Ugro Capital Ltd

TO THE MEMBERS,

Your Directors have pleasure of presenting the 33rd Annual Report of the Company together with the audited financial statements for the Financial Year ended 31st March 2026 ("Financial Statements"). The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

FINANCIAL HIGHLIGHTS

Your Company's performance during Financial Year ended 31st March 2026, compared to the previous year, is summarised below

(Rs. in Lakhs)

DIVIDEND

The Directors do not recommend any dividend on Equity Shares for the financial year ended 31st March 2026.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have adopted a Dividend Policy. The said policy is available on the website of the Company under the 'Investor Relations' section a https:// www.ugrocapital.com/view-investor-relation/1168/1366.

Standalone Performance

On a standalone basis, the total revenue for the year amounted to Rs. 1,84,039.62 lakhs as compared to Rs. 1,44,184.57 lakhs in the previous financial year. Profit before tax for the year stood at Rs.16,065.47 lakhs as against Rs. 20,311.74 lakhs in the previous financial year, while profit after tax for the year was Rs.11,336.77 lakhs as compared to Rs. 14,392.99 lakhs in the previous financial year.

Consolidated Performance

During the financial year 2025-26, your Company acquired Profectus Capital Private Limited and Datasigns Technologies Private Limited (also operating under the brand name MyShubhLife) as its subsidiaries. Consequently, consolidated financial statements have been prepared for the first time for the financial year ended 31st March 2026, in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards. Since the Company had no subsidiaries as on 31st March 2025, comparative consolidated figures for the previous financial year are not available.

The total consolidated revenue for the year amounted to Rs. 2,02,111.13 lakhs, while profit before tax and profit after tax on a consolidated basis stood at Rs. 24,350.50 lakhs and Rs. 17,481.42 lakhs respectively.

A detailed discussion on the Company's performance, key business metrics, and financial ratios is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

SUBSIDIARY COMPANIES

As on 31st March 2026, your Company has three (3) subsidiaries, namely:

The Board of Directors and Shareholders, at their meetings held on June 17, 2025, and July 20, 2025, respectively, approved the acquisition of Profectus Capital Private Limited ("Profectus"). Subsequently, the Company executed a Share Purchase Agreement on June 17, 2025. The acquisition was successfully completed on December 8, 2025, following which Profectus became a Wholly Owned Subsidiary of the Company.This acquisition was strategically designed to deliver instant scale and strengthen the Company's position in the MSME lending landscape. By integrating Profectus's high-quality loan portfolio, the Company has enhanced its secured asset mix and bolstered its liability franchise. This transaction is highly accretive and aligns with our commitment to sustainable earnings growth and long-term shareholder value creation.

The Board of Directors and Shareholders, at their meetings held on May 2, 2024, and June 1, 2024, respectively, approved the acquisition of Datasigns Technologies Private Limited ("DTPL"). The Company initially entered into a Share Purchase Agreement on January 1, 2025, which was later superseded by an amended Share Purchase Agreement dated March 5, 2026. The acquisition was successfully completed on March 18, 2026, following which DTPL became a Wholly Owned Subsidiary of the Company. DTPL is a prominent Embedded Finance Fintech platform that provides the Company with advanced digital lending infrastructure. This acquisition enables the Company to deliver seamless credit solutions to small merchants through data-driven risk assessment and enhanced technology architecture.

Ekagrata Finance Private Limited, being a wholly owned subsidiary of DTPL, has consequently become a subsidiary (step-down subsidiary) of the Company with effect from 18th March 2026.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES:

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Further, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed format AOC-1 is annexed to the financial statements and hence not repeated here for the sake of brevity. The statement provides details of the performance and financial position of each of the subsidiaries as on 31st March 2026.

