Your Director's have pleasure of presenting the 32^nd Annual Report of the Company together with the audited financial statements
for the Financial Year ended 31^st March, 2025 (“Financial Statements”).

FINANCIAL HIGHLIGHTS

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this Board's Report is prepared based on the standalone financial
statements of the Company for the year under review:

DIVIDEND

The Directors do not recommend any dividend on Equity Shares
for the financial year ended 31^st March, 2025.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") 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
at website of the Company at https://www.ugrocapital.com/
view-investor-relation/1168/1366.

REVIEW OF OPERATIONS

During the year under review, your Company's total revenue
amounted to Rs. 1,44,184.57 lakhs compared to Rs. 1,08,168.12
lakhs in the previous year.

Profit before tax was Rs. 20,311.74 lakhs compared to
Rs. 17,876.25 lakhs for the previous year. Profit after tax stood
at Rs. 14,392.99 lakhs compared to Rs. 11,934.48 lakhs in the
previous year.

SUBSIDIARY COMPANIES

As on 31^st March, 2025 your Company has no subsidiaries.
There are no associate companies or joint venture companies
within the meaning of Section 2(6) of the Companies Act, 2013
(“the Act”).

However, during the year ended 31^st March, 2025, the
Company's Board of Directors and shareholders through their
approval dated 02^nd May, 2024, and 01^st June, 2024, respectively
had approved the acquisition of Datasigns Technologies Private
Limited (“DTPL”), an Embedded Finance Fintech platform, for
an enterprise value of Rs. 4,500 lakhs through a combination
of equity and cash consideration. Further, the Company
had entered into a Share Purchase Agreement (SPA) and
Shareholders' Agreement (SHA) on 01^st January, 2025, for
acquisition of shares of DTPL from its existing shareholders.
The completion of the acquisition is subject to satisfaction of
certain conditions precedent as specified in the SPA including
necessary approvals from the regulators. Post this acquisition,
DTPL will become a subsidiary of the Company.

RESERVES

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

CHANGE IN SHARE CAPITAL

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

Rs. 215,00,00,000/- divided into 19,45,00,000 equity shares of
Rs. 10/- each and 2,05,00,000 preference shares of Rs. 10/-
each, from Rs. 175,00,00,000/- divided into 15,45,00,000 equity
shares of Rs. 10/- each and 2,05,00,000 preference shares of

Rs. 10/- each, vide special resolution passed by the shareholders
of the Company though postal ballot on 01^st December 2024.

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

i. 1,26,502 fully paid-up equity shares of face value of Rs.
10/- each, to employees on exercise of stock options under
“CSL Employee Stock Option Scheme 2017”.

ii. 37,878 fully paid-up equity shares of face value of Rs. 10/-
each, pursuant to conversion of Compulsorily Convertible
Debentures in ratio of 1:1.

iii. 1,89,393 fully paid-up equity shares of face value of Rs.
10/- each, pursuant to conversion of Warrants in ratio of 1:1.

The issued, subscribed and paid-up Equity Share Capital as on 31^st March, 2025, was Rs. 93,18,35,940/- consisting of 9,31,83,594
Equity Shares of the face value of Rs. 10/- each, fully paid-up.

As on 31^st March, 2025, except as stated below there are no outstanding instruments convertible into equity shares of the Company.

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. 48,000 Lakhs on
private placement basis in multiple tranches.

Private Placement of Non -Convertible Debentures

The Company has issued and allotted senior, subordinated/
unsubordinated, secured/unsecured, rated, unlisted/listed,
redeemable, taxable, transferable, Non-Convertible Debentures
aggregating up to Rs. 54,500 Lakhs on private placement basis
in multiple tranches.

Public issue of Non- Convertible Debentures

The Company has issued and allotted senior, secured, rated,
listed, redeemable, taxable, transferable 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.
6,81,873 lakhs as on 31^st March 2025. Your Company also raised
Rs.1,32,764 lakhs and Rs. 8,779 lakhs through direct assignment
and PTC route respectively during the financial year 2025.

