com Thanking You, For UGRO Capital Limited Shilpa Bhatter Chief Financial Officer Encl: a/a UGRO CAPITAL LIMITED Registered Office Address: B-17, Fourth Floor, Art Guild House, Phoenix Market City, Kurla (West), Mumbai- 400070 CIN: L67120MH1993PLC070739 Telephone: +91 22 68269100 I E-mail: info@ugrocapital.com I Website: www.ugrocapital.com Shareholders' Letter Q2 FY27 | Quarter ended 30 September 2026 The next chapter Built. Now we compound. EMERGING MARKET LAP | GROx EMBEDDED FINANCE IN THIS LETTER 01 Q2 FY27 at a glance 02 Where we stand 03 What our two engines can deliver 04 The path to higher returns 05 How the market values UGRO today 06 What to hold us to A Annexure: how co-lending income was recognised Shareholders' Letter | Q2 FY27 Dear Shareholders, I am writing to you at a point where UGRO is in better shape than at any time since we started in 2018. In the quarter just ended we disbursed more than ₹1,000 crore in every month, a first for us. Emerging Market LAP and GROx, the two businesses we chose to build our future on, now make up 53% of our ₹15,019 crore of assets, up from 32% nine months ago. Profit before tax rose 12% from a year ago and profit after tax rose 17%, while our quarterly operating costs are down by more than a third from where they were two quarters ago. The hard work of the last two years is behind us. Our branch network is built. Our embedded finance platform is operating at scale. Our cost base has been reset. And the merger of Profectus, approved by shareholders and creditors, completes the move to reported income that reflects how our loans actually behave. What remains is the part I find most exciting: putting all of it to work. This letter sets out what our two engines can deliver, the path to higher returns on your capital, and why I believe the market's current view of UGRO does not reflect the institution we have built. Milestones this quarter ▪ Record disbursements. More than ₹1,000 crore disbursed in every month of the quarter, a first for UGRO. ▪ A different portfolio. Emerging Market LAP and GROx are now 53% of AUM, up from 32% nine months ago. ▪ Merger approved by shareholders and creditors. Shareholders and creditors approved the merger of Profectus on 23 September 2026; the NCLT final hearing is on 20 November 2026. UGRO Capital Limited | NSE: UGROCAP | BSE: 511742 2 Shareholders' Letter | Q2 FY27 01 | Q2 FY27 at a glance Reported, consolidated. Quarter ended 30 September 2026. AUM Net disbursement Focused products AUM ₹15,019 Cr ₹3,159 Cr ₹7,929 Cr ▲23% YoY ▲77% YoY | ▲ 24% QoQ 53% of AUM, from 32% in Dec-25 Portfolio yield Total income Profit before tax 18.7% ₹578.4 Cr ₹68.3 Cr ▲108 bps YoY ▲ 25% YoY | ▲ 8% QoQ ▲12% YoY | ▲ 11% QoQ Profit after tax Net total income GNPA (AUM) | Merged CRAR ₹50.7 Cr ₹282.4 Cr 2.7% | ~22% ▲17% YoY ▲16% YoY | ▲ 15% QoQ Pro forma; reported CRAR 18.8% Summary financials ₹ crore Q2 FY26 Q4 FY26 Q1 FY27 Q2 FY27 YoY Interest income 322.4 415.2 363.0 385.5 20% Income on co-lending / DA 100.6 154.6 74.9 109.1 8% Other income 38.2 61.9 96.8 83.8 119% Total income 461.2 631.7 534.7 578.4 25% Finance cost 218.5 283.7 289.0 296.0 35% Net total income 242.6 348.0 245.7 282.4 16% Operating expenses 137.2 205.2 118.5 127.2 (7%) Credit cost 44.3 71.6 65.6 86.9 96% Profit before tax 61.1 71.2 61.5 68.3 12% Profit after tax 43.3 51.1 67.9 50.7 17% Q2 FY26 on a standalone basis; later quarters consolidated. Totals may not add due to rounding. In the pages that follow, I set out where we stand and where we are going. UGRO Capital Limited | NSE: UGROCAP | BSE: 511742 3 Shareholders' Letter | Q2 FY27 02 | Where we stand In February 2026 we made a deliberate choice. We stopped lending through intermediaries in lower-yielding prime products and put our capital and people behind two businesses where we have a real edge: small-ticket property loans through our own branches, and merchant loans embedded in the platforms small businesses use every day. Nine months in, the choice is working. Since the realignment Dec-25 / Q4 FY26 Sep-26 / Q2 FY27 Focused products AUM (EM LAP + GROx) ~₹5,000 Cr (32%) ₹7,929 Cr (53%) De-focused book ₹10,458 Cr ₹7,090 Cr Quarterly operating cost ₹205 Cr ₹127 Cr Average branch productivity, a month ₹0.48 Cr (FY26) ₹0.73 Cr Portfolio yield 17.6% (Q2 FY26) 18.7% Reported, consolidated. GNPA in the focused products is 1.7%. The merger of Profectus completes the transition. Shareholders and creditors approved it on 23 September 2026, and the NCLT final hearing is on 20 November 2026. Under the Scheme, income on our co-lent and assigned loans moves to the basis on which those loans actually behave, and the Profectus goodwill and acquisition cost are adjusted against reserves, with no charge to profit. Our pro forma net worth is about ₹2,454 crore, or about ₹158 a share (₹2,360 crore, or about ₹152 a share, on a tangible basis), and our pro forma capital adequacy on a merged basis is about 22%. Net worth bridge, ₹ crore. Pro forma, unaudited; subject to NCLT sanction and final accounting review. In effect, the balance sheet has been reset once, through reserves. From here, the numbers we report will carry far less of the volatility that came from booking co-lending income upfront and reversing it when loans closed early. For readers who want the detail, the annexure explains how that income was recognised, with a worked example. 03 | What our two engines can deliver The opportunity in front of us is large. SIDBI estimates the addressable credit gap for India's small businesses at about ₹30 lakh crore, roughly a quarter of their credit demand. The gap is widest, about a third, for trading businesses, mainly because they lack the collateral banks ask for (ANI, 2025). Our two businesses are built for exactly these borrowers: Emerging Market LAP for owners who have property but sit outside the reach of large lenders, and GROx for shopkeepers and traders whose best evidence of creditworthiness is the business they do every day. ■ A branch network that is built and now compounding We have 317 Emerging Market branches across 13 states, with more than 1,800 sales executives and over 500 field collection officers. The build-out is complete; we do not need new branches to grow. A branch older than 12 months disburses about ₹0.86 crore a month, against about ₹0.60 crore for one younger than six months, and 210 of our branches are still under a year old. As they mature, the same network does more. The arithmetic is simple. If every branch reached what our mature branches already achieve, the network would disburse about ₹3,300 crore a year, against a run-rate of about ₹2,800 crore in Q2, with little addition to fixed cost. These loans are secured on property and run for about five years in practice, so each year's lending builds a book that earns interest for years. UGRO Capital Limited | NSE: UGROCAP | BSE: 511742 4 Shareholders' Letter | Q2 FY27 ■ Embedded finance: lending where merchants already do business GROx lends inside the platforms that small merchants use every day to collect payments and run their shops. We are live with 10 partners, including PhonePe, Paytm, BharatPe, Spice Money and Meesho. A merchant applies in the partner's app, our models decide in minutes using live transaction data, and about 95% of repayments are collect [Showing first 8,000 characters — download PDF for full document]