SCHEME OF MERGER / AMALGAMATION

During the financial year 2025-26, Profectus Capital Private Limited ("Profectus") became a wholly owned subsidiary of the Company on 8 December 2025. Thereafter, the Board of Directors, at its meeting held on 8 January 2026, approved the Scheme of Amalgamation of Profectus Capital Private Limited with the Company.

The Company has received No Objection Certificate (NOC) fromtheReserveBankofIndia(RBI)fortheaforesaidmerger and has applied to the Stock Exchanges to obtain their No Objection Certificate (NOC) in accordance with applicable under Regulations 37(1) and 59A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Upon receipt of such NOC(s), the Company shall proceed with filing the Scheme of Amalgamation before the Hon'ble National Company Law Tribunal (NCLT) in terms of Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The appointed date of the Scheme is 1st April 2026.

RESERVES

The amounts, if any, proposed to be transferred to the general reserve, statutory reserve and ESOS reserve are mentioned in the financial statements.

As required by Section 45-IC of the RBI Act,1934, the Company maintains a reserve fund and transfers there a sum not less than twenty per cent of its net profit every year as disclosed in the Statement of profit and loss and before any dividend is declared.

CHANGE IN SHARE CAPITAL

During the financial year, the Authorised Share Capital of the Company was increased as under:

From the existing Rs. 2,15,00,00,000/- (Rupees Two Hundred Fifteen Crores Only) divided into 19,45,00,000 (Nineteen Crores Forty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 2,05,00,000 (Two Crores Five Lakhs) Preference Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 2,70,00,00,000/- (Rupees Two Hundred Seventy Crores only) divided into 24,95,00,000 (Twenty-Four Crores Ninety-Five Lakhs) equity shares of Rs. 10/- (Rupees Ten) each and 2,05,00,000 (Two Crores Five Lakhs) preference shares of Rs. 10/- (Rupees Ten) each, vide special resolution passed by the shareholders of the Company though postal ballot on 20th July 2025.

Further, during the financial year, the Company issued and allotted equity shares under:

RIGHTS ISSUE:

2,35,01,363 Equity Shares on rights basis having face value of Rs. 10 each at an issue price of Rs. 162 each aggregating to Rs. 38,072.21 lakh in June 2025. The allotment was made on 24th June, 2025.

ESOP

171,000 fully paid-up equity shares of face value of Rs. 10/- each, to employees pursuant to exercise of stock options under "CSL Employee Stock Option Scheme 2017.

COMPULSORILY CONVERTIBLE DEBENTURES

i. Compulsorily Convertible Debentures issued in June 2024.

The Company had raised funds through allotment of 97,70,757 Compulsory Convertible Debentures (CCDs) and 3,81,32,474 share warrants both having face value of Rs. 10 each at an issue price of Rs. 264 each aggregating to Rs. 1,26,464.53 lakh in June 2024.The allotment was made in 2 tranches on 06th June, 2024 and 18th June, 2024. Each of the CCD and share warrant was convertible into 1 (one) equity share within a period of 18 months from the date of allotment of CCD and share warrant.

Further, during the financial year 2024-25, the Company converted 37,878 CCDs into equity shares pursuant to requests received from a CCD holder. During the financial year 2025-26, (a) an additional 75,757 CCDs were converted into equity shares based on requests from other CCD holders and (b) the remaining 96,57,122 CCDs, being issued with a tenure of 18 months, were converted into equity shares upon maturity in accordance with the terms of issue.

Accordingly, all the 97,70,757 CCDs stands converted into equity shares.

ii. Compulsorily Convertible Debentures issued in October 2025.

The Company had raised funds through allotment of 2,88,99,481 Compulsory Convertible Debentures (CCDs) having face value of Rs. 10 each at an issue price of Rs. 185 each aggregating to Rs. 53,464.04 lakh in October 2025. The allotment was made on October 08, 2025. Each of the CCD is convertible into 1 (one) equity share within a period of 18 months from the date of allotment of CCD.

Further, pursuant to conversion requests received from CCD holders, the Company converted such CCDs into equity shares in accordance with the terms of issue. Accordingly, during the financial year, the Company allotted 2,86,99,487 fully paid-up equity shares of face value of Rs. 10 each.

The issued, subscribed and paid-up Equity Share Capital as on 31st March 2026 was Rs. 1,552,883,230/- (Rupees One Hundred Fifty-Five Crores Twenty-Eight Lakhs Eighty-Three Thousand Two Hundred and Thirty Only) consisting of 15,52,88,323 Equity Shares of the face value of Rs. 10/- each, fully paid-up.

As on 31st March 2026, the following instruments remain outstanding and convertible into equity shares:

* Out of the 3,81,32,474 warrants issued by the Company, 1,89,393 warrants were exercised by a warrant holder. The remaining 3,79,43,081 warrants lapsed upon expiry of their tenure of 18 (eighteen) months from the date of allotment in December 2025.

FUND RAISING

Your Company being a Non-Banking Financial Company is required to raise funds for its business requirements. During the year under review, your Company has borrowed funds through diverse methods viz. term loans, commercial papers, non-convertible debentures, external commercial borrowing, co-lending/co-origination of loans, assignment of portfolio etc. from various private and public Banks / Financial Institutions / Development Financial Institutions.

Commercial Papers

The Company has issued and allotted listed/unlisted commercial papers aggregating up to Rs. 99,300 Lakhs on private placement basis in multiple tranches.

Private Placement of Non-Convertible Debentures

The Company has issued and allotted senior, subordinated, secured/unsecured, rated, listed, redeemable, taxable, transferable, Non-Convertible Debentures aggregating up to Rs. 1,07,610 Lakhs on private placement basis in multiple tranches.

Public Issue of Non-Convertible Debentures

The Company has issued and allotted secured, rated, listed, redeemable Non-Convertible Debentures aggregating upto Rs. 20,000 Lakhs through public issue in a single tranche

Your Company had total borrowings (including NCDs) of Rs.9,20,787.80 lakhs as on 31st March 2026.

Your Company also raised Rs. 171,894.27 lakhs and Rs. 3401.58 lakhs through transfer of loan exposures and securitisation route respectively during the financial year

2025-26.

Preferential Issue

In accordance with Chapter V of the SEBI (ICDR) Regulations 2018 read with the Companies Act, 2013 and rules made thereunder the Company had issued and allotted 2,88,99,481 Compulsorily Convertible Debentures ("CCDs") having face value of Rs 10 each at an issue price of Rs 185 each aggregating to Rs. 53,464.04 lakh in October 2025, on a preferential basis. The allotment was made on October 08, 2025. Each of the CCD is convertible into 1 (one) equity share within a period of 18 months from the date of allotment of CCD.

Rights Issue

In accordance with Section 62(1)(a) of the Companies Act, 2013 read with Chapter III of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Board of Directors of the Company, at its meeting held on May 20, 2025, approved the Rights Issue of Rs. 40,000 Lakhs, at an issue price of Rs. 162/- per share (including a premium of Rs. 152/- per share), ("Equity Shares") to the eligible existing equity shareholders (including public/retail category) of the Company as on the record date and/ or the specific investors.

Accordingly, the Company has successfully raised funds of Rs. 38,072.21 lakh through issuance of Equity shares by way of Rights Issue and has duly complied with all the necessary formalities with the Stock Exchanges and RBI.

CREDIT RATING

The details of ratings granted to the Company have been given in the Corporate Governance Report for the information of the shareholders.

CAPITAL ADEQUACY RATIO

Your Company's Capital Adequacy Ratio as of 31st March 2026, stood at 21.17 % of the aggregate risk weighted assets on balance sheet and risk adjusted value of balance sheet items, which is well above the regulatory minimum of 15%. Out of total CRAR, the Tier 1 capital stood at 15.42% and Tier II Capital at 5.75%.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Board Composition

The Board of your Company is comprised of eminent persons with proven competence and integrity. Besides their experience, strong astuteness, and leadership qualities, they have a degree of commitment towards the Company and devote adequate time. In terms of the requirement of SEBI Listing

Regulations, the Board has and competencies of the Directors in the context of the

Company's businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on 31st March 2026, your Company has 9 (Nine) Directors on the Board, out of which 6 (Six) are Independent Directors including 1 (One) Woman Director, 1 (One) Executive Director and 2 (Two) are Non- Executive (Nominee) Directors. The Board composition is in compliance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rohit Goyal (Non-Executive Nominee Director) (DIN: 05285518), retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for the approval of the shareholders

Appointment / Re-appointment of Directors during the financial year

Mr. Ramanathan Subramanian Arun Kumar was appointed as Additional Non-Executive (Nominee) Director by the Board w.e.f. 17th December 2025. The shareholders regularised the said appointment on 13th March 2026 through Postal Ballot.

Resignation of Directors during the financial year

Mr. Suresh Prabhala resigned as Non-Executive (Nominee) Director w.e.f. 11th August 2025 due to his other off- professional commitments. Mr. Ramanathan Subramanian Arun Kumar was nominated by Clearsky Investment Holdings Pte Limited as its nominee in place of Mr. Suresh Prabhala.

Mr. Chetan Gupta resigned as Non-Executive (Nominee) Director w.e.f. 7th February 2026 due to his other professional commitments.

Key Managerial Personnel

The details of Key Managerial Personnel of the Company during the year are given below:

* Mr Anuj Pandey was appointed as CEO with effect from 01st July 2025

** Mr. Kishore Lodha resigned as CFO with effect from 16th July 2025 *** Ms. Shilpa Bhatter was appointed as CFO with effect from 16th July 2025.

COMPLIANCE OF RBI REGULATIONS / GUIDELINES / DIRECTIONS

Your Company is a non-deposit taking non-banking financial company registered with the Reserve Bank of India ("RBI") and classified as NBFC – Middle Layer under Reserve Bank of India (Non-Banking Financial Companies

– Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025.

The Company continues to comply with all the applicable regulations / guidelines / directions prescribed by the Reserve Bank of India ("RBI"), from time to time.

Further, the Company has also obtained the Certificate of Registration, issued by RBI, authorising the Company to commence and carry out the factoring business.

REPORT ON CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Your Company has adopted Corporate Governance Code which lays down in detail governance guidelines and practices that are required to be followed while taking decision on various matters. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, and governance of the Company.

Pursuant to the SEBI Listing Regulations, Management Discussion and Analysis and Corporate Governance Report form part of this Annual Report. The Certificates from Pankaj Nigam & Associates, Practicing Company Secretaries, regarding compliance of the conditions of Corporate Governance as stipulated by the SEBI Listing Regulations are attached to this report.

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report of the Company for FY 2025-26 is forming part of the Annual Report.

The Company is presently outside the top 1,000 listed entities based on market capitalisation for the second consecutive year as per the list published under Regulation 3(2) of the SEBI Listing Regulations. However, in terms of Regulation 3(2A) and 3(2B), the applicability of provisions based on market capitalisation continues until the Company remains outside the specified threshold for three consecutive years, and accordingly, the BRSR requirement continues to be applicable to the Company for the current financial year.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company has put in place a Familiarisation Programme for Independent Directors. The framework together with the details of the Familiarisation Programme imparted during the financial year under review has been uploaded on the website of the Company.

Periodic presentations were made at the Board meetings apprising the Board Members about the finer aspects of the Company's businesses, the challenges posed and an overview of future business plans including:

1. Macro-economic view of the industry in which the Company operates;

2. Budgets, operations and performance of the businesses and relevant regulatory / legal updates in the statutes applicable to the Company;

3. Business model of the Company, risks and opportunities for the businesses and the growth levers for them;

4. Strategic future outlook and the way forward.

5. Regulatory updates, including changes in applicable laws, SEBI regulations, RBI Guidelines, Circulars/ Notifications issued by Ministry of Corporate Affairs and other statutory requirements impacting the Company.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act, Regulation 19 of the SEBI Listing Regulations and fit and proper criteria guidelines issued by RBI, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age, and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills, and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended from time to time.