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 Compulsorily
Convertible Debentures (“CCDs”) and Convertible Warrants
(“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, on a preferential basis.

Further, the Company had allotted 97,70,757 CCDs and 3,81,32,474
Warrants respectively in 2 tranches on 06^th June, 2024, and
18^th June, 2024. Each of the CCDs and Warrants are convertible
into 1 equity share within a period of 18 months from the date of
allotment of CCDs and Warrants.

The details of allotments is mentioned as below:

*Note: 25% of the Warrant issue price has been paid and the remaining 75% of the Warrant issue price shall be paid upon the
exercise / conversion of the Warrant, in accordance with the terms of their issuance. For the purpose of calculation, 100% of the
issue price is considered.

With respect to disclosure under Regulation 32(7A) of SEBI Listing Regulations, the Audit Committee of the Board at its meeting
held on 31^st July, 2024 had reviewed, and confirmed that the funds raised through preferential issue during the financial year have
been fully utilised for the intended object as mentioned in their private placement documents and there was no deviation or variation
in utilisation of the said funds.

CREDIT RATING

The Company has availed credit ratings from Crisil Ratings
Limited and India Ratings & Research Private Limited with
respect to the financial facilities availed/instruments issued by
the Company from time to time.

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

CAPITAL ADEQUACY RATIO

Your Company's Capital Adequacy Ratio as of 31^st March, 2025,
stood at 19.41% of the aggregate risk weighted assets on
balance sheet and risk adjusted value of the off-balance sheet
items, which is well above the regulatory minimum of 15% and
out of total CRAR the Tier 1 capital stood at 18.57 % and Tier II
Capital at 0.84 %.

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 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.

During the financial year, there have been changes in the
composition of the Board of Directors. As on 31^st March, 2025,
your Company has 10 (Ten) Directors on the Board, out of which
6 (Six) are Independent Directors including 1 (One) Woman
Director, 1 (One) Executive Director and 3 (Three) 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. Chetan Kulbhushan Gupta
(DIN: 07704601), Non-Executive (Nominee) Director, retires
by rotation and, being eligible has offered himself for re¬
appointment. The Board recommends the same for the approval
of the shareholders.

The necessary resolution for the reappointment of Mr. Chetan
Kulbhushan Gupta forms part of the Notice convening of
the Annual General Meeting. The profile and particulars of
experience that qualify Mr. Chetan Kulbhushan Gupta for Board
membership are disclosed in the said Notice.

Appointment/Re-appointment of Directors during the
financial year:

• Mr. Rohit Goyal was appointed as Non-Executive (Nominee)
Director. The shareholders approved the said appointment
on 1^st June 2024 through Postal Ballot.

• Mr. Suresh Prabhala was appointed as Non-Executive
(Nominee) Director. The shareholders approved the said
appointment on 1^st December 2024 through Postal Ballot.

Resignation of Directors during the financial year:

• Mrs. Deepa Hingorani resigned as Non-Executive (Nominee)
Director w.e.f. 25^th April 2024 due to her resignation from the
Nominee Company.

• Mr. Manoj Sehrawat resigned as Non-Executive (Nominee)
Director w.e.f. 30^th September 2024 due to his resignation
from the Nominee Company.

Key Managerial Personnel:

The details of key managerial personnel of the Company during

the year is given below:

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 RBI 'Master Direction
- Reserve Bank of India (Non-Banking Financial Company -
Scale Based Regulation) Directions, 2023.

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, authorizing the Company to
commence and carry out the factoring business.

REPORT ON CORPORATE GOVERNANCE AND
MANAGEMENT DISCUSSION AND ANALYSIS

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,
leadership and governance of the Company.

