Your Directors have pleasure of presenting the 33^rd Annual Report of the Company together with the audited financial
statements for the Financial Year ended 31^st 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 31^st March 2026, compared to the previous year, is summarised
below

DIVIDEND

The Directors do not recommend any dividend on Equity
Shares for the financial year ended 31^st 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 ahttps://
www.ugrocapital.com/view-investor-relation/1168/1366.

REVIEW OF OPERATIONS

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
31^st March 2026, in accordance with the Companies Act,
2013 and applicable Indian Accounting Standards. Since
the Company had no subsidiaries as on 31^st 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 31^st 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 18^th 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 31^st 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)
from the Reserve Bank of India (RBI) for the aforesaid merger
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 1^st 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 20^th 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 24^th 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 06^th June, 2024 and 18^th 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 31^st 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 31^st 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 31^st March
2026, stood at 21.17 % of the aggregate risk weighted
assets on balance sheet and risk adjusted value of off-
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 financial acumen, strategic
astuteness, and leadership qualities, they have a significant
degree of commitment towards the Company and devote
adequate time. In terms of the requirement of SEBI Listing
Regulations, the Board has identified core skills, expertise,
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 31^st 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. 17^th 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. 11^th August 2025 due to his other
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. 7^th 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
01^st July 2025

** Mr. Kishore Lodha resigned as CFO with effect from
16^th July 2025

*** Ms. Shilpa Bhatter was appointed as CFO with effect
from 16^th 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 Partyhttps://www.ugrocapital.com/
view-investor-relation/2263/1272.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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
31^st March 2026: 0.04%

d) Number of permanent employees on the rolls of

the Company as on 31^st 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.

CONSERVATION OF ENERGY

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

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 athttps://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 athttps://
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 athttps://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
31^st March 2026, is as follows:

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 30^th Annual General Meeting ("AGM") held
on 8th August 2023 for a period of three years commencing
from the conclusion of the 30^th AGM till the conclusion of
the 33^rd AGM of the Company. Accordingly, the term of M/s
Sharp & Tannan concludes at the ensuing 33^rd 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
33^rd 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.

DETAILS AND STATUS OF ACQUISITION. MERGER-
EXPANSION. MODERNISATION AND DIVERSIFICATION

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)
from the Reserve Bank of India (RBI) for the aforesaid merger
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 1^st April 2026.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31^st March 2026 is available
on the Company's website athttps://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 athttps://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 athttps://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 athttps://
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 / T ribunal 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.

For and on behalf of Board of Directors
sd/-

Satyananda Mishra

Non-Executive Chairman (Independent Director)

DIN:01807198

sd/-

Shachindra Nath

Vice Chairman & Managing Director
DIN:00510618

Place: Mumbai
Date: 20^th April 2026