DECLARATION OF INDEPENDENCE

The Company has received Declaration of Independence as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/continue as an Independent Director as per the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by the Indian Institute of Corporate Affairs (IICA).

ANNUAL EVALUATION BY THE BOARD OF DIRECTORS

The Board evaluated the effectiveness of its functioning of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

Existence of sufficient skill, experience, time and resources to undertake their duties;

Understanding the risks associated with the business, ability to proactively contribute in development of risk management strategy;

Understanding of governance, regulatory, financial, fiduciary and ethical requirements of the Board / Committee;

Demonstration of level of integrity including maintaining utmost confidentiality and identifying, disclosing and managing conflicts of interest;

Devotion of time to determining the emerging issues that could affect the organisation in future.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January 2017.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole, Chairman and Vice Chairman of the Company were evaluated taking into account the views of other Non-Executive Directors. The Board at its meeting held after the meeting of the Independent Directors, the performance of the Board, its committees, and individual directors were discussed.

CODE OF CONDUCT

Your Company has formulated a Code of Business Conduct and Ethics for Board of Directors and Senior Managerial Personnel. The confirmation on compliance of the same is obtained from all concerned on an annual basis. All Board Members and Senior Managerial Personnel have given their confirmation of compliance. A declaration duly signed by the Vice Chairman & Managing Director is given under Corporate Governance Report as a separate section in this Annual Report. The Code of Business Conduct and Ethics for the Board of Directors and Senior Managerial Personnel is also posted on the website of the Company.

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

The Board meets at regular intervals to discuss and decide on the Company's business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board / Committee meetings are pre-scheduled well in advance to help them plan their schedule and ensure meaningful participation in the meetings.

The Board of Directors of the Company met 10 (ten) times during the financial year 2025-26. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

As required under the Act, SEBI Listing Regulations and RBI Master Directions, the Company has constituted the following statutory committees of the Board: 1) Audit Committee 2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee 4) Risk Management Committee 5) Corporate Social Responsibility Committee 6) Asset Liability Committee 7) IT Strategy Committee 8) Customer Service Committee and 9) Review Committee of Wilful Defaulters and Large Defaulters.

The Company also has non-mandatory committees viz. Securities Allotment and Transfer Committee, Investment and Borrowing Committee and Compliance Committee.

Details of all statutory committees such as terms of reference, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures to ensure the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

The internal control system is further strengthened through a robust internal audit function, which conducts periodic reviews to assess the design, adequacy, and operating effectiveness of the Company's controls and processes. These audits also cover compliance with applicable regulations, internal policies, and standard operating procedures.

Findings from internal audits are regularly discussed with the management to ensure timely corrective actions. The Audit Committee of the Board provides oversight by reviewing internal audit reports, monitoring the implementation of audit recommendations, and evaluating the overall adequacy and effectiveness of the Company's internal control environment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors confirms that, to the best of its knowledge and belief:

a. in the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanations relating to material departure;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the profit and loss of the Company for that year;

c. proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the financial statements of the Company had been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by the Company which are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT 2013

Your Company, being a Non-Banking Financial Company registered with the RBI and engaged in the business of giving loans, is exempt from the provisions of Section 186 of the Act by virtue of Section 186(11) thereof.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In terms of the provisions of the Act, the SEBI Listing Regulations and the RBI Directions, the Board of Directors adopted 'Related Party Transaction Policy' to ensure obtaining of proper approvals and reporting of transactions with related parties.