Pursuant to the SEBI Listing Regulations, Management
Discussion and Analysis and Corporate Governance Report
forms part of this Annual Report. The Certificates from M/s

Pankaj Nigam and Associates, Practicing Company Secretaries,
regarding compliance of the conditions of Corporate Governance
as stipulated by the SEBI Listing Regulations are attached to
this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the 'Business Responsibility and Sustainability Report of the
Company for FY 2024-25 is forming part of the Annual Report.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company has put in place a Familiarization Programme for
Independent Directors. The framework together with the details
of the Familiarization 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.

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

In terms of the provisions of Section 178(3) of the Act and
Regulation 19 of the SEBI Listing Regulations, 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 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 organization 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 05^th 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.

Meeting of the Independent Directors Pursuant to Schedule IV
of the Act, the Independent Directors met on 17^th March, 2025,
without the presence of Non-Independent Directors and members
of the Management. The meeting of Independent Directors was
chaired by Mr. Satyananda Mishra, Non-Executive Chairman
and Independent Director. The Independent Directors, inter alia,
evaluated the performance of the Non-Independent Directors,
the Board of Directors as a whole, evaluated the performance of
the Chairman and Vice Chairman of the Board after taking into
account the views of Non-Executive Directors and discussed
aspects relating to the quality, quantity and timeliness of the flow
of information between the Company, the Management and the
Board.

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. Only in the case of special and urgent business, if
the need arises, the Board's or Committee's approval is taken by
passing resolutions through circulation or by calling the Board/
Committee meetings at short notice, as permitted by law. The
agenda for the Board and Committee meetings includes detailed
notes on the items to be discussed to enable the Directors to
make an informed decision.

The Board of Directors of the Company met 5 (Five) times during
the financial year 2024-25. 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: 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 and 8) Customer Service Committee 9)
Review Committee of Wilful Defaulters and Large Defaulters.
The Company also has a non-mandatory committee like
Securities Allotment and Transfer Committee, Investment and
Borrowing Committee and Compliance Committee. Details
of all the 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 31^st March, 2025, 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 31^st March,
2025 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 statement 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

Details of loan, guarantee and investments covered, if any, are
provided in the notes to the Financial Statements.

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 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
31^st March, 2024.

The policy on 'Related Party Transactions' is available
on the Company's website https://www.ugrocapital.com/
view-investor-relation/1167/1280

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:

c) Percentage of increase in the median remuneration of
employees during the financial year ended 31^st March,
2025: 0%

d) Number of permanent employees on the rolls of the
Company as on 31^st March, 2025: 2149 employees

e) Average percentage increase made in the salaries of
employees other than the Managerial Personnel in
the financial year was 14.08% vis a vis an increase of
10.56% 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 registered office of the Company. The said
statement is open for inspection at the registered office of
the Company. Any member interested in obtaining these
particulars will be provided with the same, upon receipt of
a written request delivered at the registered office of the
Company.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION OF THE COMPANY
OCCURRED AFTER 31s* MARCH. 2025

There are no material changes and commitments affecting the
financial position of the Company subsequent to the close of the
financial year 2024-25 till the date of this report.

The Board of Directors of our Company held on 02^nd May , 2024,
approved the borrowing limit under 180(1)(c) of the Companies
Act 2013, upto a total amount of ? 10,00,000 Lakh. In this regard
the Investment and Borrowing Committee in their meeting held
on 20^th March, 2025, approved:

• The raising of funds through issuance of Non-Convertible
Debentures of face value of Rs. 1,000 each (“NCDs”) for
an amount up to Rs.10,000 Lakhs (“Base Issue Size”) with
an option to retain oversubscription up to Rs.10,000 Lakhs
(“Green Shoe Option”), for an aggregate amount of up to
Rs. 20,000 Lakhs. The issue opened for subscription on
03^rd April, 2025 (“Issue Opening Date”) and was closed on
17^th April, 2025 (“Issue Closing Date”).

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 is 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/1160/1366.

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. All incidents that are reported are investigated
and suitable action is taken in line with the Whistle Blower Policy.

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 is shared.

The Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation
to the Company and during the period when the trading window
is closed. The Board is responsible for the implementation of the
Code. The Code is available on the website of the company at
https://www.ugrocapital.com/view-investor-relation/1156/1366.

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 adopted the policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with
the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules
thereunder for prevention and redressal of complaints of sexual
harassment at workplace.

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, 2025, is as follows:

STATUTORY AUDITOR’S AND THEIR REPORT

M/s Sharp and Tannan, Chartered Accountants (Firm Registration
No. 109983W) was appointed as Statutory Auditors at the

30^th Annual General Meeting (“AGM”) held on 8^th August 2023 for
a period of three years commencing from the conclusion of the
30^th AGM till the conclusion of 33^rd AGM of the Company.

Further, 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 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. These
reviews include significant audit observations and corresponding
action taken reports.

Additionally, the Audit Committee holds independent meetings
with the internal auditors, without the presence of management,
to ensure objectivity and maintain the independence of the
internal audit function.

The Company has engaged KKC & Associates, Chartered
Accountants, to support the internal audit department in
performing internal audits in line with the scope approved by the
Audit Committee.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under,
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 2024-25 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 31^st March, 2025.

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

During the year under ended 31^st March, 2025, the Company's
Board of Directors and shareholders through their approval
dated 02^nd May, 2024, and 01^st June, 2024, respectively had
approved the acquisition of Datasigns Technologies Private
Limited (“DTPL”), a prominent Embedded Finance Fintech
platform, for an enterprise value of Rs. 4,500 lakhs through
a combination of equity and cash consideration. Further, the
Company had entered into a Share Purchase Agreement (SPA)
and Shareholders' Agreement (SHA) on 01^st January, 2025, for
acquisition of shares of DTPL from its existing shareholders.
The completion of the acquisition is subject to satisfaction of
certain conditions precedent as specified in the SPA including
necessary approvals from the regulators. Post this acquisition,
DTPL will become a subsidiary of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the
Act, the Annual Return as on 31^st March, 2025 is available
on the Company's website at https://www.ugrocapital.com/
investor-relation.

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 Committee considers the
risks that impact the mid-term to the long-term objectives of the
business, including those reputational in nature. The Company
has an elaborate risk charter and risk management policy. The
Audit Committee has additional oversight in the area of financial
risks and controls. 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
incentivize 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 incentivize employees
of the Company.

The Board of Directors confirm 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 2024-25, the Company granted
1,20,000 stock options under ESOS 2017 and Nil 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 which is available on the website of the
Company at the following link: https://www.ugrocapital.com/
view-investor-relation/1947/1280.

The certificate from secretarial auditor, M/s Pankaj Nigam &
Associates, Company Secretaries confirming implementation
of the ESOS Schemes in accordance with the SBEB will be
available for inspection of the shareholders at the ensuing
Annual General Meeting.

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 which provides
guidelines to conduct CSR activities of the Company. The CSR
policy is available on the website of the Company at https://www.
ugrocapital.com/view-investor-relation/1175/1366.

During the year, the Company has spent Rs. 1.00 Lakh on CSR
activities. A report pursuant to Section 135 of the Act & Rules
made thereunder is annexed to this report as an 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

In accordance with the provisions of Section 124(5) of the
Companies Act, 2013, any dividend amount that remains unpaid
or unclaimed for a period of seven consecutive years from the
date of its transfer to the Unpaid Dividend Account is required
to be transferred by the Company to the Investor Education and
Protection Fund (IEPF).

The Company had declared an interim dividend during the
financial year 2018-19. In respect of shareholders who have not
claimed the said dividend, the corresponding unpaid amount,
along with the underlying shares, is due to be transferred to the
IEPF during the financial year 2025-26, in compliance with the
statutory timeline.

The Company has also sent out individual intimations to the
concerned shareholders regarding the proposed transfer, in
accordance with the applicable regulatory requirements.

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 IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATION IN FUTURE

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 Director's would like to place on record, their gratitude for the
cooperation and guidance received from all the statutory bodies,
especially the RBI. Your Director's 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: 26^th April 2025