Ugro Capital Ltd

TO THE MEMBERS,

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").

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:

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.

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.

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.

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

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.

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.

The Company has issued and allotted listed/unlisted commercial papers aggregating up to Rs. 48,000 Lakhs on private placement basis in multiple tranches.

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.

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.

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:

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.

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.

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 %.

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.

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 reappointment. 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.

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.

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.

The details of key managerial personnel of the Company during the year is given below:

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.

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.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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

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

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 of increase in remuneration of each Director, Chief Financial Officer, Company Secretary in 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

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.

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").

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.

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.

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.

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.

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:

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

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.

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.

There has been no change in the nature of business of the Company during the financial year ended 31^st March, 2025.

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.

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.

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.

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.

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.

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

INVESTOR EDUCATION AND PROTECTION FUND nI 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.

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

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.

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.

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.