In terms of Section 177 of the Act and Regulation 23 of the SEBI Listing Regulations read with the Related Party Transaction Policy of the Company, transactions with related parties were placed before the Audit Committee for its approval and omnibus approval of the Audit Committee was obtained for related party transactions of repetitive nature. The Audit Committee is periodically on a quarterly basis updated with respect to related party transactions executed under omnibus approval. All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

During the year under review, no material related party transactions as prescribed in Section 188 of the Act read with Companies (Meetings of the Board and its Powers) Rules, 2014, were entered by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable and required to the Company. Further, during the year under review, the Company had not entered transactions with related parties which could be considered as ‘material' in accordance with the Related Party Transaction Policy of the Company. All other transactions with related parties, during the year under review, were in compliance with the Related Party Transaction Policy of the Company.

Disclosure of the related party transactions as required under Regulation 34(3) and 53 (f) of SEBI Listing Regulations and INDAS - 24 are reported in Notes of the audited financial statements of the Company for the financial year ended 31st March 2026.

The policy on 'Related Party https://www.ugrocapital.com/ view-investor-relation/2263/1272.

A. Information as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a) The ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year:

b) The percentage increase in remuneration of each Director, CEO, CFO, Company Secretary in the financial year:

*Mr. Anuj Pandey was appointed as CEO w.e.f. 01 July 2025 ** Ms. Shilpa Bhatter joined as CFO w.e.f. 16 July 2025 c) Percentage of increase in the median remuneration of employees during the financial year ended 31st March 2026: 0.04% d) Number of permanent employees on the rolls of the Company as on 31st March 2026: 2095 e) Average percentage increase made in the salaries of employees other than the Managerial Personnel in the financial year was 12% vis-a-vis an increase of 17% in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is as per remuneration policy of the Company: Yes

B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The statement containing particulars of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available at the registered office of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED AFTER 31st MARCH, 2026

There are no material changes and commitments affecting the financial position of the Company subsequent to the close of the financial year 2025-26 till the date of this report.

A. Conservation of Energy and Technology Absorption

Since your Company is engaged in financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not provided in this Board's Report. Your Company is vigilant on the need for conservation of energy.

B. Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)

REMUNERATION POLICY OF THE COMPANY

The Nomination and Remuneration Policy of the Company comprising of the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters have been provided in the Corporate Governance Report which forms part of the Annual Report and is also available on Company's website at https://www.ugrocapital.com/ view-investor-relation/1160/1366.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations and the same has been hosted on the website of the Company at https:// www.ugrocapital.com/view-investor-relation/1162/1272.

Any incidents that are reported are investigated and suitable action is taken in line with the said Policy. A report indicating the number of cases reported, investigations conducted including the status update is presented before the Audit Committee, on a quarterly basis. This Policy, inter alia, provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Company has also taken software containing structural digital database for maintaining names of persons with whom unpublished price sensitive information (UPSI) is shared. The Code is available on the website of the Company at https://www.ugrocapital.com/ view-investor-relation/1156/1272.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company follows a strict zero tolerance sexual harassment at workplace and has adopted the policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder.

The disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the financial year ended 31st March 2026, is as follows: Number of complaints filed during the financial year 2 Number of complaints disposed during the financial 2 year Number of complaints pending at the end of the 0 financial year

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961, for the financial year ended March 31, 2026. The Company has ensured that all eligible women employees were extended the statutory maternity benefits, including paid maternity leave and maternity cover through insurance, in accordance with the applicable maternity laws.

STATUTORY AUDITOR AND THEIR REPORT

M/s Sharp & Tannan, Chartered Accountants (Firm Registration No. 109983W) was appointed as Statutory Auditors at the 30th Annual General Meeting ("AGM") held on 8th August 2023 for a period of three years commencing from the conclusion of the 30th AGM till the conclusion of the 33rd AGM of the Company. Accordingly, the term of M/s Sharp & Tannan concludes at the ensuing 33rd AGM.

The Company has received an intimation from M/s. Sharp & Tannan Associates regarding the completion of their term. Based on the recommendation of the Audit Committee, the Board has approved the appointment of M/s G.P. Kapadia & Co as the Statutory Auditors of the Company for a term of 3 (three) years, from the conclusion of the ensuing 33rd AGM until the conclusion of the 36th AGM (covering the audits for FY 2026-27, 2027-28, and 2028–29), subject to the approval of the shareholders at the AGM.

The report of the Statutory Auditors is provided in the financial section of the Annual Report. The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers.

INTERNAL AUDIT

The internal audit function provides assurance to the Audit Committee, the Board of Directors, and Senior Management on the effectiveness of the Company's internal controls, risk management, and governance systems and processes.

At the beginning of each financial year, an annual risk-based internal audit plan is prepared and basis the risk assessment conducted by the internal audit department and approved by the Audit Committee. Internal audit reports, prepared in accordance with the approved plan, are reviewed by the Audit Committee on a quarterly basis.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made thereunder, Pankaj Nigam & Associates, Company Secretaries, has been appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor for the financial year 2025-26 is enclosed as Annexure II to this report.

The report is self-explanatory and does not contain any qualification or adverse remark. Therefore, it does not call for any further comments.

Further, the Company has received certificate of Non- Disqualification of Directors from Pankaj Nigam and Associates, Company Secretaries. The same is enclosed as Annexure III to this report.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended 31st March 2026.

Acquisition of Profectus Capital Private Limited (PCPL)

The Board of Directors and Shareholders, vide their approvals dated June 17, 2025, and July 20, 2025, respectively, approved the acquisition of Profectus Capital Private Limited ("PCPL"). In line with these approvals, the Company executed a Share Purchase Agreement on June 17, 2025. The acquisition process was successfully concluded on December 8, 2025, following which Profectus became a Wholly Owned Subsidiary of the Company. The Company paid an aggregate consideration of Rs. 139,860 lakhs for the said acquisition.

Acquisition of Datasigns Technologies Private Limited (DTPL)

The Board of Directors and Shareholders, vide their approvals dated May 2, 2024, and June 1, 2024, respectively, approved the acquisition of Datasigns Technologies Private Limited ("DTPL"). While under the initial structure, consideration amount was defined at Rs. 4,500 lakhs to be discharged through a combination of cash and share swap in two tranches, the Company, utilizing the flexibility provided in the shareholder approval, subsequently amended the structure. Pursuant to the amended Share Purchase Agreement dated March

5, 2026, the revised consideration of Rs. 3,823 Lakhs was discharged entirely in cash in a single tranche. The acquisition was successfully concluded on March 18, 2026, following which DTPL became a Wholly Owned Subsidiary of the Company.

Scheme of Merger

During the financial year 2025-26, Profectus Capital Private Limited ("Profectus") became a wholly owned subsidiary of the Company on 8 December 2025. Thereafter, the Board of Directors, at its meeting held on 8 January 2026, approved the Scheme of Amalgamation of Profectus Capital Private Limited with the Company.

The Company has received No Objection Certificate (NOC) fromtheReserveBankofIndia(RBI)fortheaforesaidmerger and has applied to the Stock Exchanges to obtain their No Objection Certificate (NOC) in accordance with applicable under Regulations 37(1) and 59A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Upon receipt of such NOC(s), the Company shall proceed with filing the Scheme of Amalgamation before the Hon'ble National Company Law Tribunal (NCLT) in terms of Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The appointed date of the Scheme is 1st April 2026.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2026 is available on the Company's website at https://www.ugrocapital.com/ view-investor-relation/2334/1272.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee ("RMC") to frame, implement and monitor the risk management plan of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Risk Management Policy is available on the website of the Company at https://www.ugrocapital.com/view-investor-relation/1946/1280. Further details on RMC are furnished in the Corporate Governance Report.

