Ugro Capital Limited has issued a Notice of Postal Ballot to its shareholders seeking approval for key proposals through electronic voting.

• The primary proposal is to approve a preferential issue of up to 49,421,464 unsecured compulsorily convertible debentures (CCDs) at an issue price of ₹ 185 per share, aggregating up to ₹ 914.30 Crores, to identified non-promoter investors.
• Each CCD will be convertible into one equity share at a conversion price of ₹ 185 per share (including a premium of ₹ 175) within 18 months from the date of issue.
• The CCDs will carry an upfront coupon/interest rate of 12.5% on the total consideration paid.
• An additional 12.5% coupon will be payable if the allottee does not exercise unlisted warrants allotted in June 2024.
• The "Relevant Date" for determining the issue price is 20 May 2025.
• The company also seeks approval to increase its Authorized Share Capital from the existing ₹ 215 Crores (19.45 Crore Equity Shares and 2.05 Crore Preference Shares of ₹ 10 each) to ₹ 270 Crores (24.95 Crore Equity Shares and 2.05 Crore Preference Shares of ₹ 10 each).
• Consequentially, the Memorandum of Association will be altered to reflect the increased authorized share capital.
• Shareholders registered as of the cut-off date, 16 May 2025, are eligible for e-voting.
• The e-voting period commences on 21 May 2025 at 9:00 a.m. (IST) and concludes on 19 June 2025 at 5:00 p.m. (IST).
• The results of the postal ballot will be announced within two working days from the end of the voting period.