Integrated Filing-Governance



General information about company

Scrip Code 511742
NSE Symbol UGROCAP
MSEI Symbol NOTLISTED
ISIN INE583D01011
Name of the entity Ugro Capital Limited
Date of start of financial year 01-Apr-2025
Date of end of financial year 31-Mar-2026
Reporting Quarter Yearly
Date of Quarter Ending 31-Mar-2026
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? Yes
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? No
Reason For Part D Of Annexure I Disclosure Of Imposition Of Fine Or Penalty Is Not Applicable To The Entity There was no imposition of any fine or penalty during the quarter ended March 31, 2026 in terms of sub-para 20 of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? No
Reason For Part E Of Annexure I Disclosure Of Updates To Ongoing Tax Litigations Or Disputes Is Not Applicable To The Entity There is no ongoing tax litigation or dispute, which requires disclosure in terms of sub-para 8 of Para B of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? No
Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity Not Applicable
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 2000 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID c00107
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination)



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory Mr. Chetan Gupta resigned from the position of Non- Executive (Nominee) Director with effect from 7th February 2026
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. Satyananda Mishra 01807198 Non-Executive - Independent Director Chairperson 17-Jan-1949 No Active Yes 28-Feb-2024 05-Jul-2018 05-Jul-2023 33 2 2 3 1
2 Mr. Shachindra Nath 00510618 Executive Director Not Applicable MD 13-Oct-1971 No Active NA 22-Jun-2018 22-Jun-2023 33 1 0 0 0
3 Mr. Karuppasamy Singam 03632212 Non-Executive - Independent Director Not Applicable 29-Jan-1954 No Active NA 05-Jul-2018 05-Jul-2023 33 1 1 2 0
4 Mr. Rajeev Krishnamuralilal Agarwal 07984221 Non-Executive - Independent Director Not Applicable 12-Oct-1958 No Active NA 05-Jul-2018 05-Jul-2023 33 5 5 9 4
5 Mr. Karnam Sekar 07400094 Non-Executive - Independent Director Not Applicable 01-Jul-1960 No Active NA 08-Feb-2022 08-Feb-2022 50 2 2 3 1
6 Mr. Hemant Bhargava 01922717 Non-Executive - Independent Director Not Applicable 20-Jul-1959 No Active NA 08-Feb-2022 08-Feb-2022 50 3 3 3 2
7 Ms. Tabassum Abdulla Inamdar 07637013 Non-Executive - Independent Director Not Applicable 18-Aug-1966 No Active NA 01-Aug-2023 01-Aug-2023 32 1 1 0 0
8 Mr. Rohit Goyal 05285518 Non-Executive - Nominee Director Not Applicable 08-Oct-1983 No Active NA 25-Apr-2024 25-Apr-2024 1 0 1 0
9 Mr. Chetan Kulbhushan Gupta 07704601 Non-Executive - Nominee Director Not Applicable 11-May-1980 No Inactive NA 02-Nov-2018 02-Nov-2018 07-Feb-2026 1 0 0 0 Others
10 Mr. Ramanathan Subramanian Arun Kumar 09101691 Non-Executive - Nominee Director Not Applicable 10-Sep-1970 No Active NA 17-Dec-2025 17-Dec-2025 2 0 0 0



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 01922717 Hemant Bhargava Non-Executive - Independent Director Chairperson 04-Aug-2022
2 07984221 Rajeev Krishnamuralilal Agarwal Non-Executive - Independent Director Member 13-Aug-2018
3 03632212 Karuppasamy Singam Non-Executive - Independent Director Member 13-Aug-2018
4 05285518 Rohit Goyal Non-Executive - Nominee Director Member 24-Jan-2025



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 07984221 Rajeev Krishnamuralilal Agarwal Non-Executive - Independent Director Chairperson 31-Mar-2022
2 01807198 Satyananda Mishra Non-Executive - Independent Director Member 29-Dec-2021
3 01922717 Hemant Bhargava Non-Executive - Independent Director Member 04-Aug-2022
4 03632212 Karuppasamy Singam Non-Executive - Independent Director Member 29-Dec-2021
5 07400094 Karnam Sekar Non-Executive - Independent Director Member 31-Mar-2022



Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 07984221 Rajeev Krishnamuralilal Agarwal Non-Executive - Independent Director Chairperson 13-Aug-2018
2 03632212 Karuppasamy Singam Non-Executive - Independent Director Member 13-Aug-2018
3 01807198 Satyananda Mishra Non-Executive - Independent Director Member 18-Jun-2021



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 07400094 Karnam Sekar ID Chairperson 17-Jun-2023
2 01807198 Satyananda Mishra ID Member 13-Aug-2018
3 07637013 Tabassum Abdulla Inamdar ID Member 24-Jan-2025
4 00510618 Shachindra Nath ED Member 13-Aug-2018
5 07704601 Chetan Kulbhushan Gupta NED,ND Member 02-Nov-2018 07-Feb-2026



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 07-Nov-2025 Yes 9 9 6
2 08-Jan-2026 61 Yes 10 9 6
3 07-Feb-2026 29 Yes 10 10 6



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 07-Nov-2025 Yes 4 4 3 0
2 Audit Committee 08-Jan-2026 61 Yes 4 3 3 0
3 Audit Committee 07-Feb-2026 29 Yes 4 3 3 0
4 Nomination and remuneration committee 07-Nov-2025 Yes 5 5 5 0
5 Nomination and remuneration committee 08-Jan-2026 61 Yes 5 5 5 0
6 Risk Management Committee 07-Nov-2025 Yes 5 5 3 0
7 Risk Management Committee 08-Jan-2026 61 Yes 5 5 3 0
8 Risk Management Committee 06-Feb-2026 28 Yes 5 4 3 0



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1
Sr Subject Compliance status
1 Name of signatory Satish Kumar
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of LODR Regulation
Sr Item Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here. Web address
1.1 Details of business Yes https://www.ugrocapital.com/
1.2 Memorandum of Association and Articles of Association Yes https://www.ugrocapital.com/view-investor-relation/2023/1272
1.3 Brief profile of board of directors including directorship and full time positions in body corporates Yes https://www.ugrocapital.com/about#our-team
2 Terms and conditions of appointment of independent directors Yes https://www.ugrocapital.com/view-investor-relation/1155/1272
3 Composition of various committees of board of directors Yes https://www.ugrocapital.com/view-investor-relation/2300/1272
4 Code of conduct of board of directors and senior management personnel Yes https://www.ugrocapital.com/view-investor-relation/1154/1272
5 Details of establishment of vigil mechanism or whistle blower policy Yes https://www.ugrocapital.com/view-investor-relation/1162/1272
6 Criteria of making payments to non-executive directors Yes https://www.ugrocapital.com/view-investor-relation/1160/1272
7 Policy on dealing with related party transactions Yes https://www.ugrocapital.com/view-investor-relation/2263/1272
8 Policy for determining material subsidiaries Yes https://www.ugrocapital.com/view-investor-relation/1179/1272
9 Details of familiarization programmes imparted to independent directors Yes https://www.ugrocapital.com/view-investor-relation/1166/1272
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes https://www.ugrocapital.com/investor-relation#INVESTORS_GRIEVANCE_REDRESSAL
11 Email address for grievance redressal and other relevant details Yes https://www.ugrocapital.com/investor-relation#INVESTORS_GRIEVANCE_REDRESSAL
12 Financial results Yes https://www.ugrocapital.com/investor-relation#INVESTOR_DOWNLOADS
13 Shareholding pattern Yes https://www.ugrocapital.com/investor-relation#INVESTOR_INFORMATION
14 Details of agreements entered into with the media companies and/or their associates NA
15.1 Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet Yes https://www.ugrocapital.com/investor-relation#INVESTOR_DOWNLOADS
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls Yes https://www.ugrocapital.com/investor-relation#INVESTOR_DOWNLOADS
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) Yes https://www.ugrocapital.com/view-investor-relation/1779/1358
18 Credit rating or revision in credit rating obtained Yes https://www.ugrocapital.com/investor-relation#INVESTOR_INFORMATION
19 Separate audited financial statements of each subsidiary of the listed entity Yes https://www.ugrocapital.com/investor-relation#INVESTOR_DOWNLOADS
20 Secretarial compliance report Yes https://www.ugrocapital.com/view-investor-relation/1935/1272
21 Materiality policy as per regulation 30 (4) Yes https://www.ugrocapital.com/view-investor-relation/1178/1272
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes https://www.ugrocapital.com/view-investor-relation/1780/1272
23 Disclosures under regulation 30(8) Yes https://www.ugrocapital.com/investor-relation
24 Statements of deviation(s) or variations(s) as specified in regulation 32 Yes https://www.ugrocapital.com/view-investor-relation/2262/1272
25 Dividend distribution policy as specified in regulation 43A (1) Yes https://www.ugrocapital.com/view-investor-relation/1168/1272
26.1 Annual return as provided under section 92 of the Companies Act 2013 Yes https://www.ugrocapital.com/investor-relation#INVESTOR_INFORMATION
26.2 Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021
27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes https://www.ugrocapital.com/investor-relation
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes https://www.ugrocapital.com/investor-relation
29 Disclosure of notes on website in terms of Listing Regulations explanatory


