Allotment of Securities

28th August 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, Fort, G Block, Bandra - Kurla Complex, Mumbai- 400001 Bandra (E), Mumbai - 400 051 Scrip code: 511742 NSE Symbol: UGROCAP Dear Sir/ Madam, Subject: Allotment of Non-Convertible Debentures Pursuant to the provisions of Regulation 30 and 51 and other applicable provisions of the SEBI LODR Regulations and Chapter V and Annexure 18 of the master circular issued by the Securities and Exchange Board of India ("SEBI") bearing reference number SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 on "Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities" read with the master circular issued by SEBI bearing reference number SEBI/HO/DDHS/DDHS- PoD-1/P/CIR/2025/0000000103 dated July 11, 2025 on "Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper" ("SEBI LODR Master Circulars"), we, UGRO Capital Limited ("Company") hereby inform you that the Investment and Borrowing Committee of the Board of Directors of the Company (“Committee”) today, i.e. Friday, 28th August 2026 has approved allotment of 38,000 (thirty eight thousand) senior, secured, rated, listed, redeemable, transferable, non-convertible debentures denominated in Indian Rupees ("INR"), having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and the aggregate nominal value of INR 380,00,00,000 (Indian Rupees Three Hundred and Eighty Crore) through private placement as per the particulars furnished in ‘Annexure’ through resolution by circulation. We request you to take the same on record. The aforesaid information is being made available on the Company's website at www.ugrocapital.com Thanking You, Yours Faithfully, For UGRO Capital Limited Satish Kumar Company Secretary and Compliance 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 Annexure Sr. Particulars Details 1 Type of securities Senior, secured, rated, listed, redeemable, transferable, non- convertible debentures 2 Type of Issuance Private placement 3 Size of Issue//total number INR 380,00,00,000 (Indian Rupees Three Hundred and Eighty Crore), of securities proposed to by way of the issuance of 38,000 (thirty eight thousand) senior, be issued secured, rated, listed, redeemable, transferable, non-convertible debentures denominated in Indian Rupees, having a face value of INR 1,00,000 (Indian Rupees One Lakh) each and the aggregate nominal value of INR 380,00,00,000 (Indian Rupees Three Hundred and Eighty Crore) ("Debentures") 4 Whether proposed to be Yes. The Debentures (as defined above) are proposed to be listed on listed? If yes, Name of the Wholesale Debt Market segment of BSE Limited. Stock Exchange 5 Tenure of instrument 5 (five) years from the Date of Allotment 6 Date of allotment 28th August 2026 7 Date of maturity 28th August 2031 ("Final Redemption Date") 8 Coupon/interest Rate 10.20% (ten decimal two zero percent) per annum, payable semi- annually ("Coupon Rate") 9 Schedule of Payment of Interest Payment Dates: The interest/coupon in respect of the coupon/interest and Debentures is payable by the Company on a semi-annual basis in principal accordance with the Transaction Documents (as defined below). Principal Payment Date: The principal amounts in respect of the Debentures shall be repaid by the Company in 5 (five) instalments as follows in accordance with the Transaction Documents: (a) August 28, 2029; (b) February 28, 2030; (c) August 28, 2030; (d) February 28, 2031; and (e) August 28, 2031. 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 10 Charge/Security, if any, The security to be provided by the Company as security for the created over the assets discharge of the secured obligations shall consist of a first ranking exclusive charge to be created by way of hypothecation over identified assets, and all present and future identified/specified receivables, and proceeds thereof from any receivables comprising the identified assets that may be added by the Company pursuant to any top-up (the "Hypothecated Assets") in favour of the debenture trustee ("Debenture Trustee") pursuant to the Transaction Documents in accordance with the terms prescribed in the Transaction Documents (as defined below). The value of the Hypothecated Assets shall at all times, commencing from the Deemed Date of Allotment and until the Debentures are fully redeemed, be at least 1.1 (one decimal one) times the value of the outstanding principal amounts along with accrued interest thereon in respect of the Debentures. 11 Special None. right/interest/privileges attached to the instrument All rights/interests/privileges of the holders of the Debentures are set and changes thereof out in the DTD executed between the Company and the Debenture Trustee and the other transaction documents executed/to be executed in respect of the Debentures (together with the DTD, the "Transaction Documents"). 12 Delay in payment of If any payment obligations due in respect of the Debentures (including interest / principal amount any coupon and/or redemption amounts and/or any other payment to for a period of more than be made by the Company in connection with the Debentures) is not three months from the due paid on the respective due dates, then the Company shall pay default date or default in payment interest of 2% (two percent) per annum over the Coupon Rate of interest / principal; computed on the entire unpaid amounts, for the period commencing from the date of such occurrence and expiring on the date on which such occurrence is cured. 13 Details of any letter or Nil comments regarding payment/non-payment of interest, principal on due dates, or any other matter concerning the security and /or the assets along with its comments thereon, if any; 14 Details of redemption of The Debentures shall be fully redeemed on a pari passu basis by the preference shares Company by making the payment of the outstanding principal indicating the manner of amounts in respect of the Debentures in 5 (five) instalments, in redemption (whether out accordance with the DTD. of profits or out of fresh issue) and debentures 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 15 Any cancellation or N.A. termination of proposal for issuance of securities including reasons thereof. 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