EMPLOYEE STOCK OPTIONS DISCLOSURE

Your Company believes that its success and ability to achieve its objectives is largely determined by the quality of its workforce and recognises that not only good employment opportunities, but also additional motivating mechanisms are needed to incentivise employees and aligning their interest with the interest of the Company. In recognition of the said objective, the Company adopted and implemented CSL Employee Stock Option Scheme 2017 ("ESOS 2017") and UGRO Employee Stock Option Scheme 2022 ("ESOS 2022") (collectively "ESOS Schemes") to attract, retain, motivate and incentivise employees of the Company.

The Board of Directors confirms that the ESOS 2017 and ESOS 2022 are in compliance with the provisions of the Act and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations ("SBEB"), 2021, as amended.

During the financial year 2025-26, the Company granted 36,43,037 stock options under ESOS 2017 and 20,04,426 stock options under ESOS 2022.

Disclosure in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is forming part of this annual report and is available on the website of the Company at https://www.ugrocapital.com/ investor-relation#INVESTOR_INFORMATION.

CORPORATE SOCIAL RESPONSIBILITY

The objective of the Company's Corporate Social Responsibility ('CSR') initiatives is to improve the quality of life of communities. The Company has in place a CSR policy available on the website of the Company at https:// www.ugrocapital.com/view-investor-relation/1175/1366.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and based on the net profits of the Company computed in accordance with Section 198 of the Companies Act, 2013 ("the Act"), the Company was not required to incur any CSR expenditure for the financial year 2025 - 26 under Section 135(5) of the Act.

However, in alignment with the Company's ongoing commitment to social responsibility, an amount of Rs. 3,95,000/- (Rupees Three Lakh Ninety-Five Thousand Only) was voluntarily spent on CSR activities during the financial year 2025 26. A report pursuant to Section 135 of the Act & Rules made thereunder is annexed to this report as Annexure I.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

INVESTOR EDUCATION AND PROTECTION FUND

The Company had declared an interim dividend of Rs. 3.50 per share on its fully paid-up equity shares for the Financial Year 2018-19.

In compliance with the provisions of the Companies Act, 2013, the Company had, within the prescribed timeline, opened an "Unpaid/Unclaimed Dividend Account" and transferred the unclaimed portion of the declared dividend to this account within seven days from the date of expiry of 30 days from the declaration of the dividend.

As per Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividend amount remaining unpaid or unclaimed for a continuous period of seven years is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF).

Accordingly, the amount of Rs. 1,18,146 lying in the Unpaid Dividend Account pertaining to the interim dividend for the financial year 2018-19, has been transferred to the Investor Education and Protection Fund (IEPF) on 08th August 2025, upon completion of the prescribed seven-year period.

Further, as per sub-section (6) of section 124 of the Companies Act, 2013 all equity shares in respect of which dividend has not been paid or claimed for seven consecutive years or more are also required to be transferred to the IEPF.

Accordingly, the 28,359 shares has been transferred to the IEPF in compliance with the said requirements.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the IEPF Rules, every company is required to appoint a Nodal Officer for the purpose of coordination with the Investor Education and Protection Fund Authority (IEPFA) and for verification of claims filed by shareholders seeking to reclaim their shares and/or dividend from the IEPF. The Company has appointed Mr. Satish Kumar, Company Secretary and Compliance Officer as the Nodal Officer of the Company.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records in terms of Section 148(1) of the Act.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

DETAILS OF FRAUD REPORTED BY AUDITORS

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the Act.

GENERAL DISCLOSURES

i. There is no proceeding initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ii. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT

Your Directors would like to place on record, their gratitude for the cooperation and guidance received from all the statutory bodies, especially the RBI. Your Directors also thank the shareholders, clients, vendors, investors, banks and other stakeholders for placing their faith in the Company and contributing to its growth. We would also like to appreciate the hard work put in by all our employees, and we look forward to their continuing patronage.