Annexure II
II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility 16(1)(b) Yes
2 Board Composition 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) Yes
3 Meeting Of Board Of Directors 17(2) Yes
4 Quorum of board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) Yes
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of Board 17(11) Yes
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Role of Audit Committee and information to be reviewed by the audit committee 18(3) Yes
18 Composition of nomination & remuneration committee 19(1) & (2) Yes
19 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
20 Meeting of Nomination and Remuneration Committee 19(3A) Yes
21 Role of Nomination and Remuneration Committee 19(4) Yes
22 Composition of Stakeholder Relationship Committee 20(1), 20(2) & 20(2A) Yes
23 Meeting of Stakeholders Relationship Committee 20(3A) Yes
24 Role of Stakeholders Relationship Committee 20(4) Yes
25 Composition and role of risk management committee 21(1),(2),(3),(4) Yes
26 Meeting of Risk Management Committee 21(3A) Yes
27 Quorum of Risk Management Committee meeting 21(3B) Yes
28 Gap between the meetings of the Risk Management Committee 21(3C) Yes
29 Vigil Mechanism 22 Yes
30 Policy for related party Transaction 23(1), (1A), (5), (6), & (8) Yes
31 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes
32 Approval for material related party transactions 23(4) Yes
33 Disclosure of related party transactions on consolidated basis 23(9) Yes
34 Composition of Board of Directors of unlisted material Subsidiary 24(1) Yes
35 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes
36 Alternate Director to Independent Director 25(1) NA
37 Maximum Tenure 25(2) Yes
38 Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism 25(2A) Yes
39 Meeting of independent directors 25(3) & (4) Yes
40 Familiarization of independent directors 25(7) Yes
41 Declaration from Independent Director 25(8) & (9) Yes
42 Directors and Officers insurance 25(10) Yes
43 Confirmation with respect to appointment of Independent Directors who resigned from the listed entity 25(11) Yes
44 Memberships in Committees 26(1) Yes
45 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
46 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
47 Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity 26(6) Yes
48 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3) Yes
Any other information to be provided - Add Notes



Annexure II
III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
Any other information to be provided



Annexure II
1 Name of signatory Satish Kumar
2 Designation Company Secretary and Compliance Officer



Additional Half yearly Disclosure
Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc.
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(D) Additional Information
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus")
Name
Designation
Place
Date



Signatory Details
Name of signatory Satish Kumar
Designation of person Company Secretary and Compliance Officer
Place Mumbai
Date 16-Apr-2026


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 5
No. of investor complaints disposed off during the Quarter 5
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies Kindly note that Ekagrata Finance Private Limited is a wholly owned subsidiary of DTPL and, as a result, has consequently become a subsidiary (step-down subsidiary) of the Company.
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter
1 Profectus Capital Private Limited 08-Dec-2025 100 0 100
2 Datasigns Technologies Private Limited 18-Mar-2026 0 100 100
3 Ekagrata Finance Private Limited 18-Mar-2026 0 0 0


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute